FRANKLIN WIRELESS CORP 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-14891 FRANKLIN WIRELESS CORP. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 95-3733534 (I.R.S. Employer Identification Number) 9707 Waples Street Suite 150 San Diego , California (Address of principal executive offices) 92121 (Zip code) (858) 623-0000 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $.001 per share FKWL The Nasdaq Stock Market LLC The Registrant has 11,684,280 shares of common stock outstanding as of November 14, 2022. FRANKLIN WIRELESS CORP. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 INDEX Page PART I – Financial Information Item 1: Consolidated Financial Statements (unaudited) 4 Consolidated Balance Sheets as of September 30, 2022 (unaudited) and June 30, 2022 4 Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (unaudited) for the three months ended September 30, 2022 and 2021 5 Consolidated Statements of Stockholders' Equity (unaudited) for the three months ended September 30, 2022 and 2021 6 - 7 Consolidated Statements of Cash Flows (unaudited) for the three months ended September 30, 2022 and 2021 8 Notes to Consolidated Financial Statements 9 Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3: Quantitative and Qualitative Disclosures About Market Risk 26 Item 4: Controls and Procedures 26 PART II – Other Information Item 1: Legal Proceedings 27 Item 1A: Risk Factors 27 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 3: Defaults Upon Senior Securities 27 Item 4: Mine Safety Disclosures 27 Item 5: Other Information 27 Item 6: Exhibits 28 Signatures 29 2 NOTE ON FORWARD LOOKING STATEMENTS You should keep in mind the following points as you read this Report on Form 10-Q: The terms “we,” “us,” “our,” “Franklin,” “Franklin Wireless,” or the “Company” refer to Franklin Wireless Corp. This Report on Form 10-Q contains statements which, to the extent they do not recite historical fact, constitute “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements are used under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and elsewhere in this Quarterly Report on Form 10-Q. You can identify these statements by the use of words like “may,” “will,” “could,” “should,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue,” and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons, including those discussed under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2022. These forward looking statements are made only as of the date of this Report on Form 10-Q. We do not undertake to update or revise the forward looking statements, whether as a result of new information, future events or otherwise. 3 PART I – FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS FRANKLIN WIRELESS CORP. Consolidated Balance Sheets September 30, 2022 June 30, (Unaudited) 2022 ASSETS Current assets: Cash and cash equivalents $ 25,504,941 $ 26,277,418 Short-term investments-others 15,256,000 16,336,659 Accounts receivable, net 946,006 1,322,619 Other receivables, net 28,178 40,132 Inventories, net 5,053,255 4,197,863 Prepaid expenses and other current assets 32,232 40,939 Advance payments to vendors 146,020 174,796 Total current assets 46,966,632 48,390,426 Property and equipment, net 116,807 105,952 Intangible assets, net 1,670,266 1,350,056 Deferred tax assets, non-current 1,451,619 1,347,436 Goodwill 273,285 273,285 Right of use assets 375,785 448,621 Other assets 116,186 126,095 TOTAL ASSETS $ 50,970,580 $ 52,041,871 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 8,680,700 $ 8,143,305 Income tax payable 1,770 6,702 Unearned revenue 301,737 231,624 Accrued liabilities 552,140 589,907 Lease liabilities, current 311,932 308,834 Total current liabilities 9,848,279 9,280,372 Lease liabilities, non-current 79,949 159,104 Total liabilities 9,928,228 9,439,476 Commitments and contingencies (Note 8) – – Stockholders’ equity: Parent Company stockholders’ equity Preferred stock, par value $ 0.001 per share, authorized 10,000,000 shares; No preferred stock issued and outstanding as of September 30, 2022, and June 30, 2022 – – Common stock, par value $ 0.001 per share, authorized 50,000,000 shares; 11,684,280 shares issued and outstanding as of September 30, 2022, and June 30, 2022, respectively 14,163 14,163 Additional paid-in capital 13,774,171 13,593,426 Retained earnings 30,837,255 31,964,246 Treasury stock, 2,549,208 shares as of September 30, 2022, and June 30, 2022 ( 3,554,893 ) ( 3,554,893 ) Accumulated other comprehensive loss ( 1,298,370 ) ( 984,152 ) Total Parent Company stockholders’ equity 39,772,326 41,032,790 Non-controlling interests 1,270,026 1,569,605 Total stockholders’ equity 41,042,352 42,602,395 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 50,970,580 $ 52,041,871 See accompanying notes to consolidated financial statements. 4 FRANKLIN WIRELESS CORP. Consolidated Statements of Comprehensive Loss Three Months Ended September 30, 2022 2021 Net sales $ 8,108,940 $ 3,344,060 Cost of goods sold 6,515,078 2,851,096 Gross profit 1,593,862 492,964 Operating expenses: Selling, general and administrative 1,239,635 1,077,815 Research and development 970,120 1,021,902 Total operating expenses 2,209,755 2,099,717 Loss from operations ( 615,893 ) ( 1,606,753 ) Other income, net: Interest income 60,062 1,923 Income from governmental subsidy 17,147 84,746 (Loss) gain from foreign currency transactions ( 948,887 ) 47,318 Other expense, net ( 42,382 ) ( 1,463 ) Total other (expense) income, net ( 914,060 ) 132,524 Loss before provision for income taxes ( 1,529,953 ) ( 1,474,229 ) Income tax benefits ( 103,383 ) ( 411,256 ) Net loss ( 1,426,570 ) ( 1,062,973 ) Less: non-controlling interests in net (loss) income of subsidiary at 33.7% ( 299,579 ) 40,632 Net loss attributable to Parent Company $ ( 1,126,991 ) $ ( 1,103,605 ) Basic loss per share attributable to Parent Company stockholders $ ( 0.10 ) $ ( 0.10 ) Diluted loss per share attributable to Parent Company stockholders $ ( 0.10 ) $ ( 0.10 ) Weighted average common shares outstanding - basic 11,684,280 11,593,006 Weighted average common shares outstanding - diluted 11,684,280 11,593,006 Comprehensive loss: Net loss $ ( 1,426,570 ) $ ( 1,062,973 ) Translation adjustments ( 314,218 ) ( 127,605 ) Comprehensive loss ( 1,740,788 ) ( 1,190,578 ) Less: comprehensive (loss) income attributable to non-controlling interest ( 299,579 ) 40,632 Comprehensive loss attributable to controlling interest $ ( 1,441,209 ) $ ( 1,231,210 ) See accompanying notes to consolidated financial statements. 5 FRANKLIN WIRELESS CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the Three Months Ended September 30, 2022 (unaudited) Common Stock Additional Paid-in Retained Treasury Accumulated Other Comprehensive Income Non-controlling Total Stockholders Shares Amount Capital Earnings Stock (Loss) Interest Equity Balance - June 30, 2022 11,684,280 $ 14,163 $ 13,593,426 $ 31,964,246 $ ( 3,554,893 ) $ ( 984,152 ) $ 1,569,605 $ 42,602,395 Net loss attributable to Parent Company – – – ( 1,126,991 ) – – – ( 1,126,991 ) Foreign exchange translation – – – – – ( 314,218 ) – ( 314,218 ) Comprehensive loss attributable to non-controlling interest – – – – – – ( 299,579 ) ( 299,579 ) Stock based compensation – – 180,745 – – – – 180,745 Balance – September 30, 2022 (unaudited) 11,684,280 $ 14,163 $ 13,774,171 $ 30,837,255 $ ( 3,554,893 ) $ ( 1,298,370 ) $ 1,270,026 $ 41,042,352 See accompanying notes to consolidated financial statements. 6 FRANKLIN WIRELESS CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the Three Months Ended September 30, 2021 (unaudited) Common Stock Additional Paid-in Retained Treasury Accumulated Other Comprehensive Income Non-controlling Total Stockholders Shares Amount Capital Earnings Stock (Loss) Interest Equity Balance - June 30, 2021 11,590,281 $ 14,069 $ 12,972,234 $ 35,727,094 $ ( 3,554,893 ) $ ( 472,502 ) $ 1,479,162 $ 46,165,164 Net loss attributable to Parent Company – – – ( 1,103,605 ) – – – ( 1,103,605 ) Foreign exchange translation – – – – – ( 127,605 ) – ( 127,605 ) Issuance of stock related to stock option exercised 3,999 4 21,591 – – – – 21,595 Comprehensive income attributable to non-controlling interest – – – – – – 40,632 40,632 Stock based compensation – – 94,538 – – – – 94,538 Balance – September 30, 2021 (unaudited) 11,594,280 $ 14,073 $ 13,088,363 $ 34,623,489 $ ( 3,554,893 ) $ ( 600,107 ) $ 1,519,794 $ 45,090,719 See accompanying notes to consolidated financial statements. 