What changed in this filing

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Item 9A. Controls and Procedures

2024-09-30 compared with 2023-09-28 · 902 added, 765 removed, 852 unchanged (66% of the section changed)

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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 Exchange Act or in other

factors that materially affected or are reasonably likely to materially affect our internal controls and procedures over financial reporting

during the fourth quarter of the fiscal year ended June 30, 2023.

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 Exchange Act or in other factors

that materially affected or are reasonably likely to materially affect our internal controls and procedures over financial reporting during

the fourth quarter of the fiscal year ended June 30, 2024.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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internal control over financial reporting as of June 30, 2024.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

OTHER INFORMATION.

During the quarter ended

June 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement,

as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

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Johnathan Chee

(David) Lee (1)

Chief Operating Officer

Acting Chief Financial Officer (Principal Financial Officer)

______________________

(1) On 7/14/2023, the board of directors appointed Mr.

Lee as Senior Vice President of Sales who previously served as Chief Operating

This change did not affect his compensation.

OC Kim has been our

President, CEO and a Director since 2003.

OC Kim has been our President,

Secretary and a director since September 2003.

He also served as our Acting Chief Financial Officer from April 2018 until March 2021.

Prior to joining Franklin Wireless, Mr.

Kim was the CEO and President of Accetio Inc., a

company he founded that developed modules for the wireless telecommunication industry.

In 2003, Accetio Inc.

Franklin Telecommunications Corp.

Kim was the CEO and President of Accetio Inc., a company he founded in April 2001 that developed

cell phones and modules for the telecommunications industry.

In September 2003, Accetio Inc.

merged with Franklin Telecommunications Corp.

and was renamed Franklin Wireless Corp.

He was a general manager of Kolon California Corp., one of

Korea's most prominent conglomerates.

While at Kolon Data Communications, in Korea, Mr.

Kim helped introduce the first generation of

CDMA phones to the Korean market through his work with Qualcomm Personal Electronics (QPE), a joint venture between Qualcomm

Prior to this, Mr.

Kim was the Chief Operating Officer of Axesstel Inc., a pioneering developer

of CDMA Wireless Local Loop Products.

Before joining Axesstel, he was the president of the U.S.

sales office for Kolon Data Communications

Co., Ltd., one of Korea’s most prominent technology conglomerates.

While at Kolon Data Communications, Mr.

Kim helped introduce the first

generation of CDMA phones to the Korean market through his work with Qualcomm Personal Electronics (QPE), a joint venture between Qualcomm

Incorporated and Sony Electronics Inc.

Kim began his career at Lucky Goldstar (LG) Electronics.

He has almost 30 years of

experience in sales, marketing, and operations management in the telecommunications and information systems industries.

from Sogang University in Korea.

He has more than 29 years of experience

in sales, marketing, and operations management in the telecommunications and information systems industries.

He earned a B.A.

University in Korea.

We believe Mr.

Kim’s qualifications to serve as a director of the Company include his

extensive business, operational and management experience in the wireless industry, including his current position as the

Company’s President.

In addition, his knowledge of the Company’s business, products, strategic relationships and future

opportunities is of great value to the Company.

Gary Nelson has been

a director since September 2003.

Kim’s qualifications to serve as a director of the Company include his extensive business, operational

and management experience in the wireless industry, including his current position as the Company’s President.

In addition, his

knowledge of the Company’s business, products, strategic relationships and future opportunities is of great value to the Company.

Gary Nelson has been a director

since September 2003.

Nelson was an early investor in Franklin Telecommunications Corp.

in the 1980’s and served

as a director from 2001 up until the Company’s merger with Accetio Inc.

in September 2003, at which time the Company was renamed

Franklin Wireless Corp.

in the 1980’s and served as a director

from 2001 up until the Company’s merger with Accetio Inc.

in September 2003, at which time the Company was renamed Franklin Wireless

Following the merger, Mr.

Nelson became a director and ultimately Chairman of the Board of Franklin Wireless Corp.

He was co-founder and President of Churchill Mortgage Corporation, an income property mortgage banking firm based in Los Angeles, California,

which was a loan correspondent for major life insurance companies and other financial institutions.

He was co-founder

and President of Churchill Mortgage Corporation, an income property mortgage banking firm based in Los Angeles, California, which was

a loan correspondent for major life insurance companies and other financial institutions.

In addition, Mr.

Nelson was the Chief

Operating Officer of Churchill Mortgage Capital, which was the loan origination arm of Churchill Mortgage Corporation.

prior experience includes various marketing positions with Control Data Corporation and design engineering positions with North American

Aviation where he worked on the Apollo Project.

Nelson was the Chief Operating

Officer of Churchill Mortgage Capital, which was the loan origination arm of Churchill Mortgage Corporation.

Nelson’s prior

experience includes various marketing positions with Control Data Corporation and design engineering positions with North American Aviation

where he worked on the Apollo Project.

He holds a B.S.

in Mechanical Engineering from Kansas State University and an MBA from

the University of Southern California.

in Mechanical Engineering from Kansas State University and an MBA from the University

of Southern California.

We believe that Mr.

Nelson’s qualifications to serve as a director of the Company include

his many years of business, operational and management experience including his previous position as President of Churchill Mortgage Corporation.

Nelson’s qualifications to serve as a director of the Company include his many

years of business, operational and management experience including his previous position as President of Churchill Mortgage Corporation.

In addition, Mr.

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of the Company’s business and its leadership.

Johnathan Chee has been

a director since September 2009.

