SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 2)¹

Franklin Wireless Corp.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

355184102

(CUSIP Number)

ANDREWS KURTH LLP

450 Lexington Avenue, 15th Floor

New York, New York 10017

Attn: David Hoyt

(212) 850-2872

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 14, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

¹  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSONS SHERMAN CAPITAL GROUP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     305,000
		8	SHARED VOTING POWER     -0-
		9	SOLE DISPOSITIVE POWER     305,000
		10	SHARED DISPOSITIVE POWER     -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     305,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     2.6%
14	TYPE OF REPORTING PERSON     OO

1	NAME OF REPORTING PERSONS STEVEN SHERMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     305,0001
		8	SHARED VOTING POWER      -0-1
		9	SOLE DISPOSITIVE POWER     305,0001
		10	SHARED DISPOSITIVE POWER      -0-1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     305,0001
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     2.6%1
14	TYPE OF REPORTING PERSON     IN

¹  The shares reported herein are held as of record by Sherman Capital Group LLC. Mr. Sherman, in his role as managing member of Sherman Capital Group LLC, exercises sole voting and dispositive power over the shares held in Sherman Capital Group LLC, and may be deemed to have beneficial ownership of such shares.

1	NAME OF REPORTING PERSONS KAREN SINGER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     455,847
		8	SHARED VOTING POWER     -0-
		9	SOLE DISPOSITIVE POWER     455,847
		10	SHARED DISPOSITIVE POWER     -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     455,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     3.9%
14	TYPE OF REPORTING PERSON     IN

1	NAME OF REPORTING PERSONS DAVID S. OROS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     456,005
		8	SHARED VOTING POWER     -0-
		9	SOLE DISPOSITIVE POWER     456,005
		10	SHARED DISPOSITIVE POWER     -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     456,005
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     3.9%
14	TYPE OF REPORTING PERSON     IN

1	NAME OF REPORTING PERSONS LLOYD I. MILLER, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     PF-AF-OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     50,000
		8	SHARED VOTING POWER     264,900
		9	SOLE DISPOSITIVE POWER     50,000
		10	SHARED DISPOSITIVE POWER     264,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     314,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     2.7%
14	TYPE OF REPORTING PERSON     IN

SCHEDULE 13D/A2

The following constitutes Amendment No. 2 (the “Amendment No. 2”) to the statement on Schedule 13D filed by the undersigned, dated and filed August 4, 2011 (the “Statement”), relating to the shares (“Shares”) of common stock (the “Common Stock”) of Franklin Wireless Corp. (the “Company” or “Issuer”). The Company’s principal executive offices are located at 6205 Lusk Blvd., San Diego, California, 92121. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

SCG may be deemed to beneficially own 305,000 Shares, as follows:

The aggregate purchase price of the Shares owned by SCG is approximately $795,670.00. The Shares owned by SCG were purchased with funds from Mr. Sherman, the managing member of SCG.

Mr. Sherman may be deemed to beneficially own 305,000 Shares, as follows:¹

The aggregate purchase price of the Shares owned by SCG is approximately $795,670.00. The Shares owned by Mr. Sherman were purchased with funds from Mr. Sherman.

Ms. Singer may be deemed to beneficially own 455,847 shares through the Trust, as follows:

Ms. Singer is the trustee of the Trust, which was created pursuant to the Trust Agreement, dated May 29, 1998 (the “Trust Agreement”). All of the Shares held by the Trust were purchased by funds generated and held by the Trust. The aggregate amount of funds used for the purchase of the Shares was approximately $974,157.35.

Mr. Oros may be deemed to beneficially own 456,005 Shares, as follows:

The aggregate purchase price of the Shares held by Mr. Oros is approximately $1,148,938.16. The Shares held by Mr. Oros were purchased with personal funds generated and held by Mr. Oros.