7 FRANKLIN WIRELESS CORP. Consolidated Statements of Cash Flows Three Months Ended September 30, 2022 2021 CASH FLOW FROM OPERATING ACTIVITIES: Net loss $ ( 1,426,570 ) $ ( 1,062,973 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 15,819 22,786 Amortization of intangible assets 179,894 93,694 Stock based compensation 180,745 94,538 Amortization of right of use assets 72,836 90,634 Deferred tax (benefit) ( 104,183 ) ( 439,568 ) Increase (decrease) in cash due to change in: Accounts receivable 388,567 1,000,401 Inventories ( 855,392 ) 247,576 Prepaid expenses and other current assets 8,707 10,544 Prepaid income taxes – ( 102,055 ) Advance payments to vendors 28,776 ( 88,114 ) Other assets 9,909 5,321 Accounts payable 537,395 ( 6,156,666 ) Income tax payable ( 4,932 ) ( 69,984 ) Unearned revenue from customers 70,113 125,701 Lease liabilities ( 76,057 ) ( 93,853 ) Accrued liabilities ( 37,767 ) ( 46,568 ) Net cash used in operating activities ( 1,012,140 ) ( 6,368,586 ) CASH FLOW FROM INVESTING ACTIVITIES: Sales/Purchases of short-term investments 1,080,659 ( 585 ) Purchases of property and equipment ( 26,674 ) ( 6,032 ) Payments for capitalized product development costs ( 493,250 ) ( 35,543 ) Purchases of intangible assets ( 6,854 ) ( 1,325 ) Net cash provided by (used in) investing activities 553,881 ( 43,485 ) CASH FLOW FROM FINANCING ACTIVITIES: Cash received from exercise of stock options – 21,595 Net cash provided by financing activities – 21,595 Effect of foreign currency translation ( 314,218 ) ( 127,605 ) Net decrease in cash and cash equivalents ( 772,477 ) ( 6,518,081 ) Cash and cash equivalents, beginning of period 26,277,418 45,796,006 Cash and cash equivalents, end of period $ 25,504,941 $ 39,277,925 Supplemental disclosure of cash flow information: Cash paid during the periods for: Income taxes $ ( 800 ) $ ( 200,350 ) See accompanying notes to consolidated financial statements. 8 FRANKLIN WIRELESS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary, Franklin Technology Inc. ("FTI"), with a majority voting interest of 66.3 % (approximately 33.7 % is owned by non-controlling interests) as of September 30, 2022 and 2021. 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 the subsidiary applicable to non-controlling interests. As consolidated financial statements are based on the assumption that they represent the financial position and operating results of a single economic entity, the retained earnings or deficit of the subsidiary at the date of acquisition, October 1, 2009, by the parent are excluded from consolidated retained earnings. When a subsidiary is consolidated, the consolidated financial statements include the subsidiary’s revenues, expenses, gains, and losses only from the date the subsidiary is initially consolidated, and the non-controlling interest is reported in the consolidated statement of financial position within equity, separately from the parent’s equity. There are no shares of the Company held by any subsidiaries as of September 30, 2022, or June 30, 2022. Non-controlling Interest in a Consolidated Subsidiary As of September 30, 2022, the non-controlling interest was $ 1,270,026 , which represents a $ 299,579 decrease from $ 1,569,605 as of June 30, 2022. The decrease in the non-controlling interest of $ 299,579 was from loss in the subsidiary of $ 890,082 incurred for the three months ended September 30, 2022. Segment Reporting 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. We have one reportable segment, consisting of the sale of wireless access products. Segment information by geographic areas Three Months Ended September 30, Net sales: 2022 2021 North America $ 8,107,451 $ 3,171,198 Asia 1,489 172,862 Totals $ 8,108,940 $ 3,344,060 Long lived assets by geographic area Long-lived assets, net (property and equipment and intangible assets): September 30, 2022 June 30, 2022 North America $ 1,681,253 $ 1,374,747 Asia 105,820 81,261 Totals $ 1,787,073 $ 1,456,008 9 Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Fair Value of Financial Instruments The carrying amounts of financial instruments such as cash equivalents, short-term investments, accounts receivable, accounts payable and debt approximate the related fair values due to the short-term maturities of these instruments. We invest our excess cash into financial instruments which are readily convertible into cash, such as money market funds and certificates of deposit. Allowance for Doubtful Accounts Based upon our review of our collection history as well as the current balances associated with all significant customers and associated invoices, as of September 30, 2022, we did no t believe an allowance for doubtful accounts was necessary. Revenue Recognition Contracts with Customers Revenue for sales of products and services is derived from contracts with customers. The products and services promised in contracts primarily consist of hotspot routers. Contracts with each customer generally state the terms of the sale, including the description, quantity and price of each product or service. Payment terms are stated in the contract, primarily in the form of a purchase order. Since the customer typically agrees to a stated rate and price in the purchase order that does not vary over the life of the contract, the majority of our contracts do not contain variable consideration. We establish a provision for estimated warranty and returns. Using historical averages, that provision for the quarter ended September 30, 2022 was not material. Disaggregation of Revenue In accordance with Topic 606, we disaggregate revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. We determined that disaggregating revenue into these categories meets the disclosure objective in Topic 606, which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors. 10 Contract Balances We perform our obligations under a contract with a customer by transferring products in exchange for consideration from the customer. We typically invoice our customers as soon as control of an asset is transferred, and a receivable is established. We, however, recognize a contract liability when a customer prepays for goods and/or services, or we have not delivered goods under the contract since we have not yet transferred control of the goods and/or services. The balances of our trade receivables are as follows: Schedule of receivables September 30, 2022 June 30, 2022 Accounts Receivable $ 946,006 $ 1,322,619 The balance of contract assets was immaterial as we did not have a significant amount of un-invoiced receivables in the periods ended September 30, 2022, and June 30, 2022. Our contract liabilities are as follows: Schedule of contract liabilities September 30, 2022 June 30, 2022 Undelivered products $ 441,737 $ 371,624 Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the products and services promised in our contracts with customers. We then identify performance obligations to transfer distinct products or services to the customer. In order to identify performance obligations, we consider all the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Our performance obligations are primarily satisfied at a point in time. Revenue from products transferred to customers at a single point in time accounted for 99.9% of net sales for the three months ended September 30, 2022. Revenue recognized over a period of time for non-recurring engineering projects is based on the percent complete of a project and accounted for 0.1% of net sales for the three months ended September 30, 2022. The majority of our revenue recognized at a point in time is for the sale of hotspot router products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer at completion of the shipping process. As of September 30, 2022, our contracts do not contain any unsatisfied performance obligations, except for undelivered products. Cost of Goods Sold All costs associated with our contract manufacturers, as well as distribution, fulfillment and repair services, are included in our cost of goods sold. Cost of goods sold also includes amortization expenses of approximately $ 166,000 and $ 78,000 associated with capitalized product development costs associated with complete technology for the three months ended September 30, 2022 and 2021, respectively. 