Johnathan Chee has been a

director since September 2009.

He is an attorney and has owned the Law Offices of Johnathan Chee, in Niles, Illinois, since August

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that allow him to provide the Company’s Board of Directors with valuable knowledge of legal matters that may affect the Company.

Heidy Chow is a Certified

Public Accountant and an experienced finance and accounting executive whose client base includes several IT companies.

Assurance Partner of The Pun Group, LLP and has over fifteen (15) years of combined experience in auditing, consulting and finance.

Chow’s career in public accounting was spent primarily with the National firms of RSM US and Ernst & Young, and regional firms

where she has specialized in corporate accounting and auditing services.

She supervises engagement teams in areas of designing and planning

audits in accordance with the AICPA Generally Accepted Auditing Standards and Public Company Accounting Oversight Board (PCAOB) standards.

In addition, she often serves as Contract Chief Financial Officer for privately held small and middle market companies.

Heidy Chow is a Certified Public

Accountant and an experienced finance and accounting executive whose client base includes several IT companies.

Chow is an Assurance

Partner of The Pun Group, LLP and has over fifteen (15) years of combined experience in auditing, consulting and finance.

career in public accounting was spent primarily with the National firms of RSM US and Ernst & Young, and regional firms where she

has specialized in corporate accounting and auditing services.

She supervises engagement teams in areas of designing and planning audits

in accordance with the AICPA Generally Accepted Auditing Standards and Public Company Accounting Oversight Board (PCAOB) standards.

addition, she often serves as Contract Chief Financial Officer for privately held small and middle market companies.

She holds a B.S.

in Accounting from California State Polytechnic University, Pomona.

Kristina Kim is a licensed

attorney with extensive knowledge of global import/export, international trade, and regulatory issues.

Kim also served as General

Counsel and Vice President with Samsung International Inc.

Kristina Kim is a licensed attorney

with extensive knowledge of global import/export, international trade, and regulatory issues.

Kim also served as General Counsel and

Vice President with Samsung International Inc.

for over 14 years.

Kim holds a B.A.

in Biochemistry and Molecular Biology

from the University of California at Santa Barbara, and a Juris Doctorate from the University of San Diego.

in Biochemistry and Molecular Biology from the

University of California at Santa Barbara, and a Juris Doctorate from the University of San Diego.

(David) Lee has served

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as Controller and Director of International Sales for Focus Wireless in Chicago.

David Brown has served as

our Acting Chief Financial Officer since March 2021.

With over 25 years of financial experience, David Brown has worked in several industries

including manufacturing, aerospace, biotech, and electronics.

A graduate in accounting from San Diego State University, David has advanced

knowledge of accounting, budgeting, and cash management.

He has developed and implemented internal policies and procedures throughout

several organizations and has managed all aspects of the finance departments along with outside auditors.

One September 30, 2022, he resigned

his position to pursue other opportunities.

Bill Bauer has served as our

Acting Chief Financial Officer since October 2022.

Bill Bauer has served as our Acting

Chief Financial Officer since October 2022.

Prior to joining Franklin, he served as in-house legal counsel and senior finance executive

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CODE OF ETHICS

The Board of Directors has

adopted a Code of Ethics, which is applicable to all of our employees, including our principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions.

The Board of Directors has adopted

a Code of Ethics, which is applicable to all of our employees, including our principal executive officer, principal financial officer,

principal accounting officer or controller, or persons performing similar functions.

The Code of Ethics covers all areas of professional

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Chief Financial Officer (The “Named Executive Officers”).

The Board of Directors has adopted

a Policy on Recoupment of Executive Incentive Compensation, effective as of October 13, 2023, pursuant to the requirements of Nasdaq Listing

Rule 5608 and Securities Exchange Act Rule 10D-1.

The Policy sets forth the circumstances under which the Company will recover certain

incentive compensation paid to the Executive Officers of the Company in connection with certain financial restatements.

Each Executive

Officer shall be required to sign and return a form pursuant to which such Executive Officer will agree to be bound by the terms of this

Policy (see “Exhibit 97”).

Summary Compensation Table

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Option Awards

Chief Operating Officer

(David) Lee (2),

Senior Vice President of Sales

David Brown (3),

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Acting Chief Financial Officer

(1) David Brown resigned his

position on September 30, 2023.

(1) On September 23, 2024, the Board acknowledged that Mr.

Kim had earned an incentive bonus of $1,250,000

for negotiating and securing a joint venture agreement with MeiG Smart Technology Co., Ltd.

However, the Company and Mr.

Kim entered into

a Forbearance Agreement, dated September 23, 2024, under which Mr.

Kim agreed to defer payment of the bonus, in exchange for the Company’s

agreement to allow Mr.

Kim to defer payment of the $1,000,000 settlement amount owed by Mr.

Kim to the Company under a Settlement Agreement,

dated June 12, 2024.

The forbearance is to allow Mr.

Kim time to pursue remedies with the State of Nevada (See “Business—Shareholder

Litigation—Short Swing Profits Litigation”).

(2) On July 14, 2023, the Board of Directors appointed David Lee as Senior Vice President of Sales.

Lee had previously served as Chief

Operating Officer.

The change in title does not affect Mr.

Lee’s compensation.

(3) David Brown resigned his position on September 30, 2022.

Outstanding Equity Awards at Fiscal Year-End

The following table presents the outstanding equity

awards held by each of the Named Executive Officer as of June 30, 2023.

The only outstanding equity awards are stock options.

to purchase 200,000, 15,000, 10,000 and 15,000 shares were granted to OC Kim, Yun J.