Mr. Miller may be deemed to beneficially own 314,900 Shares, as follows:

Mr. Miller is the manager of Milfam LLC (“Milfam LLC”), an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC dated as of December 10, 1996, and Milfam LLC is the advisor to Trust C (“Trust C”). Trust C was created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Trust C was further reformed by Order of the Delaware Chancery Court dated December 23, 2010 pursuant to which Milfam LLC was appointed advisor to Trust C. All of the Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Shares purchased by Trust C was $563,429.00.

¹  As noted in FN1, these Shares are held of record by SCG.

Mr. Miller is the co-member and co-manager of Milfam NG LLC (“Milfam NG”). All of the Shares Mr. Miller is deemed to beneficially own as the co-manager for Milfam NG were purchased with funds generated and held by Milfam NG. The aggregate purchase price for the Shares Mr. Miller is deemed to beneficially own as co-manager of Milfam NG was $80,800.00.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and restated in its entirety as follows:

As set forth in the original Statement, in accordance with that certain Joint Filing and Action Agreement (the “Original Joint Agreement”), dated as of August 4, 2011, among the Trust, Mr. Oros and SCG (filed as Exhibit 99.1 to the Statement), the Trust, Mr. Oros and SCG formed a “group” for the purposes of (i) delivering a letter (the “August 4 Letter), dated as of August 4, 2011 (filed as Exhibit 99.2 to the Statement) to the Issuer’s Board of Directors seeking improved corporate governance and public disclosure and regular communications with stockholders, including forward looking information and (ii) if the Issuer failed to respond to the Group’s satisfaction, taking certain steps as the Group deemed necessary and appropriate, including, without limitation, nominating, and voting in favor of, two persons designated by the Group for election to the Issuer’s Board of Directors at a meeting of stockholders of the Issuer, (iii) engaging in discussions with the Board of Directors and management of the Issuer, and (iv) taking other actions for the purpose of influencing the corporate governance of the Issuer.

As set forth in Amendment No. 1 to the original Statement, on November 15, 2011, the Trust, Mr. Oros, SCG, Milfam NG and Trust C (the “Group”) entered into that certain Amended and Restated Joint Filing and Action Agreement (the “Amended Joint Agreement”) (filed as Exhibit 99.3 of Amendment No. 1 to the Statement), for the purposes of (i) adding Milfam NG and Trust C to the Group, and (ii) delivering a letter (the “November 16 Letter), dated as of November 16, 2011 (filed as Exhibit 99.4 of Amendment No. 1 to the Statement) to the Issuer’s Board of Directors (the “Board”) noting, among other things, (A) the Group’s dissatisfaction with the Issuer’s financial and operating results and stock performance, (B) the Group’s belief that the Issuer’s proxy (the “Proxy”), dated November 14, 2011, setting a shareholder meeting on December 22, 2011 and a record date of October 14, 2011 appeared to the Group to be designed to entrench management and disenfranchise shareholders, (C) the Group’s belief that the proposal in the Proxy to ratify an increase in authorized shares to the Issuer’s 2009 stock option plan that the Issuer previously announced (the “Option Plan Amendment”) was approved by shareholders indicates that the Company made misleading statements in a prior SEC filing announcing such purported approval, (D) the Group’s belief that the offer by the Issuer’s President, apparently on behalf of himself and other insiders, to sell their Shares in the Issuer to members of the Group and resign their positions with the Issuer clearly shows that the Issuer’s board of directors lack confidence in their ability to manage the Issuer, and (E) the Group’s continued exploration of all actions available to them, including potentially proposing an alternative slate of directors than the slate of incumbent directors proposed by the Issuer in the Proxy.

On December 14, 2011, consistent with the Group’s previously reported dissatisfaction with the Issuer’s performance and the actions taken by the Board and Issuer management, members of the Group filed a complaint (the “Complaint”) (filed as Exhibit 99.5 of Amendment No. 2 to the Statement) against the members of the Board and Issuer management (the “Defendants”) in Superior Court of the State of California for the County of San Diego alleging numerous breaches of fiduciary duties owed to the Issuer and its stockholders by the Defendants arising from, among other things, the matters described in the August 4 Letter and the November 16 Letter. The Complaint also seeks declaratory relief relating to the Defendant’s lack of compliance with applicable corporate law and the Issuer’s governing corporate documents, the invalidity of the Option Plan Amendment, and invalidity of the Proxy.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a)

SCG beneficially owns 305,000 Shares of the Issuer comprising approximately 2.6% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011). Mr. Sherman, as the managing member of SCG, may be deemed to beneficially own the 305,00 Shares of the Issuer which are owned as of record by SCG, comprising approximately 2.6% of the outstanding Shares of the Issuer.