11 Capitalized Product Development Costs Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other” includes software that is part of a product or process to be sold to a customer and is accounted for under Subtopic 985-20. Our products contain embedded software internally developed by FTI, which is an integral part of these products because it allows the various components of the products to communicate with each other and the products are clearly unable to function without this coding. The costs of product development that are capitalized once technological feasibility is determined (noted as technology in progress in the Intangible Assets table in Note 3 to Notes to Consolidated Financial Statements) include related licenses, certification costs, payroll, employee benefits, and other headcount-related expenses associated with product development. We determine that technological feasibility for our products is reached after all high-risk development issues have been resolved. Once the products are available for general release to our customers, we cease capitalizing the product development costs and any additional costs, if any, are expensed. The capitalized product development costs are amortized on a product-by-product basis using the greater of straight-line amortization or the ratio of the current gross revenues to the current and anticipated future gross revenues. The amortization begins when the products are available for general release to our customers. As of September 30, 2022, and June 30, 2022, capitalized product development costs in progress were $ 680,593 and $ 187,343 , respectively, and the amounts are included in intangible assets in our consolidated balance sheets. During the three months ended September 30, 2022 and 2021, we incurred $ 493,250 and $ 35,543 , respectively, in capitalized product development costs, and such amounts are primarily comprised of certifications and licenses. All costs incurred before technological feasibility is reached are expensed and included in our consolidated statements of comprehensive income. Research and Development Costs Costs associated with research and development are expensed as incurred. Research and development costs were $ 970,120 and $ 1,021,902 for the three months ended September 30, 2022 and 2021, respectively. Warranties We provide a warranty for one year which is covered by our vendors and manufacturers under purchase agreements between the Company and the vendors. As a result, we believe we do not have any net warranty exposure and do not accrue any warranty expenses. Historically, the Company has not experienced any material net warranty expenditures. Shipping and Handling Costs Costs associated with product shipping and handling are expensed as incurred. Shipping and handling costs, which are included in selling, general and administrative expenses on the consolidated statements of comprehensive income (loss), were $ 40,553 and $ 45,384 for the three months ended September 30, 2022 and 2021, respectively. Cash and Cash Equivalents For purposes of the consolidated statements of cash flow, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. We invest our excess cash into financial instruments which management believes are readily convertible into cash, such as money market funds that are readily convertible to cash and have a $1.00 net asset value. Short Term Investments We have invested excess funds in short term liquid assets, such as certificates of deposit. 12 Inventories Our inventories consist of finished goods and are stated at the lower of cost or net realizable value, cost being determined on a first-in, first-out basis. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. Our customer demand is highly unpredictable and can fluctuate significantly caused by factors beyond the control of the Company. We may write down our inventory value for potential obsolescence and excess inventory. As of September 30, 2022, and June 30, 2022, we have recorded inventory reserves in the amount of $ 557,155 for inventories that we have identified as obsolete or slow-moving. Property and Equipment Property and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Useful lives of property and equipment Machinery 6 years Office equipment 5 years Molds 3 years Vehicles 5 years Computers and software 5 years Furniture and fixtures 7 years Facilities improvements 5 years or life of the lease, whichever is shorter Goodwill and Intangible Assets Goodwill and certain intangible assets were recorded in connection with the FTI acquisition in October 2009, and are accounted for in accordance with ASC 805, “Business Combinations.” Goodwill represents the excess of the purchase price over the fair value of the tangible and intangible net assets acquired. Intangible assets are recorded at their fair value at the date of acquisition. Goodwill and other intangible assets are accounted for in accordance with ASC 350, “Goodwill and Other Intangible Assets.” Goodwill and other intangible assets are tested for impairment at least annually and any related impairment losses are recognized in earnings when identified. No impairment was deemed necessary as of September 30, 2022 or June 30, 2022. Long-lived Assets In accordance with ASC 360, “Property, Plant, and Equipment,” we review for impairment of long-lived assets and certain identifiable intangibles whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. We consider the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount. As of September 30, 2022, and June 30, 2022, we were not aware of any events or changes in circumstances that would indicate that the long-lived assets are impaired. Stock-based Compensation Our employee share-based awards result in a cost that is measured at fair value on an award’s grant date, based on the estimated number of awards that are expected to vest. Compensation costs are recognized over the period that an employee provides service in exchange for the award, i.e., the vesting period. We estimate the fair value of stock options using a Black-Scholes option pricing model. Transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Stock-based compensation costs are reflected in the accompanying consolidated statements of comprehensive income based upon the underlying recipients' roles within the Company. 13 Income Taxes We use the asset and liability method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets, unless it is more likely than not such assets will be realized. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes and the annual change in deferred taxes. We assess its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. We classify interest and penalties associated with such uncertain tax positions as a component of income tax expense. As of September 30, 2022, we have no material unrecognized tax benefits. We recorded income tax benefits of $ 103,383 and $ 411,256 for the three months ended September 30, 2022, and 2021, respectively. We also recorded an increase in deferred tax asset, non-current, of $ 104,183 and $ 439,568 for the three months ended September 30, 2022, and 2021, respectively. Earnings (loss) per Share Attributable to Common Stockholders Earnings (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares that were outstanding for the period, without consideration for potential common shares. Diluted earnings per share is calculated by dividing the net income (loss) by the sum of the weighted-average number of dilutive potential common shares outstanding for the period determined using the treasury-stock method or the as-converted method. Potentially dilutive shares are comprised of common stock options outstanding under our stock plan. Concentrations We extend credit to our customers and