(David) Lee, David Brown, and Bill Bauer during fiscal

2022, respectively.

10,000 shares granted to David Brown have been forfeited and returned to the Company as he resigned his position on

September 30, 2023.

The options vest over periods ranging from one to three years and are subject to early termination on the occurrence

of certain events related to termination of employment.

In addition, the full vesting of options is accelerated if there is a change in

control of the Company.

The following table presents

the outstanding equity awards held by each of the Named Executive Officer as of June 30, 2024.

The options vest over periods of

three years and are subject to early termination on the occurrence of certain events related to termination of employment.

addition, the full vesting of options is accelerated if there is a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

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Director Compensation

Our directors are reimbursed

for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors.

Employee directors do not receive any

cash compensation for service as directors and do not receive any equity compensation designated for such services.

Members of the Board

of Directors who are not employees may receive stock option grants as consideration for their board service from time to time, although

there is no established policy for such stock option grants.

Our directors are reimbursed for

reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors.

Employee directors do not receive any cash

compensation for service as directors and do not receive any equity compensation designated for such services.

Members of the Board of

Directors who are not employees may receive stock option grants as consideration for their board service from time to time, although there

is no established policy for such stock option grants.

Fiscal 2024 Director Compensation

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Johnathan Chee

Directors are compensated at a base rate of $15,000 and $20,000 annually for the six months ended December 31, 2022 and for the six months ended June 30, 2023, respectively, and prorated based upon board meeting attendance.

Directors are compensated at a base rate of $20,000 annually for the year ended June 30, 2024.

Bonuses may be awarded when the business has performed exceptionally well as determined by the Board of Directors.

For the year ended June 30, 2024, there has been no approved bonus for the Directors.

There were no outstanding equity awards held by

any of the non-officer directors as of June 30, 2023.

There was no outstanding equity awards held by any

of the non-officer directors as of June 30, 2024.

EMPLOYMENT CONTRACTS

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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 of a change of control of the Company.

The term includes the acquisition

of Common Stock of the Company 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 of the Company 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 the Company's outstanding Common Stock, or a liquidation

or dissolution of the Company or sale of substantially all of the Company's assets.

These agreements were for an initial term of three

years but have now been extended through October 2024.

(David) Lee, our Senior Vice President of Sales and previously

served as Chief Operating Officer.

Each Change of Control Agreement provides for a lump sum payment to the officer in case of a change

of control of the Company.

The term includes the acquisition of Common Stock of the Company 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 of the Company 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 the Company’s outstanding Common Stock, or a liquidation or dissolution of the Company or sale of substantially all of the Company’s

The Change of Control Agreement

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upon a change of control.

These agreements were for an initial term of three years but have now been extended through October 2027.

On November 10, 2022, the

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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.

The Change in Control Agreement

Kim, dated October 1, 2020, has not been terminated and remains in effect at this time.

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.

For the year ended June 30, 2024 and 2023, $500,000 and $375,000 bonus had

been accrued, respectively, with $875,000 and $375,000 accrual bonus balances as of June 30, 2024 and 2023, respectively.

The employment agreement with

OC Kim was renewed and extended by the Board in September 2024 and will continue through October 2027.

COMPENSATION DISCUSSION AND ANALYSIS

GENERAL PHILOSOPHY -

We compensate our executive officers through a mix of base salary, incentive compensation and stock options.

Our compensation policies

are designed to be competitive with comparable employers and to align management’s incentives with both near-term and long-term

interests of our stockholders.

We use informal methods of benchmarking our executive compensation, based on the experience of our directors

or, in some cases, studies of industry standards.

Our compensation is negotiated on a case by case basis, with attention being given to

the amount of compensation necessary to make a competitive offer and the relative compensation among our executive officers.

BASE SALARIES –

We want to provide our senior management with a level of cash compensation in the form of base salary that facilitates an appropriate

lifestyle given their professional status and accomplishments.

GENERAL PHILOSOPHY - We

compensate our executive officers through a mix of base salary, incentive compensation and stock options.

Our compensation policies are

designed to be competitive with comparable employers and to align management’s incentives with both near-term and long-term interests

of our stockholders.

We use informal methods of benchmarking our executive compensation, based on the experience of our directors or,

in some cases, studies of industry standards.

Our compensation is negotiated on a case by case basis, with attention being given to the

amount of compensation necessary to make a competitive offer and the relative compensation among our executive officers.

BASE SALARIES – We

want to provide our senior management with a level of cash compensation in the form of base salary that facilitates an appropriate lifestyle

given their professional status and accomplishments.

INCENTIVE COMPENSATION

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We maintain a bonus plan

which provides our executive officers to earn cash bonuses based on the achievement of performance targets.

The performance targets are

set by the Board of Directors, and our executive officers are eligible to receive bonuses on a quarterly basis.

The actual amount of incentive

compensation paid to our executive officers is in the sole discretion of the Board of Directors.

which provides our executive officers with the opportunity to earn cash bonuses based on the achievement of performance targets.

The performance

targets are set by the Board of Directors, and our executive officers are eligible to receive bonuses on a quarterly basis.

amount of incentive compensation paid to our executive officers is in the sole discretion of the Board of Directors.

SEVERANCE BENEFITS –

We are generally an “at-will” employer and have no employment agreements with severance benefits;

however, we have

entered into Change of Control Agreements with OC Kim & David Lee, and a severance agreement with OC Kim that provides him with

a lump sum payment in the event he leaves the Company.

however, we have entered

into Change of Control Agreements with OC Kim & David Lee, and a severance agreement with OC Kim that provides him with a lump

sum payment in the event he leaves the Company.