Ms. Singer, as trustee of the Trust, is the beneficial owner of 455,847 Shares of the Issuer, comprising approximately 3.9% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011).

Mr. Oros is the beneficial owner of 456,005 Shares of the Issuer, comprising approximately 3.9% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011).

Mr. Miller may be deemed to beneficially own 314,900 Shares, comprising approximately 2.7% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011). As of the date hereof, 50,000 of the Shares beneficially owned by Mr. Miller are owned of record by Trust C and 264,900 of the Shares beneficially owned by Mr. Miller are owned of record by Milfam NG.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares they do not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

(b)

Mr. Sherman has sole dispositive and voting power over the Shares of the Issuer owned by SCG as reported on this Schedule 13D.

Ms. Singer has sole dispositive and voting power over the Shares of the Issuer owned by the Trust as reported on this Schedule 13D.

Mr. Oros has sole dispositive and voting power over the Shares of the Issuer owned by Mr. Oros as reported on this Schedule 13D.

Mr. Miller has sole voting and dispositive power for the Shares owned by Trust C as reported on this Schedule 13D. Mr. Miller has shared voting and dispositive power for the Shares owned by Milfam NG as reported on this Schedule 13D.

(c) The following table details the transactions effected by the Reporting Persons since the filing of Amendment No. 1 to the statement:

Singer Children’s Management Trust

Date of Transaction	Number of Shares Purchased		Price Per Share
November 21, 2011		14,529	$	1.45
December 6, 2011		35,500	$	1.47
December 15, 2011		1	$	1.35

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

See Exhibits 99.1 and 99.3.

Item 7. Material to be Filed as Exhibits.

99.1	Joint Filing and Action Agreement, dated August 4, 2011, by and among Sherman Capital Group LLC, Singer Children’s Management Trust and David S. Oros (filed as Exhibit 99.1 to the Statement on August 4, 2011)
99.2	Letter, dated August 4, 2011, by Sherman Capital Group LLC, Singer Children’s Management Trust and David S. Oros to the Board of Directors of the Issuer (filed as Exhibit 99.2 to the Statement on August 4, 2011)
99.3	Amended and Restated Joint Filing and Action Agreement, dated November 15, 2011, by and among Sherman Capital Group LLC, Singer Children’s Management Trust, David S. Oros and Milfam NG LLC and Lloyd I. Miller - Trust C (filed as Exhibit 99.3 to the Statement on November 17, 2011)
99.4	Letter, dated November 15, 2011, by Sherman Capital Group LLC, Singer Children’s Management Trust, David S. Oros, Milfam NG LLC and Lloyd I. Miller - Trust C to the Board of Directors of the Issuer (filed as Exhibit 99.4 to the Statement on November 17, 2011)
99.5	Complaint for Breach of Fiduciary Duty and Declaratory Relief, dated December 14, 2011, in Sherman Capital Group, LLC, et al. v. OC Kim, et al. (Ca. Super. Ct. 2011) (Case No. 37-2011-00102496-CU-BT-CTL)

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated December 19, 2011

SHERMAN CAPITAL GROUP LLC
By:	/s/ Steven Sherman
Name:	Steven Sherman
Title:	Managing Member
STEVEN SHERMAN
By:	/s/ Steven Sherman
KAREN SINGER
By:	/s/ Karen Singer
DAVID S. OROS
By:	/s/ David S. Oros
Lloyd I. Miller, III
By:	/s/ Lloyd I. Miller, III