perform ongoing credit evaluations of such customers. We evaluate our accounts receivable on a regular basis for collectability and provide for an allowance for potential credit losses as deemed necessary. No reserve was required or recorded for any of the periods presented. Substantially all of our revenues are derived from sales of wireless data products. Any significant decline in market acceptance of our products or in the financial condition of our existing customers could impair our ability to operate effectively. A significant portion of our revenue is derived from a small number of customers. For the three months ended September 30, 2022, sales to our one largest customer accounted for 92 % of our consolidated net sales, and 0 % of our accounts receivable balance as of September 30, 2022. In the same period of 2021, sales to our two largest customers accounted for 64 % and 16 % of our consolidated net sales, and 0 % and 33 % of our accounts receivable balance as of September 30, 2021. No other customers accounted for more than ten percent of total net sales for the three months ended September 30, 2022 and 2021. For the three months ended September 30, 2022, we purchased the majority of our wireless data products from two manufacturing companies located in Asia. If these manufacturing companies were to experience delays, capacity constraints or quality control problems, product shipments to our customers could be delayed, or our customers could consequently elect to cancel the underlying product purchase order, which would negatively impact the Company's revenue. For the three months ended September 30, 2022, we purchased wireless data products from these manufacturers in the amount of $ 7,067,055 , or 99 % of total purchases, and had related accounts payable of $ 7,990,867 as of September 30, 2022. In the same period of 2021, we purchased wireless data products from these manufacturers in the amount of $ 2,473,117 , or 99 % of total purchases, and had related accounts payable of $ 3,159,529 as of September 30, 2021. 14 We maintain our cash accounts with established commercial banks. Such cash deposits exceed the Federal Deposit Insurance Corporation insured limit of $250,000 for each financial institution. However, we do not anticipate any losses on excess deposits. NOTE 2 – BUSINESS OVERVIEW We are a leading provider of integrated wireless solutions utilizing the latest in 4G LTE (fourth generation long-term evolution) and 5G (fifth generation) technologies including mobile hotspots, routers, CPEs (Customer Premise Equipment), and various trackers. Our integrated software subscription services provide users remote capabilities including mobile device management (MDM) and software defined wide area networking (SD-WAN). We have majority ownership of Franklin Technology Inc. (FTI), a research and development company based in Seoul, South Korea. FTI primarily provides design and development services 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 primarily extends from North America to Asia. NOTE 3 – BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Franklin Wireless Corp. have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q. In the opinion of management, the financial statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the financial position, the results of operations and comprehensive income (loss) and cash flows of the Company for the periods presented. These financial statements and notes hereto should be read in conjunction with the financial statements and notes thereto for the fiscal year ended June 30, 2022 included in our Form 10-K filed on September 13, 2022. The operating results or cash flows for the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year. NOTE 4 – DEFINITE LIVED INTANGIBLE ASSETS The definite lived intangible assets consisted of the following as of September 30, 2022: Schedule of definite lived intangible assets Definite lived intangible assets: Expected Life Average Remaining Life Gross Intangible Assets Less Accumulated Amortization Net Intangible Assets Complete technology 3 years – 18,397 18,397 – Technology in progress Not Applicable – 680,593 – 680,593 Software 5 years 2.3 years 423,147 327,182 95,964 Patents 10 years 3.2 years 28,397 16,500 11,898 Certifications & licenses 3 years 0.8 years 2,144,359 1,262,548 881,811 Total as of September 30, 2022 $ 3,294,893 $ 1,624,627 $ 1,670,266 15 The definite lived intangible assets consisted of the following as of June 30, 2022: Definite lived intangible assets: Expected Life Average Remaining Life Gross Intangible Assets Less Accumulated Amortization Net Intangible Assets Complete technology 3 years – 18,397 18,397 – Technology in progress Not Applicable – 187,343 – 187,343 Software 5 years 2.6 years 423,147 314,855 108,292 Patents 10 years 2.5 years 21,543 15,122 6,421 Certifications & licenses 3 years 1.1 years 2,144,359 1,096,359 1,048,000 Total as of June 30, 2022 $ 2,794,789 1,444,733 1,350,056 Amortization expense recognized during the three months ended September 30, 2022 and 2021 was $ 179,894 and $ 93,694 , respectively. The amortization expenses of the definite lived intangible assets for the future are as follows: Schedule of future amortization expense FY2023 FY2024 FY2025 FY2026 FY2027 Thereafter Total $ 370,841 $ 393,046 $ 183,177 $ 13,981 $ 10,188 $ 18,440 NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: Schedule of property and equipment September 30, 2022 June 30, 2022 Machinery and Commercial Equipment $ 68,004 $ 67,848 Office equipment 312,993 312,785 Molds 601,862 575,552 Vehicle 15,513 15,513 998,372 971,698 Less accumulated depreciation ( 881,565 ) ( 865,746 ) Total $ 116,807 $ 105,952 Depreciation expense associated with property and equipment was $ 15,819 and $ 22,786 for the three months ended September 30, 2022 and 2021, respectively. 16 NOTE 6 – ACCRUED LIABILITIES Accrued liabilities consisted of the following as of: Schedule of accrued liabilities September 30, 2022 June 30, 2022 Accrued payroll deductions owed to government entities $ 52,356 $ 55,387 Accrued vacation 62,563 65,602 Accrued undelivered inventory 140,000 140,000 Accrued commission for service providers 37,500 40,000 Accrued commission to a customer 248,549 288,306 Other accrued liabilities 11,172 612 Total $ 552,140 $ 589,907 NOTE 7 – EARNINGS (LOSS) PER SHARE For the three months ended September 30, 2022 and 2021, we were in a net loss position and have excluded 756,001 and 477,001 stock options, respectively, from the calculation of diluted net loss per share because these securities are anti-dilutive. The weighted average number of shares outstanding used to compute earnings per share is as follows: Schedule of earnings per share Three Months Ended September 30, 2022 2021 Net loss attributable to Parent Company $ ( 1,126,991 ) $ ( 1,103,605 ) Weighted-average shares of common stock outstanding: Basic shares outstanding 11,684,280 11,593,006 Dilutive effect of common stock equivalents arising from stock options – – Diluted shares outstanding 11,684,280 11,593,006 Basic loss per share $ ( 0.10 ) $ ( 0.10 ) Diluted loss per share $ ( 0.10 ) $ ( 0.10 ) NOTE 8 – COMMITMENTS AND CONTINGENCIES Leases On September 9, 2015, we signed a lease for new office space consisting of approximately 12,775 square feet, located in San Diego, California, at a monthly rent of $ 23,115 , which commenced on October 28, 2015. In addition to monthly rent, the new lease includes payment for certain common area costs. The term of the lease for the new office space was four years from the lease commencement date and was then extended by an additional fifty months, to December 31, 2023. Our facility is covered by an appropriate level of insurance, and we believe it to be suitable for our use and adequate for our present needs. Rent expense for this office space was $ 77,263 for the three months ended September 30, 2022 and 2021. Our Korea-based subsidiary, FTI, leases approximately 10,000 square feet of office space, at a monthly rent of approximately $8,000, and additional office space consisting of approximately 2,682 square feet at a monthly rent of approximately $2,700, both located in Seoul, Korea. These leases will expire on August 31, 2023. In addition to monthly rent, the leases provide for periodic cost of living increases in the base rent and payment for certain common area costs. These facilities are covered by an appropriate level of insurance, and we believe them to be suitable for our use and adequate for our present needs. Rent expense related to these leases was approximately $ 32,100 for the three months ended September 30, 2022 and 2021. 