RETIREMENT PLANS –

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is a voluntary participation program, and all employees have the option to participate in this program if they choose to do so.

MANDATORY RECOUPMENT POLICY

– The Company maintains a Mandatory Recoupment Policy to enable the Company to recover erroneously awarded compensation in the event

that the Company is required to prepare an accounting restatement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed

for the most recently completed fiscal period for the audit of our annual financial statements and services normally provided by the independent

The aggregate fees billed for

the most recently completed fiscal period for the audit of our annual financial statements and services normally provided by the independent

registered public accounting firm for this fiscal period were as follows:

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The fees set forth on the foregoing table relate to the audit as of and for the years ended June 30, 2024, and 2023, which

was performed by Kreit, and Chiu CPA LLP (formerly as “Paris, Kreit, and Chiu CPA LLP”).

All of the services described above

were approved in advance by the Board of Directors or the Company's Audit Committee.

was performed by Simon & Edward, LLP and Kreit and Chiu CPA LLP (formerly as “Paris, Kreit, and Chiu CPA LLP”), respectively.

All of the services described above were approved in advance by the Board of Directors or the Company’s Audit Committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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Articles of Merger and Agreement and Plan of Reorganization, filed January 2, 2008 with the Nevada Secretary of State (1)

Articles of Incorporation of Franklin Wireless Corp.

Amended and Restated Bylaws of Franklin Wireless Corp.

Description of Securities (6)

Agreement, dated September 7, 2021, between Franklin Wireless Corp.

of Incorporation of Franklin Wireless Corp.

and Restated Bylaws of Franklin Wireless Corp.

of Securities (6)

Employment Agreement, dated September 7, 2021, between Franklin Wireless Corp.

Amendment No.

1 to Employment Agreement, dated November 10, 2022, between Franklin Wireless Corp.

and OC KIM (8)

1 to Employment Agreement, dated November 10, 2022 (8)

Change of Control Agreement, dated October 1, 2020, between Franklin Wireless Corp.

of Control Agreement, dated October 1, 2021, between Franklin Wireless Corp.

and OC Kim (4)

Change of Control Agreement, dated October 1, 2021, between Franklin Wireless Corp.

and David Lee.

Lease, dated September 9, 2015, between the Company and Hunsaker & Associates San Diego, Inc., a California corporation (5)

Loan Agreement between Franklin Technology Incorporation and Franklin Wireless Corporation, dated March 31, 2022 (8)

Amendment to Change of Control Agreement between Franklin Wireless Corp.

and OC Kim, dated September 25, 2023

Amendment to Change of Control Agreement between Franklin Wireless Corp.

(“David”) Lee, dated September 25, 2023

Code of Ethics (2)

(“David”) Lee (4)

dated September 9, 2015, between the Company and Hunsaker & Associates San Diego, Inc., a California corporation (5)

Agreement between Franklin Technology Incorporation and Franklin Wireless Corp., dated March 31, 2022 (7)

Amendment No.

1 to Change of Control Agreement, dated September 25, 2023, between Franklin Wireless Corp.

and OC Kim (9)

Amendment No.

1 to Change of Control Agreement, dated September 25, 2023, between Franklin Wireless Corp.

(“David”) Lee (9)

“Short-Swing” Profits Litigation” Settlement Agreement, dated June 12, 2024, Nosirrah Management LLC v.

OC Kim, Franklin Wireless

Amendment No.

2 to Change of Control Agreement, dated September 11, 2024, between Franklin Wireless Corp.

Amendment No.

2 to Change of Control Agreement, dated September 11, 2024, between Franklin Wireless Corp.

(“David”) Lee

Amendment No.

2 to Employment Agreement, dated September 11, 2024, between Franklin Wireless Corp.

Forbearance Agreement, dated September 23, 2024, between Franklin Wireless Corp.

of Ethics (2)

Consent of Kreit and Chiu CPA LLP

Consent of Simon & Edward LLP

Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Mandatory Recoupment Policy

XBRL Instance Document

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XBRL Presentation Linkbase Document

_________________________

(1) Incorporated by reference from Report on Form 10-QSB for the quarterly

period ended March 31, 2008, filed on May 14, 2008.

(2) Incorporated by reference from Annual Report on Form 10-K for

the year ended June 30, 2008, filed on September 26.

(3) Incorporated by reference from Annual Report on Form 10-K for

the year ended June 30, 2009, filed on October 13, 2009.

(4) Incorporated by reference from Report on Form 8-K dated October

(5) Incorporated by reference from Quarterly Report on Form 10-Q for

the quarter ended September 30, 2015, filed on November 16, 2015.

(6) Incorporated by reference from Report on Form 10-K/A for the year

ended June 30, 2020, filed on September 18, 2020.

(7) Incorporated by reference from Quarterly Report on Form 10-Q for

the quarter ended March 31, 2022, filed on May 10, 2022.

(8) Incorporated by reference from Quarterly Report on Form 10-Q for

the quarter ended December 31, 2022, filed on February 14, 2023.

Supplementary Information

(1) Incorporated by reference from Report

on Form 10-QSB for the quarterly period ended March 31, 2008, filed on May 14, 2008.

(2) Incorporated by reference from Annual

Report on Form 10-K for the year ended June 30, 2008, filed on September 26.