EX-99.5

Exhibit 99.5

Exhibit 99.5

Mark M. Gloven (State Bar No. 139397) ENGLISH & GLOVEN A Professional Corporation 550 West “C” Street, Suite 1800 SanDiego, California 92101 Telephone: (619) 338-6610 Facsimile: (619) 338-6657 Attorneys for Plaintiffs Sherman Capital Group, LLC, Singer Children’s Management Trust, David S. Oros, Milfam NG, LLC, and Lloyd I. Miller—Trust C

SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO SHERMAN CAPITAL GROUP, LLC, an ) Case No. 37-2011-00102496-CU-BT-CTL Arizona limited liability company; ) SINGER CHILDREN’S MANAGEMENT ) COMPLAINT FOR: TRUST, a New Jersey trust; ) DAVID S. OROS, an individual; ) (1) BREACH OF FIDUCIARY DUTY; MILFAM NG LLC, a Delaware limited liability) AND company; and ) LLOYD I. MILLER—TRUST C, an Ohio trust ) (2) DECLARATORY RELIEF ) Plaintiffs, ) ) v. ) ) OC KIM, an individual; ) GARY NELSON, an individual; ) JOON WON JYOUNG, an individual; ) JOHNATHAN CHEE, an individual; ) BENJAMIN CHIJNG, an individual; ) YUN J. (DAVID) LEE, an individual; and ) DOES 1—10, inclusive, ) ) Defendants. ) ) ) Plaintiffs Sherman Capital Group, LLC, Singer Children’s Management Trust, David S. Oros, Milfam NG, LLC and Lloyd I. Miller—Trust C (collectively, “Plaintiffs”), allege as follows: COMPLAINT

INTRODUCTION 1. This is an action to recover damages for breach of fiduciary duty and declaratory relief in connection with the systematic corporate mismanagement and intentional disenfranchisement of the stockholders of Franklin Wireless Corp. (“Company” or “Franklin”) by the Defendants. Defendants have failed to manage the Company in a way that will maximize value for shareholders, repeatedly taken actions designed to entrench themselves in the Company, intentionally misled Company shareholders and regulators, and violated federal and state securities and corporate governance laws and the Company’s governing corporate documents. In doing so, Defendants breached various fiduciary duties owed to Company stockholders, and thereby damaged Plaintiffs. PARTIES 2. Plaintiff Sherman Capital Group, LLC is a limited liability company organized under the laws of the State of Arizona, with a principal place of business located at 3820 W. Happy Valley Road, Suite 141-601, Glendale, Arizona 85310. As of the date hereof, Sherman Capital Group, LLC holds 305,000 shares of common stock of Franklin (“Franklin Common Stock”). 3. Plaintiff Singer Children’s Management Trust is a trust created under the laws of New Jersey, with a principal place of business located at 212 Vaccaro Drive, Cresskill, New Jersey 07626. As of the date hereof, Singer Children’s Management Trust holds 455,846 shares of Franklin Common Stock. 4. Plaintiff David S. Oros is an individual who resides in Maryland, with a principal place of business at 621 E. Pratt Street, Baltimore, Maryland 21202. As of the date hereof, Mr. Oros holds 456,005 shares of Franklin Common Stock. 5. Plaintiff Milfam NG LLC is a limited liability company organized under the laws of Delaware, with a principal place of business at 4550 Gordon Drive Naples, Florida 34102. As of the date hereof, Milfam NG LLC holds 264,900 shares of Franklin Common Stock. 6. Plaintiff Lloyd I. Miller—Trust C is a trust created under the laws of Ohio, with a principal place of business at 4550 Gordon Drive Naples, Florida 34102. As of the date hereof, Lloyd I. Miller—Trust C holds 50,000 shares of Franklin Common Stock. 2 COMPLAINT