17 We lease one corporate housing facility, located in Seoul, Korea, primarily for our employees who travel, under a non-cancelable operating lease that will expire on September 4, 2023. Rent expense related to this lease was $ 1,930 and $ 2,223 for the three months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, we used discount rates of 4.0 % and 2.8 % in determining our operating lease liabilities for the office spaces in San Diego, California, and South Korea, respectively. These rates represented our incremental borrowing rates at that time. Short-term leases with initial terms of twelve months or less are not capitalized. Both our San Diego and Korean office leases were extensions of previous leases and neither contains any further extension provisions. Future minimum payments under operating leases are as follows: Schedule of future minimum rental payments for operating leases Operating Leases Fiscal 2023 $ 241,448 Fiscal 2024 160,965 Total lease payments 402,413 Less imputed interest ( 10,532 ) Total $ 391,881 Litigation We are from time to time involved in certain legal proceedings and claims arising in the ordinary course of business. Verizon Jetpack Recall On April 8, 2021, Verizon issued a press release announcing that it is working with the U.S. Consumer Product Safety Commission (CPSC) to conduct a voluntary recall of certain Verizon Ellipsis Jetpack mobile hotspot devices, indicating that the lithium-ion battery in the devices can overheat, posing a fire and burn hazard. According to the CPSC release, the recall affects approximately 2.5 million devices. We imported the devices and supplied them to Verizon. Verizon first advised us of one alleged Jetpack device failure at the end of February 2021. We immediately began meeting with Verizon and requested access to the device. We also began internal testing to evaluate device performance. We did not receive any further incident information until the last week of March 2021. On April 1, 2021 we issued a press release announcing that we had received reports from Verizon about potential issues with the batteries in the devices. On April 9, 2021 we issued a press release announcing the voluntary recall by Verizon. As of the date of this report, we have been unable to recreate any device failures of the type identified by Verizon. All internal testing conducted to date has confirmed that the Jetpack devices are performing within normal parameters. We are not currently aware of any aspect of the Jetpack design that could cause the devices to fail in the way described in Verizon’s recall notice. Future Impact on Financial Performance We are striving to avoid any litigation arising from the recall and have not been served with any legal action relating to the products covered by the recall. We are not currently able to estimate the financial impact of the recall on our future operations. At this time, we do not have information that identifies the cause of the alleged incidents. We also do not have any specific legal claims or theories of causation for device failure incidents that would help us estimate the cost of potential future litigation. No liability has been recorded for this litigation because the Company believes that any such liability is not probable and reasonably estimable at this time. 18 Shareholder Litigation Ali A shareholder action, Ali vs. Franklin Wireless Corp. et al. Case #3:21-cv-00687-AJB-MSB, was filed in the U.S. District Court, Southern District of California (San Diego) on April 16, 2021, alleging, among other things, that we had prior knowledge that the recall was likely and that we did not disclose that information to investors in a timely manner. We believe these allegations are not supported by the facts and we will vigorously defend against such claims. Discovery is ongoing at this time. Harwood / Martin A legal action was filed in the U.S. District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, Stephen Norwood Derivatively on Behalf of Nominal Defendant Franklin Wireless Corp. v. OC Kim, Et al., Case #21cv01837-JAH-DEB, on or about October 29, 2021, claiming among other things, that we had prior knowledge that the recall was likely and that we did not disclose that information to investors in a timely manner. We believe these allegations are not supported by the facts and we will vigorously defend against such claims. A legal action was filed in the U.S. District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, by Debra Martin, derivatively on behalf of nominal defendant Franklin Wireless Corp. v. OC Kim, Et al., Case #21cv2091-CAB-KSC, on or about December 15, 2021, claiming among other things, that we had prior knowledge that the recall was likely and that we did not disclose that information to investors in a timely manner. We believe these allegations are not supported by the facts and we will vigorously defend against such claims. The Harwood and Martin actions have recently been consolidated into a single action in the U.S. District Court, Southern District of California (San Diego) titled “In re Franklin Wireless Corp. Derivative Litigation”, Case No.: 21cv1837-AJB (MSB). Discovery is ongoing at this time. Pape A legal action was filed in the Second Judicial District Court of Nevada in the County of Washoe against Franklin, as a nominal defendant, Barbara Pape, derivatively on behalf of nominal defendant Franklin Wireless Corp. v. OC Kim, Et al., Case # CV22-00471, on or about March 21, 2022, claiming among other things, that we had prior knowledge that the recall was likely and that we did not disclose that information to investors in a timely manner. We believe these allegations are not supported by the facts and we will vigorously defend against such claims. The Company will vigorously defend such shareholder litigation and proceedings. No liability has been recorded for these litigations because the Company believes that any such liability is not probable and reasonably estimable at this time. “Short-Swing” Profits Litigation A legal action was filed in the U.S. District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, Nosirrah Management LLC v. Franklin Wireless et al. Case # 3:21-cv-01316-CAB-JLB, on or about July 22, 2021, claiming that our Chief Executive Officer, OC Kim, violated Section 16(b) of the Securities Exchange Act of 1934 for receiving “short-swing” profits from a sale and purchase of Franklin shares, in violation of that Act. We believe the allegations are not supported by the facts and we intend to vigorously defend against these claims. No liability has been recorded for this litigation because the Company believes that any such liability is not probable and reasonably estimable at this time. 19 Franklin v. Anydata, Inc. We entered into a Professional Services Agreement with Anydata Corp. (“Anydata”) for the product ACT233F Smart Link OBD device on May 5, 2017, for a minimum purchase commitment of 250,000 units. We have delivered approximately 25,000 units and 7,000 units during our second and fourth quarters of fiscal 2018, respectively, and an additional 18,000 units during our first quarter of fiscal 2019. Sales to Anydata were approximately $1.8 million for the year ended June 30, 2019. We have received information that Anydata may not be able to fulfill the entire purchase commitment for which parts have already been ordered with our main vendor, Quanta. We believe that the Company will be able to supply some of the products to another customer and has received personal guarantees from the ownership group of Anydata. As of June 30, 2019, the remaining unfulfilled purchase commitment was approximately $3.1 million. The total product