What changed in this filing

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Item 1. Business

2020-09-18 compared with 2012-11-05 · 104 added, 107 removed, 14 unchanged (94% of the section changed)

BUSINESS OVERVIEW

We are engaged in the design,

manufacture and sale of broadband high speed wireless data communication products such as third generation (“3G”) and

fourth generation (“4G”) wireless modules and modems.

We focus primarily on wireless broadband Universal Serial Bus

(“USB”) modems, which provide a flexible way for consumers to connect to wireless broadband networks from laptop or

desktop computers.

Our broadband wireless data communication products are positioned at the convergence of wireless communications,

mobile computing and the Internet, each of which we believe represents a growing market.

Our wireless products are

based on Evolution Data Optimized technology ("EV-DO technology") of Code Division Multiple Access ("CDMA"),

High-Speed Packet Access technology (“HSPA technology”) of Wideband Code Division Multiple Access (“WCDMA), and

Worldwide Interoperability for Microwave Access (“WiMAX”) based on the IEEE 802.16 standard and Long Term Evolution

(LTE), which enable end users to send and receive email with large file attachments, play interactive games, receive, send and

download high resolution pictures, videos and music content .

We market our products

directly to wireless operators, and indirectly through strategic partners and distributors.

Our global customer base extends primarily

from the United States to South American and Caribbean as well as Asian countries.

We are a leading provider

of intelligent wireless solutions including mobile hotspots, routers, trackers, and other devices.

Our designs integrate innovative

hardware and software enabling machine-to-machine (M2M) applications and the Internet of Things (IoT).

Our M2M and IoT solutions

include embedded modules, modems and gateways built to deliver reliable always-on connectivity supporting a broad spectrum of applications

based on fifth generation and fourth generation (5G/4G) wireless technology.

We have a majority

ownership position in Franklin Technology Inc.

("FTI"), a research and development company located in Seoul, South Korea.

FTI primarily provides design and development services to us for our wireless products.

Our products are generally

marketed and sold directly to wireless operators, and indirectly through strategic partners and distributors.

Our global customer

base extends primarily from the United States to countries in Europe, the Middle East and Africa ("EMEA") and Asia.

OUR STRUCTURE

1 unchanged sentence

1982 in California and reincorporated in Nevada on January 2, 2008.

The reincorporation had no effect on the nature of our

business or our management.

The reincorporation had no effect on the nature

of our business or our management.

Our headquarters office is located in San Diego, California.

The office is principally composed of

marketing, sales, operations, finance and administrative support.

It is responsible for all customer-related activities, such as

marketing communications, product planning, product management and customer support, along with sales and business development

The office is principally composed

of marketing, sales, operations, finance and administrative support.

It is responsible for all customer-related activities, such

as marketing communications, product planning, product management and customer support, along with sales and business development

activities on a worldwide basis.

The consolidated financial

statements include the accounts of the Company, a wholly-owned subsidiary, and a subsidiary with a majority voting interest of

51.8% (48.2% is owned by non-controlling interests) and 51.5% (48.5% is owned by non-controlling interests), as of June 30, 2012

and June 30, 2011, respectively, and 50.6% (49.4% was owned by non-controlling interests) prior to January, 2011.

In the preparation

of consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are

reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests.

Accounting Standards Codification

(“ASC”) 280, “Segment Reporting,”

requires public companies to report financial and descriptive information

about their reportable operating segments.

We identify our operating segments based on how management internally evaluates

separate financial information, business activities and management responsibility.

We have one reportable segment, consisting

of the sale of wireless access products.

We generate revenues from three geographic areas, consisting of the United States, the

Caribbean and South America, and Asia.

The following enterprise-wide disclosure is prepared on a basis consistent with the preparation

of the consolidated financial statements.

The following table contains certain financial information by geographic area:

statements include the accounts of the Company and its subsidiary with a majority voting interest of 66.3% (33.7% is owned by non-controlling

interests) and 64.2% (35.8% is owned by non-controlling interests) as of June 30, 2020 and as of June 30, 2019, respectively.

the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated and

net earnings are reduced by the portion of the net earnings of the subsidiary applicable to non-controlling interests.

in the majority voting interest in percentage from 64.2% to 66.3% was due to the purchase by the Company of 43,333 shares of the

subsidiary for $75,000 ($1.73 per share) from three non-controlling shareholders.