7. Franklin is a corporation organized under the laws of the State of Nevada with a principal place of business located at 6205 Lusk Blvd., San Diego, California 92121. 8. Plaintiffs allege, on information and belief, that Defendant OC Kim, is the President, acting Chief Financial Officer and Secretary of Franklin, and a director of Franklin, and an individual of the age of majority residing in San Diego County, California. 9. Plaintiffs allege, on information and belief, that Defendant Gary Nelson is a director and Chairman of the Board of Directors of Franklin, and an individual of the age of majority residing in San Diego County, California. 10. Plaintiffs allege, on information and belief, that Defendant Joon Won Jyoung is a director of Franklin, and an individual of the age of majority. 11. Plaintiffs allege, on information and belief, that Defendant Johnathan Chee is a director of Franklin, and an individual of the age of majority residing in San Diego County, California. 12. Plaintiffs allege, on information and belief, that Defendant Benjamin Chung is a director of Franklin, and an individual of the age of majority residing in San Diego County, California. 13. Plaintiffs allege, on information and belief, that Defendant Yun J. (David) Lee, is the Chief Operating Officer of Franklin, and an individual of the age of majority residing in San Diego County, California. 14. Plaintiffs are unaware of the true identity, nature and capacity of each of the defendants herein designated as DOES 1 through 10, inclusive. Plaintiffs allege, on information and belief, that each of defendants designated herein as a DOE is in some manner responsible for the actions, damages and injuries alleged in this complaint. Upon learning the true identity, nature and capacity of the DOE defendants, Plaintiffs will amend this complaint to allege their true names and capacities. 15. Plaintiffs allege, on information and belief, that all material times herein, Defendants and DOES 1 through 10, and each of them, were the agents of the other defendants, and the acts of each defendant were within the course and scope of their agency and/or employment. 16. Subject matter jurisdiction and venue are proper in this Court. /1/ /1/ 3 COMPLAINT

FACTUAL BACKGROUND Company Overview 17. The Company is engaged in the design, manufacture and sale of broadband high speed wireless data communication products, such as 3G and 4G wireless modules and modems. The Company focuses primarily on wireless broadband USB modems, which allow consumers to connect to wireless broadband networks from laptop or desktop computers. The Company’s products are based on proprietary technology which enables end users to send and receive email with large file attachments, play interactive games, and receive, send and download high resolution pictures, videos and music content. The Company was the world’s first supplier of both CDMA EVDO Rev A and dual-mode (CDMA Rev A/WiMAX) Universal Serial Bus (USB) modems. 18. The Company’s wireless data communication products are positioned at the convergence of the growing wireless communications, mobile computing and internet markets. The Company markets and sells its products through two channels: (i) directly to wireless operators, and (ii) indirectly through strategic partners and distributors. The Company’s global customer base extends primarily from the United States to South American and Caribbean countries. The Company has reported in that its public filings that the Company’s USB modems are certified by such industry leaders as Sprint, Time Warner Cable, Comcast Cable, Cox, and Clearwire, as well as other wireless operators located in the United States and Caribbean and South American countries. Corporate Mismanagement and Decline 19. Notwithstanding the Company’s position in the growing wireless communication market, through systematic and routine mismanagement, incompetence and corporate malfeasance, Defendants have driven the Company’s financial and stock performance into the ground. Among other things, unlike their industry competitors, including Novatel Wireless, Inc. (“Novatel”) and Sierra Wireless, Inc. (“Sierra”), Defendants have stubbornly resisted entering the emerging “Machine-to-Machine” or “M2M” business. 20. As shown in the Company’s Form 10-Q filed on November 14, 2011, the Company’s financial results under the management of Defendants have been and continue to be abysmal. For example, in the third quarter of 2011, as compared to the third quarter of 2010, the Company’s gross 4 COMPLAINT