purchase commitment with Quanta was approximately $2.9 million. We have not recorded a receivable from Anydata, nor a liability owed to Quanta. Management believes that, at this time, a loss contingency is reasonably possible but not estimable as to how much ultimately would be paid to Quanta. As of June 30, 2020, we paid $ 100,000 for the right to call on inventory and recorded an additional $ 49,580 as a prepaid expense related to pricing adjustments, which has been agreed with Quanta for other products to ensure demand is met, and for the quarter ended December 31, 2020, the prepaid expense of $ 149,580 has been recorded as a cost of goods sold. As of March 31, 2022, there is a reasonable possibility we may incur a loss; however, the amount is not estimable at this time. On January 25 th , 2021, we commenced legal action against Anydata and its principal officers in San Diego Superior Court, case number 37-2021-00003468-CU-BC-CTL. As of the date of this report, litigation is continuing, and the action is not yet resolved. COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. On March 19, 2020, the Governor of California declared a health emergency and issued an order to close all nonessential businesses until further notice. As a maker of wireless connectivity devices, we are deemed to be an essential business. Nonetheless, out of concern for our workers and pursuant to the government order, we reduced the scope of our operations and, where possible, certain workers began telecommuting from their homes. The continued spread of COVID-19 may result in a period of business disruption, including delays or disruptions in our supply chain. The spread of COVID-19, or another infectious disease, could also negatively affect the operations at our third-party manufacturers, which could result in delays or disruptions in the supply of our products. While we expect this situation may increase demand for its products, the related impact cannot be reasonably estimated at this time. Change of Control Agreements On October 1, 2020, we entered into Change of Control Agreements with OC Kim, our President, and Yun J. (David) Lee, our Chief Operating Officer. Each Change of Control Agreement provides for a lump sum payment to the officer in case we experience a change of control. The term includes the acquisition of our Common Stock resulting in one person or company owning more than 50% of the outstanding shares, a significant change in the composition of the Board of Directors during any 12-month period, a reorganization, merger, consolidation or similar transaction resulting in the transfer of ownership of more than fifty percent (50%) of our outstanding Common Stock, or a liquidation or dissolution or sale of substantially all of our assets. The Change of Control Agreement with Mr. Kim calls for a payment of $5 million upon a change of control, and the agreement with Mr. Lee calls for a payment of $2 million upon a change of control. International Tariffs We believe that our products are currently exempt from international tariffs upon import from our manufacturers to the United States. If this were to change at any point, a tariff of 10%-25% of the purchase price would be imposed. If such tariffs are imposed, they could have a materially adverse effect on sales and operating results. 20 Customer Indemnification Under purchase orders and contracts for the sale of our products we may provide indemnification to our customers for potential intellectual property infringement claims for which we may have no corresponding recourse against our third-party licensors. This potential liability, if realized, could materially adversely affect our business, operating results and financial condition. NOTE 9 – LONG-TERM INCENTIVE PLAN AWARDS We apply the provisions of ASC 718, “Compensation - Stock Compensation,” to all of our stock-based compensation awards and use the Black-Scholes option pricing model to value stock options. Under this application, we record compensation expense for all awards granted. In 2009, we adopted the Stock Incentive Plan (“2009 Plan”), which provided for the grant of incentive stock options and non-qualified stock options to our employees and directors. Options granted under the 2009 Plan generally have a term of ten years and generally vest and become exercisable at the rate of 33% after one year and 33% on the second and third anniversaries of the option grant dates. Historically, some stock option grants have included shorter vesting periods ranging from one to two years. In July of 2020, the Board of Directors adopted the 2020 Franklin Wireless Corp. Stock Option Plan (the “2020 Plan”), which covers 800,000 shares of Common Stock. The 2020 Plan provide for the grant of incentive stock options, non-qualified stock options and restricted stock to our employees, directors, and independent contractors. These options will have such vesting or other provisions as may be established by the Board of Directors at the time of each grant. The estimated forfeiture rate considers historical turnover rates stratified into employee pools in comparison with an overall employee turnover rate, as well as expectations about the future. We periodically revise the estimated forfeiture rate in subsequent periods if actual forfeitures differ from those estimates. There were $ 180,745 and $ 94,538 compensation expenses recorded under this method for the three months ended September 30, 2022 and 2021, respectively. A summary of the status of our stock options is presented below as of September 30, 2022: Schedule of stock option activity Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Life Intrinsic Options Shares Price (In Years) Value Outstanding as of June 30, 2022 766,001 $ 3.85 3.37 $ 183,270 Granted – – – – Exercised – – – – Cancelled – – – – Forfeited or expired ( 10,000 ) 5.40 – – Outstanding as of September 30, 2022 756,001 $ 3.86 3.11 $ 158,000 Exercisable as of September 30, 2022 399,089 $ 3.90 2.36 $ 158,000 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $2.92 as of September 30, 2022, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted-average grant-date fair value of stock options outstanding as of September 30, 2022, in the amount of 756,001 shares was $ 3.17 per share. As of September 30, 2022, there was unrecognized compensation cost of $ 1,102,036 related to non-vested stock options granted. 21 A summary of the status of our stock options is presented below as of September 30, 2021: Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Life Intrinsic Options Shares Price (In Years) Value Outstanding as of June 30, 2021 484,000 $ 3.67 2.83 $ 2,662,830 Granted – – – – Exercised ( 3,999 ) 5.40 – – Cancelled – – – – Forfeited or expired ( 3,000 ) 5.40 – – Outstanding as of September 30, 2021 477,001 $ 3.64 2.56 $ 1,725,372 Exercisable as of September 30, 2021 303,622 $ 2.64 0.70 $ 1,402,888 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $7.26 as of September 30, 2021, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted-average grant-date fair value of stock options outstanding as of September 30, 2021, in the amount of 477,001 shares was $ 3.00 per share. As of September 30, 2021, there was unrecognized compensation cost of $ 700,605 related to non-vested stock options granted. NOTE 10 – SUBSEQUENT EVENT On November 10, 2022 the Company and OC Kim, its President, entered into an amendment of the employment letter agreement dated September 7, 2021. The amendment provides for a severance payment of $3,000,000 if Mr. Kim voluntarily terminates his employment by the Company or if he voluntarily terminates his employment due to a “change in circumstances,” generally defined as a material breach by the Company of its salary and benefit obligations or a significant reduction in Mr. Kim’s title or responsibilities. In the case of a termination of employment by the Company for cause (generally defined as conviction of a felony, or a misdemeanor where imprisonment is imposed, commission of any act of theft, fraud, dishonesty, or material falsification of any employment or Company records, or improper disclosure of the Company's confidential or proprietary information), the Company is to make a severance payment of $1,500,000. In either case, any unvested options become immediately vested. In the amendment, Mr. Kim also agrees that, for a period of two years after termination, he will not disparage the Company or its officers, solicit any of its employees to terminate their employment, or disclose any of the Company’s proprietary information. In addition, the amendment provides for the payment of an incentive bonus to Mr. Kim of $125,000 for each calendar quarter during the remaining four year term of the employment letter, with the first such bonus due on December 31, 2022. 