(3) Incorporated by reference from Annual

Report on Form 10-K for the year ended June 30, 2009, filed on October 13, 2009.

(4) Incorporated by reference from

Report on Form 8-K dated October 1, 2021.

(5) Incorporated by reference from Quarterly

Report on Form 10-Q for the quarter ended September 30, 2015, filed on November 16, 2015.

(6) Incorporated by reference from Report

on Form 10-K/A for the year ended June 30, 2020, filed on September 18, 2020.

(7) Incorporated by reference from Quarterly

Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 10, 2022.

(8) Incorporated by reference from Quarterly

Report on Form 10-Q for the quarter ended December 31, 2022, filed on February 14, 2023.

(9) Incorporated by reference from Annual Report

on Form 10-K for the year ended June 30, 2023, filed on September 28, 2023.

FORM 10-K SUMMARY .

Not applicable.

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.

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.

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September 30, 2024

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

Principal Executive Officer

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Report of Independent Registered Public Accounting Firm (PCAOB ID 2485 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 6651 )

Consolidated Balance Sheets as of June 30, 2024 and 2023

Consolidated Statements of Comprehensive (Loss) Income for the Years ended June 30, 2023 and 2022

Consolidated Statements of Stockholders' Equity for the Years ended June 30, 2023 and 2022

Consolidated Statements of Comprehensive Loss for the Years ended June 30, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Years ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows for the Years ended June 30, 2024 and 2023

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Report of Independent Registered Public Accounting

Shareholders and Board of Directors

Franklin Wireless Corp.

San Diego, CA

Opinion on the Consolidated

Financial Statements

We have audited the accompanying

consolidated balance sheet of Franklin Wireless Corp.

and its subsidiary (the “Company”) as of June 30, 2024, the related

consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended,

and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024, and the results

of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United

States of America.

Basis for Opinion

These consolidated financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising

from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit

committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our

opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matters below,

providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Legal Proceedings

As described in Note 6, the Company has been

involved in multiple legal proceedings and claims arising in the ordinary course of business, including shareholder litigation and short-swing

profit litigation.

Management records liabilities for legal proceedings in instances where it can reasonably estimate the amount of the

loss and when loss is probable.

We identified the legal proceedings as a critical

audit matter because auditing these elements involved a high degree of auditor judgment and an increased extent of effort when performing

audit procedures to evaluate the reasonableness of management’s assessment of the liabilities and disclosures associated with multiple

legal proceedings.

The primary procedures we performed to address

this critical audit matter included:

· Reviewed all ongoing legal claims and supporting

documents, including assessing the status of each case, the likely outcome, and potential financial exposure.

· Obtained the legal confirmations per our audit

inquiries with external legal counsels, evaluating the reasonableness of management’s assessment regarding whether an unfavorable

outcome is remote, reasonably possible or probable and reasonably estimable.

· Reviewed the Company’s recorded provisions for

legal contingencies to determine if they accurately reflect potential liabilities.

· Ensured that the Company’s disclosures

related to legal proceedings in the consolidated financial statements comply with applicable accounting and disclosure standards.

/s/ Simon & Edward, LLP

We have served as the Company’s auditor since 2024.

Rowland Heights, CA

September 30, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of Franklin Wireless Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Franklin Wireless Corp.

and its subsidiary (the “Company”) as of June 30, 2023, and 2022, and the related

consolidated statements of comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the two years

in the period ended June 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance

sheets of Franklin Wireless Corp.

and its subsidiary (the “Company”) as of June 30, 2023, and 2022, and the related consolidated

statements of comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the two years in the period

ended June 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

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Basis for Opinion

These consolidated financial statements are the

responsibility of the entity’s management.

Our responsibility is to express an opinion on these consolidated financial statements

based on our audits.

These consolidated financial statements are the responsibility

of the entity’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

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Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

The critical audit matter communicated below is a

matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that:

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disclosures related to legal proceedings and accounting in the consolidated financial statements.

We have served as the Company’s auditors

We have served as the Company’s auditors since

/s/ Kreit and Chiu CPA LLP (formerly as “ Paris,

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Accounts receivable, net

Other receivables, net

Inventories, net

Prepaid expenses and other current assets

Other current assets

Loan to an employee

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Deferred tax assets, non-current

Right of use assets

Right of use assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accounts payable

Income tax payable

Unearned revenue

Advance payments from customers

Contract liabilities and advance from customers

Accrued legal contingency expense

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Preferred stock, par value $ 0.001 per share, authorized 10,000,000 shares;

No preferred stock issued and outstanding as of June 30, 2023, and 2022

none issued and outstanding

Common stock, par value $ 0.001 per share, authorized 50,000,000 shares;

11,784,280 and 11,684,280 shares issued and outstanding as of June 30, 2023, and 2022, respectively

11,784,280 shares issued and outstanding

Additional paid-in capital

Retained earnings

Treasury stock, 2,549,208 shares as of June 30, 2023, and 2022

Treasury stock, 2,549,208 shares

( 3,554,893 )

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( 1,182,825 )

( 1,071,930 )

Total Parent Company stockholders’ equity

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to consolidated financial

The accompanying notes are an integral part of these

audited consolidated financial statements.

FRANKLIN WIRELESS CORP.

