UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER:
0-27857
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CUSIP NUMBER:
30229D 10 3
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(CHECK ONE): |_|Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2009
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTIONS (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Franklin Wireless Corp.
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Full Name of Registrant
N/A
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Former Name if Applicable
5440 Morehouse Drive, Suite 1000
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Address of Principal Executive Office (STREET AND NUMBER)
San Diego, CA 92121
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City, State and Zip Code
PART II
RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| | (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|X| | (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
| portion thereof, will be filed on or before the fifteenth calendar day
| following the prescribed due date; or the subject quarterly report or
| transition report on Form 10-Q or subject distribution report on Form
| 10-D, or portion thereof, will be filed on or before the fifth
| calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
| has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to file the report by the due date because it was
unable to complete its financial statements in a timely manner without
unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert J. Zepfel (949) 706-6000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_|No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company's net sales for the three months ended December 31, 2009
are expected to be approximately $25.0 million, as compared to net
sales for the three months ended December 31, 2008 of approximately
$4.6 million. The increase is due principally to increased sales of our
wireless broadband USB modems. The period ended December 31, 2009 also
includes approximately $600,000 of consolidated sales of Diffon
Corporation, of which Franklin acquired slightly more than 50% in
October 2009.
Cautionary Statements
This Form includes forwarding looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 regarding the Company
and its business that are not historical facts and are indicated by
words such as "anticipates," "expected," "plans," "believes" and similar
terms. Such forward looking statements involve risks and uncertainties
including, in particular, whether or not the final unaudited financial
results for the three months ended December 31, 2009 will be consistent
with the preliminary information summarized in this Form. In addition,
investors should also review the factors contained in the "Risk Factors"
section of the Company's Annual Report on Form 10-K for the year ended
June 30, 2009, filed with the Securities and Exchange Commission.
Franklin Wireless Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 16, 2010 By: /s/ OC Kim
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Name: OC Kim
Title: Acting Chief Financial Officer