22 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This report contains certain forward-looking statements relating to future events or our future financial performance. These statements are subject to risks and uncertainties which could cause actual results to differ materially from those discussed in this report. You are cautioned not to place undue reliance on this information, which speaks only as of the date of this report. We are not obligated to publicly update this information, whether as a result of new information, future events or otherwise, except to the extent we are required to do so in connection with our obligation to file reports with the SEC. For a discussion of the important risks to our business and future operating performance, see the discussion under the caption “Item 1A. Risk Factors” and under the caption “Factors That May Influence Future Results of Operations” in the Company’s Form 10-K for the year ended June 30, 2022, filed on September 13, 2022. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur. BUSINESS OVERVIEW We are a leading provider of integrated wireless solutions utilizing the latest in 4G LTE (fourth generation long-term evolution) and 5G (fifth generation) technologies including mobile hotspots, routers, CPEs (Customer Premise Equipment), and various trackers. Our integrated software subscription services provide users remote capabilities including mobile device management (MDM) and software defined wide area networking (SD-WAN). We have majority ownership of Franklin Technology Inc. (FTI), a research and development company based in Seoul, South Korea. FTI primarily provides design and development services 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 primarily extends from North America to Asia. FACTORS THAT MAY INFLUENCE FUTURE RESULTS OF OPERATIONS We believe that our revenue growth will be influenced largely by (1) the successful maintenance of our existing customers, (2) the rate of increase in demand for wireless data products, (3) customer acceptance of our new products, (4) new customer relationships and contracts, and (5) our ability to meet customers’ demands. We have entered into and expect to continue to enter into new customer relationships and contracts for the supply of our products, and this may require significant demands on our resources, resulting in increased operating, selling, and marketing expenses associated with such new customers. CRITICAL ACCOUNTING POLICIES Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management evaluates these estimates and assumptions on an ongoing basis. Our estimates and assumptions have been prepared on the basis of the most current reasonably available information. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions and conditions. We have several critical accounting policies, which were described in our Annual Report on Form 10-K for the year ended June 30, 2022, that are both important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, and complex judgments. Typically, the circumstances that make these judgments difficult, subjective, and complex have to do with making estimates about the effect of matters that are inherently uncertain. There were no material changes to our critical accounting policies during the three months ended September 30, 2022. 23 RESULTS OF OPERATIONS The following table sets forth, for the three months ended September 30, 2022 and 2021, our statements of comprehensive income including data expressed as a percentage of sales: Three Months Ended September 30, 2022 2021 Net sales 100.0% 100.0% Cost of goods sold 80.3% 85.3% Gross profit 19.7% 14.7% Operating expenses 27.3% 62.8% Loss from operations (7.6% ) (48.1% ) Other (expense) income, net (11.3% ) 4.0% Net loss before income taxes (18.9% ) (44.1% ) Income tax benefits (1.3% ) (12.3% ) Net loss (17.6% ) (31.8% ) Less: non-controlling interest in net (loss) income of subsidiary (3.7% ) 1.2% Net loss attributable to Parent Company stockholders (13.9% ) (33.0% ) THREE MONTHS ENDED SEPTEMBER 30, 2022 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2021 NET SALES - Net sales increased by $4,764,880, or 142.5%, to $8,108,940 for the three months ended September 30, 2022 from $3,344,060 for the corresponding period of 2021. For the three months ended September 30, 2022, net sales by geographic regions, consisting of North America and Asia, were $8,107,451 (100.0% of net sales) and $1,489 (0.0% of net sales), respectively. For the three months ended September 30, 2021, net sales by geographic regions, consisting of North America and Asia, were $3,171,198 (94.8% of net sales) and $172,862 (5.2% of net sales), respectively. Net sales in North America increased by $4,936,253, or 155.7%, to $8,107,451 for the three months ended September 30, 2022 from $3,171,198 for the corresponding period of 2021. The increase in net sales in North America was primarily due to the demand for a wireless product from one major carrier customer. Net sales in Asia decreased by $171,373, or 99.1%, to $1,489 for the three months ended September 30, 2022 from $172,862 for the corresponding period of 2021. The decrease in net sales was primarily due to the decreased revenue generated from the material sales and product development service by FTI, which typically vary from period to period. GROSS PROFIT - Gross profit increased by $1,100,898, or 223.3%, to $1,593,862 for the three months ended September 30, 2022 from $492,964 for the corresponding period of 2021. The gross profit in terms of net sales percentage was 19.7% for the three months ended September 30, 2022 compared to 14.7% for the corresponding period of 2021. The increase in gross profit was primarily due to the change in net sales as described above. The increase in gross profit in terms of net sales percentage was primarily due to the revenues generated from a major carrier customer, which involved higher gross margin compared the corresponding period of 2021. OPERATING EXPENSES - Operating expenses increased by $110,038, or 5.2%, to $2,209,755 for the three months ended September 30, 2022 from $2,099,717 for the corresponding period of 2021. Selling, general, and administrative expenses increased by $161,820 to $1,239,635 for the three months ended September 30, 2022, from $1,077,815 for the corresponding period of 2021. The increase in selling, general, and administrative expenses was primarily due to the increased compensation expenses related to stock options granted for employees and legal expenses of approximately $86,000 and $60,000, respectively. Research and development expense decreased by $51,782 to $970,120 for the three months ended September 30, 2022, from $1,021,902 for the corresponding period of 2021. The decrease in research and development expense was primarily due to decreased other research and development costs, which typically vary from period to period. 