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Cost of goods sold

( 27,288,340 )

( 38,927,774 )

Operating expenses:

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( 2,349,575 )

Other income, net:

Other income (expense), net:

Interest income

Income from governmental subsidy

Gain from the forgiveness of debts

Gain from the forgiveness of accounts payable and accrued liabilities

Loss from the disposal of property and equipment and intangible assets

Loss from a legal contingency

( 2,400,000 )

Other income (expense), net

Loss from foreign currency transactions

Other income, net

Total other income (expense), net

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( 2,944,659 )

( 3,672,405 )

(Less) non-controlling interests in net (loss) income of subsidiary at 33.7%

non-controlling interests in net loss of subsidiary at 33.7%

Net loss attributable to Parent Company

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$ ( 2,863,021 )

Basic loss per share attributable to Parent Company stockholders

Diluted loss per share attributable to Parent Company stockholders

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - diluted

Loss per share attributable to Parent Company stockholders – basic and diluted

Weighted average common shares outstanding – basic and diluted

Comprehensive loss

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( 3,032,437 )

comprehensive (loss) income attributable to non-controlling interest

comprehensive loss attributable to non-controlling interest

Foreign exchange translation attributable to non-controlling interest

Comprehensive loss attributable to controlling interest

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$ ( 2,950,799 )

See accompanying notes to consolidated financial

The accompanying notes are an integral part of these

audited consolidated financial statements.

FRANKLIN WIRELESS CORP.

Consolidated Statements of Stockholders' Equity

Additional Paid-in

Accumulated Other Comprehensive Income

Total Stockholders

Consolidated Statements of Changes in Stockholders’

Other Comprehensive

Balance - June 30, 2022

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( 2,863,021 )

Foreign exchange translation

Foreign exchange translation attributable to Parent Company

Issuance of stock related to stock option exercised

Comprehensive income attributable to non-controlling interest

Comprehensive loss attributable to non-controlling interest

Stock based compensation

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( 3,964,016 )

Foreign exchange translation

Issuance of stock related to stock option exercised

Foreign exchange translation attributable to Parent Company

Foreign exchange translation attributable to non-controlling interest

Comprehensive loss attributable to non-controlling interest

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$ ( 1,182,825 )

See accompanying notes to consolidated

financial statements.

The accompanying notes are an integral part of these

audited consolidated financial statements.

FRANKLIN WIRELESS CORP.

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Amortization of intangible assets

Loss from foreign currency transactions

Stock based compensation

Bad debt expense

Write-down of inventories

Loss from the disposal of property and equipment and intangible assets

Forgiveness of debts

Amortization of right of use assets

( 1,333,369 )

Deferred tax benefit

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( 7,627,183 )

( 3,222,344 )

Prepaid expenses and other current assets

Other current assets

Advance payments to vendors

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( 5,685,087 )

Income tax payable

Unearned revenue

Advance payment from customers

Contract liabilities and advance from customers

Accrued legal contingency expense

( 2,400,000 )

Accrued liabilities

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( 1,882,114 )

( 7,407,355 )

CASH FLOW FROM INVESTING ACTIVITIES:

Purchases of short-term investments

( 10,391,654 )

Proceeds (purchases) of short-term investments

( 10,391,654 )

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Purchases of intangible assets

Net cash used in investing activities

( 12,109,183 )

Net cash provided by (used in) investing activities

( 12,109,183 )

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Loan to an employee

Repayment received from the employee loan

Cash received from exercise of stock options

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Effect of foreign currency translation

Net decrease in cash and cash equivalents

( 14,036,132 )

Net increase (decrease) in cash and cash equivalents

( 14,036,132 )

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Cash paid during the periods for:

$ ( 200,350 )

See accompanying notes to consolidated financial

The accompanying notes are an integral part of these

audited consolidated financial statements.

FRANKLIN WIRELESS CORP.

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NOTE 1 – BUSINESS OVERVIEW

We are a leading provider

of integrated wireless solutions utilizing the latest in 5G (fifth generation) and 4G LTE (fourth generation long-term evolution) technologies

including mobile hotspots, routers, fixed wireless routers, 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

Doing business

as “FranklinAccess”, we are a leading global provider of integrated wireless solutions utilizing the latest 5G (fifth generation)

and 4G LTE (fourth generation long-term evolution) technologies including mobile hotspots, fixed wireless routers, and mobile device management

(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, driving forward seamless communication and connectivity for both individuals and enterprises.

We hold 66.3% 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.

(FTI) since the date of acquisition, October 1, 2009, a research and development company based in Seoul, South

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 primary markets are in North America and

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant

accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements.

consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity

and objectivity.

These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated financial

of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements.

The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their

integrity and objectivity.

These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated

financial statements.

Principles of Consolidation

The consolidated financial

statements include the accounts of the Company and its subsidiary with a majority voting interest of approximately 66.3% (approximately

33.7 % is owned by non-controlling interests) as of June 30, 2023, and 2022.

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 June 30, 2023, or June 30, 2022.

Non-controlling Interest in a Consolidated

As of June 30, 2023, the non-controlling

interest was $ 1,487,967 ,

which represents a $ 81,638

decrease from $ 1,569,605

as of June 30, 2022.

The decrease in the non-controlling interest of $81,638

was from loss in the subsidiary of $ 242,554

incurred for the year ended June 30, 2023.

The consolidated financial statements

include the accounts of the Company and its subsidiary with a majority voting interest of approximately 66.3 % (approximately 33.7 % is

owned by non-controlling interests) as of June 30, 2024, and 2023.

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.

Reclassifications

Certain amounts on the prior

period’s consolidated financial statements were regrouped and reclassified to conform to current-year presentation, with no effect

on total stockholders’ equity.