The purchase decreased the non-controlling interests’

ownership percentage from 35.8% to 33.7%.

Accounting Standards

Codification (“ASC”) 280, “Segment Reporting,”

requires public companies to report financial and descriptive

information about their reportable operating segments.

We identify our operating segments based on how our chief operating

decision maker internally evaluates separate financial information, business activities and management responsibility.

have one reportable segment, consisting of the sale of wireless access products.

We generate revenues from three geographic areas,

consisting of the United States, EMEA and Asia.

The following enterprise-wide disclosure is prepared on a basis consistent with

the preparation of the consolidated financial statements.

The following table contains certain financial information

by geographic area:

Fiscal Year Ended June 30,

United States

Caribbean and South America

Long-lived assets, net:

Europe, the Middle East and Africa ("EMEA")

Long-lived assets, net (property and equipment and intangible assets):

June 30, 2020

1 unchanged sentence

United States

We were the world’s

first supplier of both CDMA EVDO Rev A and dual-mode (CDMA Rev A/WiMAX) Universal Serial Bus (USB) modems.

Our mobile broadband

and data products include a variety of wireless USB modems as well as Wi-Fi “hotspot”

routers (which operate over WiMAX

or CDMA networks) and embedded modules.

Our products provide consumers with an easy and convenient way in which to wirelessly connect

to the Internet from laptop or desktop computers.

These high-speed devices support the viewing of web pages and sending and receiving

email with large file attachments, as well as downloading pictures, videos and music content.

Our products are based on widely

deployed cellular technologies and operate across 3G and 4G networks including:

o Code Division Multiple Access (“CDMA”) technology 1xEVDO –

Evolution-Data Optimized

technology in both Rev 0 and Rev A releases.

o High Speed Packet Access (“HSPA”) based on the Universal Mobile Telecommunications

System standard, sometimes referred to as Wideband Code Division Multiple Access (“WCDMA”) technology.

o Worldwide Interoperability for Microwave Access (“WiMAX”) based on the IEEE 802.16

o Long Term Evolution (LTE) 4G mobile broadband standard.

LTE specification provides downlink peak rates of at least 100 Mbps, uplink peak rates of at least 50 Mbps and radio

access network (RAN) round-trip times of less than 10 milliseconds.

The following are representative

selections of our current CDMA, HSPA, WiMax and LTE wireless data products:

o Dual-mode (3G and 4G) USB modems:

These devices, when plugged into the Universal Serial Bus (USB) port of laptop or desktop

computers, provide an easy and convenient way for consumers to connect to 3G or 4G wireless broadband networks.

o Single-mode USB modems:

Operate over a variety of networks including CDMA EVDO Rev A and HSPA.

STAND-ALONE MODEMS:

o For Machine-to-Machine (“M2M”) and other vertical markets with a need for an Internet

connection, such as a kiosk, vending machine or other remotely located assets, where cable or DSL services do not exist.

o Hotspot Routers:

Embedded Wi-Fi hotspot routers that operate over CDMA EVDO Rev A or WiMAX networks.

o Embedded Modules:

Includes single-mode devices that operate over CDMA EVDO Rev A or WiMAX networks

and dual-mode (3G and 4G) devices whose primary market is original equipment manufacturers (OEMs) who seek a reliable embedded

module solution for their wireless data applications.

Our global customer base

is comprised of wireless operators, strategic partners and distributors located primarily in the United States, South America

and the Caribbean regions, and Asia.

Our USB modems are certified by Sprint, C-Spire Wireless and other wireless operators located

in the United States and also by wireless operators located in Caribbean and South American countries.

are a global leader and innovator in providing the latest mobile technologies to the mass market, which includes 5G/4G Mobile Hotspots,

5G/4G Customer Premises Equipment, and MDM solutions.

We are a leading enabler of the Digital Divide initiative, and our

expertise extends to innovation in Internet of Things (IOT) and Machine-to-machine (M2M) applications.