profit fell by a startling 85% — from approximately $4.9 million to approximately $700,000 — and net sales fell by an equally alarming 81% — from approximately $16.5 million to approximately $3.1 million — with no legitimate business reason accounting for such decline. During this same period, Sierra’s financial performance declined modestly (gross profit fell 12.5%—- from approximately $49 million to approximately $43 million— and revenues fell 15% — from approximately $172 million to approximately $147 million) and Novatel ‘ s financial performance improved significantly (gross profit increased by more than 200% — from approximately $13 million to approximately $27 million— and net revenues increased by more than 50%—- from approximately $75.6 million to approximately $113.2 million). 21. In addition to mismanaging the Company’s operations, and Defendants have exhibited a chronic failure to observe proper corporate governance procedures and protocols. For example, the Company has admitted, in its Form 1 OKJA filed on May 12, 2011, that its disclosure controls and procedures were not effective for the most recent fiscal year. Moreover, the Company has not held an annual shareholders meeting in 11 years. Plaintiffs allege, on information and belief, that Defendant Joon Won Jyoung lives in South Korea and has never attended a single meeting of the Board. The Company has never conducted a quarterly stockholders conference call and has failed to find a market maker for its securities or cause an analyst to follow the Company’s performance. Furthermore, Plaintiffs allege, on information and belief, that Defendants have used Franklin Technology Inc., a Korean company of which Franklin purportedly owns approximately 51%, to divert corporate opportunities away from the Company and siphon value from the Company’s shareholders. 22. The market has made it clear that it does not believe that the Defendants are competent to manage the affairs and direction of the Company. On April 20, 2011, Franklin Common Stock closed at a price of $3.09 per share. By November 15, 2011, the share price of Franklin Common Stock had plummeted to $1.50. Plaintiffs allege, on information and belief, that this precipitous decline is due to the mismanagement of the Company by Defendants, and their attempts to disenfranchise Company stockholders and entrench themselves. Stock Option Plan Amendment 23. On February 15, 2011, the Company filed a Schedule 14C Infon-nation Statement (the “Information Statement”) with the Securities and Exchange Commission. In the Information Statement, 5 COMPLAINT

the Company announced that shareholders holding 55.49% of Franklin Common Stock had voted, by written consent, to approve an amendment (the “Option Plan Amendment”) of the Company’s 2009 stock option plan. If effective, the Option Plan Amendment would have increased the number of shares authorized for insider awards (including awards to Defendants) from 1,300,000 to 2,000,000 shares. 24. Tn the Information Statement, the Company also announced that, collectively, at the time of the Option Plan Amendment, its officers and directors held approximately 19.3% of the outstanding Franklin Common Stock. The Information Statement did not identify any other large stockholders in addition to Defendants who would (or could) account for this vote, and did not explain how the votes necessary to adopt the Option Plan Amendment were obtained without a solicitation of shareholder votes (as required by applicable securities laws and regulations). 25. In addition to being in violation of applicable securities laws, the purported Option Plan Amendment also appears to have been made in express violation of the Company’s Bylaws. Section 12 of the Company’s Bylaws (as filed with the Company’s Form 10-K for the fiscal year ended June 30, 2009) prohibits outright any action by shareholders taken by written consent. The Bylaws specifically provide that “[a]ll actions required or permitted to be taken by the shareholders shall be taken at a duly convened meeting of shareholders.” The Plaintiff Letter and Sale Offer 26. On August 4, 2011, certain of the Plaintiffs sent a letter to the Company’s Board expressing their extreme dissatisfaction with the performance of the Company’s stock, the Company’s failure to adequately disclose information to its shareholders, and the Company’s improper corporate governance (“August 4 Letter”). In the August 4 Letter, the Plaintiffs noted numerous, deeply-troubling examples of the Board’s and management’s failings in governance and financial management, including that the Company had violated its own Bylaws in connection with the purported Option Plan Amendment, and by failing to hold an annual shareholders meeting for over a decade. Following August 4, 2011, however, the Company’s pattern of poor performance and disenfranchisement of shareholders continued and, in some instances, worsened. Among other things, the Company’s stock price continued to plunge and the Company’s financial results continued to decline. 6 COMPLAINT