Non-controlling Interest in a Consolidated Subsidiary

Noncontrolling interests

represent approximately 33.7 % equity interests in FTI held by minority shareholders as of the reporting dates.

As of June 30, 2024, the

non-controlling interest was $ 1,228,944 , which represents a $ 259,023 decrease from $ 1,487,967 as of June 30, 2023.

of $ 259,023 in the non-controlling interest consists of $ 202,655 from loss in the subsidiary of $ 602,110 and $ 56,368 from foreign exchange

translation incurred for the year ended June 30, 2024.

Segment Reporting

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of wireless access products.

We shall generate revenues

from three geographic areas, consisting of North America, 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:

Segment information by geographic areas

Fiscal Year Ended June 30,

We shall generate revenues from

three geographic areas, consisting of North 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

Schedule of financial information by geographic

Fiscal Years Ended June 30,

North America

Caribbean and South America

Long lived assets by geographic area

Schedule of long-lived assets, net

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

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June 30, 2023

United States

North America

Fair Value of Financial Instruments

Fair value accounting is applied

for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the

consolidated financial statements on a recurring basis (at least annually).

Assets and liabilities recorded at fair value in the financial

statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities

are as follows:

· Level 1 – Observable inputs, such as unadjusted quoted prices in active markets for identical

assets or liabilities accessible to the reporting entity at the measurement date.

· Level 2 – Observable inputs other than Level 1 quoted prices, such as quoted prices for similar

assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable

market data for substantially the full term of the assets or liabilities.

· Level 3 – Unobservable inputs that cannot be directly corroborated by observable market data

and that typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

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 (see Note 3).

instruments such as cash equivalents, short-term investments, accounts receivable, other current assets, accounts payable, and accrued

liabilities approximate the related fair values due to the short-term nature 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

Use of Estimates

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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, we do no t believe

an allowance for doubtful accounts was necessary as of June 30, 2023, and 2022.

On July 1, 2023, we adopted ASU

2016-13 Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which replaces the incurred

loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology.

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including

loan receivables and held to maturity debt securities.

It also applies to Off-Balance Sheet (“OBS”) credit exposures not accounted

for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments

and leases recognized by a lessor in accordance with Topic 842 on leases.

Upon adoption of ASC 326 and based upon our review of our collection

history as well as the current balances associated with all significant customers and associated invoices, as of June 30, 2024, and 2023,

we did no t record any reserve for unfunded commitments and doubtful accounts.

Cash Flows Reporting

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Foreign Currency Translations

We have a majority-owned subsidiary

in foreign country, South Korea.

Fluctuations in foreign currency impact the amount of total assets, liabilities, earnings and cash flows

that we report for our foreign subsidiary upon the translation of these amounts into U.S.

Dollars for, and as of the end of, each reporting

We have a majority-owned

subsidiary in foreign country, South Korea.

Fluctuations in foreign currency impact the amount of total assets, liabilities, earnings

and cash flows that we report for our foreign subsidiary upon the translation of these amounts into U.S.

Dollars for, and as of the end

of, each reporting period.

In particular, the strengthening of the U.S.

Dollar generally will reduce the reported amount of our foreign-denominated cash,

cash equivalents, total revenues and total expense that we translate into U.S.

Dollars and report in our consolidated financial statements

for, and as of the end of, each reporting period.

Dollar generally will reduce the reported amount of our foreign-denominated

cash, cash equivalents, total revenues and total expense that we translate into U.S.

Dollars and report in our consolidated financial

statements for, and as of the end of, each reporting period.

However, a majority of our consolidated revenue is denominated in U.S.

therefore, our revenue is not directly subject to foreign currency risk.

accordance with FASB ASC 830, "Foreign Currency Matters" , when an operation has

transactions denominated in a currency other than its functional currency, they are measured in the functional currency.

Changes in the

expected functional currency cash flows caused by changes in exchange rates are included in net income for the period.

and therefore, our revenue is not directly subject to foreign currency risk.

accordance with ASC 830, when an operation has transactions denominated in a currency other than its functional currency, they are measured

in the functional currency.

Changes in the expected functional currency cash flows caused by changes in exchange rates are included in

net income (loss) for the period.

In accordance with ASC 842,

“Leases”, we determine whether an arrangement contains a lease at inception.

A lease is a contract that provides the right

to control an identified asset for a period of time in exchange for consideration.

For identified leases, we determine whether it should

be classified as an operating or finance lease.

Operating leases are recorded in the balance sheet as right-of-use asset (“ROU asset”)

and operating lease obligation.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease

liabilities represent our obligation to make lease payment arising from the lease ROU assets and operating lease liabilities are recognized

at the commencement date of the lease and measure based on the present value of lease payment over the lease term.

The ROU asset also

includes deferred rent liabilities.

we determine whether an arrangement contains a lease at inception.

A lease is a contract that provides the right to control an identified

asset for a period of time in exchange for consideration.

For identified leases, we determine whether it should be classified as an operating

or finance lease.

Operating leases are recorded in the balance sheet as right-of-use assets (“ROU assets”) and operating lease

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent

our obligation to make lease payment arising from the lease ROU assets and operating lease liabilities are recognized at the commencement

date of the lease and measure based on the present value of lease payment over the lease term.

The ROU assets also includes deferred rent

Our lease arrangement generally does not provide an implicit interest rate.

As a result, in such situations,

we use its incremental borrowing rate based on the information available at commencement date in determining the present value of lease

We include options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement

of its ROU assts and liabilities.