24 OTHER INCOME, NET - Other income, net decreased by $1,046,584, or 789.7%, to $914,060 for the three months ended September 30, 2022 from $132,524 for the corresponding period of 2021. The decrease was primarily due to the unfavorable changes in foreign currency exchange rates in FTI. LIQUIDITY AND CAPITAL RESOURCES Our historical operating results, capital resources and financial position, in combination with current projections and estimates, were considered in management's plan and intentions to fund our operations over a reasonable period of time, which we define as the twelve-month period ending from the date of the filing of this Form 10-Q. For purposes of liquidity disclosures, we assess the likelihood that we have sufficient available working capital and other principal sources of liquidity to fund our operating activities and obligations as they become due. Our principal source of liquidity as of September 30, 2022 consisted of cash and cash equivalents as well as short-term investments of $40,760,941. We believe we have sufficient available capital to cover our existing operations and obligations through at least one year from the date of the filing of this Form 10-Q. Our long-term future cash requirements will depend on numerous factors, including our revenue base, profit margins, product development activities, market acceptance of our products, future expansion plans and ability to control costs. If we are unable to achieve our current business plan or secure additional funding that may be required, we would need to curtail our operations or take other similar actions outside the ordinary course of business in order to continue to operate as a going concern. OPERATING ACTIVITIES - Net cash used in operating activities for the three months ended September 30, 2022 and 2021 was $1,012,140 and $6,368,586, respectively. The $1,012,140 in net cash used in operating activities for the three months ended September 30, 2022 was primarily due to the increase in inventory of $855,392 as well as our operating results (net loss adjusted for depreciation, amortization, and other non-cash charges), which was partially offset by an increase in accounts payable of $537,395. The $6,368,586 in net cash used in operating activities for the three months ended September 30, 2021 was primarily due to the decrease in accounts payable of $6,156,666 as well as our operating results (net loss adjusted for depreciation, amortization, and other non-cash charges), which was partially offset by a decrease in accounts receivable of $1,000,401. INVESTING ACTIVITIES - Net cash provided by investing activities for the three months ended September 30, 2022 was $553,881, and net cash used in investing activities for the three months ended September 30, 2021 was $43,485. The $553,881 in net cash provided by financial activities for the three months ended September 30, 2022 was from the decreased short-term investments of $1,080,659, which was partially offset by the payments for capitalized products development and property and equipment of $493,250 and $26,674, respectively. The $43,485 in net cash used in investing activities for the three months ended September 30, 2021 was primarily due to the payments for capitalized product development of $35,543. FINANCING ACTIVITIES - Net cash provided by financing activities for the three months ended September 30, 2022, and 2021 was $0 and $21,595, respectively. The $21,595 in net cash provided by financial activities for the three months ended September 30, 2021 was from cash received from exercise of stock options. 25 CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS Leases We lease approximately 12,775 square feet of office space in San Diego, California, at a monthly rent of $25,754, pursuant to a lease expiring in December 2023. In addition to monthly rent, the lease includes payment for certain common area costs. Our facility is covered by an appropriate level of insurance, and we believe it to be suitable for our use and adequate for our present needs. Our Korea-based subsidiary, FTI, leases approximately 10,000 square feet of office space, at a monthly rent of approximately $8,000, and additional office space consisting of approximately 2,682 square feet at a monthly rent of approximately $2,700, both located in Seoul, Korea. These leases will expire on August 31, 2023. In addition to monthly rent, the leases provide for periodic cost of living increases in the base rent and payment for certain common area costs. These facilities are covered by an appropriate level of insurance, and we believe them to be suitable for our use and adequate for our present needs. We lease one corporate housing facility, located in Seoul, Korea, primarily for our employees who travel, under a non-cancelable operating lease will expire on September 4, 2023. Rent expense for the three months ended September 30, 2022 and 2021 was $111,293 and $111,586, respectively. Recently Issued Accounting Pronouncements Refer to NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the Consolidated Financial Statements. OFF-BALANCE SHEET ARRANGEMENTS None. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company,” the Company is not required to respond to this item. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management has evaluated, under the supervision and with the participation of our President and Acting Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our President and our Acting Chief Financial Officer have concluded that, as of September 30, 2022, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to our management, including our principal executive and principal accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 and as a result of adopting Topic 842) during the three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 26 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We have provided information about legal proceedings in which we are involved in Note 8 of the notes to consolidated financial statements for the three months ended September 30, 2022, contained within this Quarterly Report on Form 10-Q. ITEM 1 A . RISK FACTORS Our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on September 13, 2022 (the “Annual Report”), includes a detailed discussion of our risk factors under the heading “PART I, ITEM 1A – RISK FACTORS.” You should carefully consider the risk factors discussed in our Annual Report, as well as other information in this quarterly report. Any of these risks could cause our business, financial condition, results of operations and future growth prospects to suffer. We are not aware of any material changes from the risk factors previously disclosed. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES None. ITEM 5. OTHER INFORMATION On November 10, 2022 the Company and OC Kim, its President, entered into an amendment of the employment letter agreement dated September 7, 2021. The amendment provides for a severance payment of $3 million if Mr. Kim voluntarily terminates his employment by the Company or if he voluntarily terminates his employment due to a “change in circumstances,” generally defined as a material breach by the Company of its salary and benefit obligations or a significant reduction in Mr. Kim’s title or responsibilities. In the case of a termination of employment by the Company for cause (generally defined as conviction of a felony, or a misdemeanor where imprisonment is imposed, commission of any act of theft, fraud, dishonesty, or material falsification of any employment or Company records, or improper disclosure of the Company's confidential or proprietary information), the Company is to make a severance payment of $1,500,000. In either case, any unvested options become immediately vested. In the amendment, Mr. Kim also agrees that, for a period of two years after termination, he will not disparage the Company or its officers, solicit any of its employees to terminate their employment, or disclose any of the Company’s proprietary information. In addition, the amendment provides for the payment of an incentive bonus to Mr. Kim of $125,000 for each calendar quarter during the remaining four year term of the employment letter, with the first such bonus due on December 31, 2022. 27 ITEM 6. EXHIBITS Exhibit Number Description 10.1 Amendment No. 1 to Employment Agreement, executed on November 10, 2022 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instances Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 28 SIGNATURES In accordance with Section 13 of 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Franklin Wireless Corp. By: /s/ OC Kim OC Kim President (Principal Executive Officer) By: /s/ Bill Bauer Bill Bauer Dated: November 14, 2022 Acting Chief Financial Officer (Principal Financial Officer) 29