27. After receiving the August 4 Letter, Defendants, through Defendant OC Kim, the Company’s President, acting Chief Financial Officer, Secretary and a member of the Board, contacted the Plaintiffs with a startling offer. Defendant Kim offered, on behalf of himself and the other Defendants, to sell all shares of the Company’s common stock held by the Defendants to the Plaintiffs and concurrently resign all positions with the Company. Defendants’ actions confirm they have lost all confidence in the prospects of the Company, and the Board’s ability to manage the Company effectively. November 14. 2011 Proxy Statement 28. On November 14, 2011, the Company filed a proxy statement (the “Proxy”), scheduling a shareholder meeting for December 22, 2011, in the middle of the Holiday season, when Defendants knew or should have known that public shareholders would be unable to attend (or at least less likely to attend). Plaintiffs allege, on information and belief, that the timing of the meeting was and is expressly intended to reduce shareholder participation for the purpose of entrenching the Defendants as Franklin’s management and directors. 29. Moreover, the Company set a previously unannounced record date of October 14, 2011 for voting shares of Franklin Common Stock at the annual meeting, the earliest date permitted under the Company’s Bylaws. The failure to announce a record date in advance effectively disenfranchised Franklin stockholders (including Plaintiffs) who purchased shares of Franklin Common Stock following the record date. Such shareholders will not be able to vote all of their shares at the annual meeting, notwithstanding that this will be the first opportunity Company shareholders will have had to vote their shares in over a decade. 30. In addition to seeking shareholder approval ofthe appointment or reappointment of certain of the Defendants to the Company’s board, the Proxy also seeks shareholder ratification of the defective Option Plan Amendment. By seeking such ratification, the Company has effectively acknowledged that the Company previously misled Company stockholders and the SEC when it reported in the Information Statement that a majority of stockholders had previously approved the Option Plan Amendment. /// /// /// 7 COMPLAINT

FIRST CAUSE OF ACTION (Breach of Fiduciary Duty) 31. Plaintiffs incorporate by reference the allegations of paragraphs 1 through 31, as though fully set forth herein. 32. As directors and/or officers of the Company, each of the Defendants owe fiduciary duties of care, loyalty and good faith to the Company’s stockholders, including Plaintiffs. Defendants’ fiduciary duties include obligations to exercise good business judgment, to act prudently in the operation of the Company’s business, to discharge their actions in good faith, to act in the best interests of the Company and its stockholders, and to put the interests of the Company before their own. 33. Defendants breached their fiduciary duty of care by, among other things, routinely mismanaging the Company, and failing to comply with the terms of the Company’s governing corporate documents and applicable corporate law. 34. Defendants breached their duties of loyalty and good faith by, among other things, intentionally violating federal securities laws in an attempt to approve the Option Plan Amendment and issue themselves additional equity in the Company, and seeking to disenfranchise Company stockholders and entrench themselves as Company management and members of the Company’s Board at the expense of the Company’s stockholders. 35. Plaintiffs and other Company stockholders have been damaged by the Defendants’ breach of their fiduciary duties. SECOND CAUSE OF ACTION (Declaratory Relief) 36. Plaintiffs incorporate by reference the allegations of paragraphs 1 through 36, as though fully set forth herein. 37. An actual controversy has arisen and now exists between the parties concerning the following matters: a. Defendants’ lack of compliance with the Company’s governing corporate documents and applicable corporate law; b. the validity of the Option Plan Amendment; 8 COMPLAINT

c. the validity of the Proxy, including the notice and scheduling of the annual shareholder meeting scheduled for December 22, 2011. d. other issues to be shown according to proof. 38. Judicial declarations are necessary and appropriate at this time to enable the parties to ascertain their rights and duties to each other. WHEREFORE, Plaintiffs pray for the following relief: 1. An award of compensatory damages in an amount to be shown according to proof; 2. Declaratory relief as requested herein; 3. Attorneys fees and costs to the extent allowed by law; 4. Such further and other relief as this Court deems just and proper. Dated: December 14, 2011 ENGLISH & GLOVEN A Professional Corporation By: Mark M. Glove Attorneys for Sherman Capital Group, LLC Singer Children’s Management Trust, David S. Oros Milfam NG, LLC, and Lloyd I. Miller—Trust C 9 COMPLAINT