The following is a sample of the products

5G/4G LTE Wireless

Broadband Products

5G/4G LTE Wi-Fi

Mobile Hotspot

o Portable Wi-Fi hotspot routers that provide wireless Internet access with 5G/4G support for multiple

simultaneously connected devices including laptops, tablets, and smart phones.

Our Mobile Hotspot products help remote workers

be productive while on the go and help students and educational institutions support remote learning activities.

5G/4G LTE Consumer Home Gateway

(Customer-Premises Equipment)

o Enhanced routing gateway that can provide support for both wired and wireless connectivity, offering

solutions for consumers looking to replace Cable or DSL service

IoT Tracking Devices and Connected Devices:

Smart IoT tracking device

o Location service devices based on CAT1 and CAT M technology, allowing consumers and businesses

to track virtually any tangible item, anytime and anywhere.

Connected Car

o An all in one connected car solution that provides easy access Wi-Fi Hotspot technology and extensive

added vehicle diagnostics, safety, and security features, as well as location service via OBDII protocol with other applications.

Home Phone Connect

o Franklin’s Voice Over LTE (VoLTE) device provides a landline alternative connecting instantly

and allows users local and domestic long distance calling through the carrier’s network.

IOT Server Platform and Application

o “Pintrac,”

Franklin’s Cloud based telecom grade server platform enables enhanced

remote device functionality.

o Pintrac Mobile Device Management (MDM) for LTE hotspots allows schools, government agencies and to remotely manage and configure

o Pintrac Pet is a complete pet tracking application, allowing monitoring and tracking household pets and their activity using

Franklin’s Trackers.

o Pintrac Auto tracks, locates, and manages vehicles for consumers and businesses using Franklin’s

LTE OBD devices.

Our global customer

base is comprised of wireless operators, strategic partners and distributors located primarily in the United States, EMEA and Asia.

SALES AND MARKETING

We market and sell our

products primarily to wireless operators located in the United States, South America and the Caribbean regions mainly through

our internal, direct sales organization and, to a lesser degree, indirectly through strategic partners and distributors.

process is supported with a range of marketing activities, including trade shows, product marketing and public relations.

All of our wireless devices

must pass Federal Communications Commission (FCC) testing in order to be sold in United States markets.

CDMA Development Group

(“CDG”) test certifications are required in order to launch CDMA wireless data products with wireless operators in

North America, the Caribbean and South America, and PCS Type Certification Review Board (“PTCRB”) test certifications

are required for HSPA wireless data products.

Certifications are issued as being a qualifier of CDG 1, CDG 2 and CDG

3 as well as PTCRB.

We market and sell

our products primarily to wireless operators located in the United States, EMEA, and Asia regions mainly through our internal,

direct sales organization and, to a lesser degree, indirectly through strategic partners and distributors.

The sales process is

supported with a range of marketing activities, including trade shows, product marketing and public relations.

All of our wireless

devices must pass Federal Communications Commission (FCC) testing in order to be sold in United States markets.

Global Certification

Forum (“GCF”) test certifications are required in order to launch any wireless data products with wireless operators

in North America.

PCS Type Certification Review Board (“PTCRB”) test certifications also are required for all LTE and

HSPA/GSM wireless data products.

Other LTE and 5G test certifications, as defined by the 3GPP governing body, are required for

LTE and 5G wireless data products.

Certifications are issued as being a qualifier of GCF, PTCRB, IEEE, CE, UL, Wi-Fi alliance certification

and 3GPP standards.

PRODUCTION AND MANUFACTURING OPERATIONS

For the fiscal year ended

June 30, 2012, the manufacturing of our products was primarily contracted out to Samsung Electro-Mechanics (“Samsung”),

located in South Korea, and other manufacturing companies located in various parts of Asia.

As of June 30, 2012, we

had 74 employees.

We also use the services of consultants and contract workers from time to time.

Our employees are not represented

by any collective bargaining organization, and we have never experienced a work stoppage.

For the fiscal year

ended June 30, 2020, the manufacturing of the majority of our products was performed by two independent companies located in Asia.

As of June 30, 2020,

we had 71 total employees at Franklin and FTI combined.

We also use the services of consultants and contract workers from time

Our employees are not represented by any collective bargaining organization, and we have never experienced a work stoppage.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1. Business