As a result, in such situations, we use its incremental

borrowing rate based on the information available at commencement date in determining the present value of lease payments.

options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU

assets and liabilities.

Lease expense for operating

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Revenue Recognition

The Company accounts for its revenue

according to ASC 606, “Revenue from Contracts with Customers”, pursuant to which, revenue is recognized when the control of

the promised goods or services is transferred to the customers, and the performance obligations under the contract have been satisfied,

in an amount that reflects the consideration expected to be entitled to in exchange for those goods or services.

The Company determines revenue

recognition through the following steps:

(1) identify the contract(s) with a customer, (2) identify the performance obligations

in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the

contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Contracts with Customers

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In accordance with Topic 606,

“Revenue from Contracts with Customers”, 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.

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.

Contract Balances

We perform our obligations

under a contract with a customer by transferring products in exchange for consideration from the customer.

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

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goods and/or services.

The balances of our trade

receivables are as follows:

Schedule of receivables

The balances of our trade receivables are as follows:

Schedule of trade receivables

June 30, 2024

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was immaterial as we did not have a significant amount of un-invoiced receivables in the periods ended June 30, 2024, and June 30, 2023.

in the Accounts Receivable balance as of June 30, 2022, is a passthrough amount of $837,000.

These transactions were a direct result of

an agreement between our vendor and our customer.

There is a corresponding balance of $837,000 in our Accounts Payable account as of June

30, 2022, to offset.

These balances are removed as of June 30, 2023, since these pass-through charges are unlikely to ever be collected

due to the customer's refusal to pay.

There were no such balances as of June 30, 2023.

Our contract liabilities,

which are included in accrued liabilities on our consolidated balance sheets, are as follows:

Schedule of contract liabilities

Our contract liabilities and

advance from customers are as follows:

Schedule of contract liabilities and advance

from customers

June 30, 2024

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Performance Obligations

A performance obligation is

a promise in a contract to transfer a distinct good and/or service to the customer and is the unit of measurement in Topic 606.

A performance obligation is a

promise in a contract to transfer a distinct good and/or service to the customer and is the unit of measurement in Topic 606.

inception, we assess the products and/or services promised in our contracts with customers.

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promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

Our performance obligations

are satisfied at a point in time.

Revenue from products transferred to customers at a single point in time accounted for over 99% of net

sales for the year ended June 30, 2023, and 2022.

Revenue for non-recurring engineering projects is based on the percentage completion

of a project and accounted for under 1% of net sales for the year ended June 30, 2023, and 2022.

Most of our revenue that is recognized

at a point in time is for the sale of hot-spot router products.

Revenue from these contracts is recognized when the customer can 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.

Our performance obligations are

satisfied at a point in time.

Revenue from products transferred to customers at a single point in time accounted for over 99 % of net sales

for the year ended June 30, 2024 and 2023.

Revenue for non-recurring engineering projects is based on the percentage completion of a project

and accounted for under 1 % of net sales for the years ended June 30, 2024 and 2023.

Most of our revenue that is recognized at a point

in time is for the sale of hot-spot router products.

Revenue from these contracts is recognized when the customer can 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

As of June 30, 2024 and 2023,

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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.

goods sold also includes amortization expenses of approximately $ 800,000 and $ 500,000 associated with capitalized product development

costs associated with complete technology for the years ended June 30, 2023, and 2022, respectively.

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 $ 970,000 and $ 800,000 associated with capitalized product development costs

associated with complete technology for the years ended June 30, 2024, and 2023, respectively.

Capitalized Product Development Costs

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to our customers.

As of June 30, 2023, and June

30, 2022, capitalized product development costs in progress were $ 203,838 and $ 187,343 , respectively, and these amounts are included in

intangible assets in our consolidated balance sheets.

During the year ended June 30, 2023, we incurred $ 1,631,376 in capitalized product

development costs, and all costs incurred before technological feasibility is reached are expensed and included in our consolidated statements

of comprehensive income (loss).

As of June 30, 2024, and 2023,

capitalized product development costs in progress were $ 0 and $ 203,838 , respectively, and these amounts are included in intangible assets

in our consolidated balance sheets.

For the years ended June 30, 2024 and 2023, we incurred $ 123,359 and $ 1,631,376 , respectively in capitalized

product development costs, and all costs incurred before technological feasibility is reached are expensed and included in our consolidated

statements of comprehensive income (loss).

Research and Development Costs

Costs associated with research

and development are expensed as incurred.

Research and development costs were $ 3,918,664 and $ 4,282,131 for the years ended June 30,

2023, and 2022, respectively.

We provide a warranty for

one year which is covered by our vendors and manufacturers under purchase agreements between the Company and the vendors.

we believe we do not have any net warranty exposure and do not accrue any warranty expenses.

Costs associated with research and development

are expensed as incurred.

Research and development costs were $ 3,406,750 and $ 3,918,664 for the years ended June 30, 2024, and 2023, respectively.

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

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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 statements

of comprehensive income, were $ 234,681 and $ 246,290 for the years ended June 30, 2023, and 2022, respectively.

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 statements of comprehensive income, were $ 163,138 and $ 234,681 for the years ended June 30, 2024, and 2023, respectively.

Cash and Cash Equivalents

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in short-term liquid assets, such as certificates of deposit or money market funds.

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.

the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand

Inventories, Net

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.

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for inventories that we have identified as obsolete or slow-moving.

Property and Equipment

Property and equipment are

recorded at cost.

Property and Equipment, Net

Property and equipment are recorded

Significant additions or improvements extending the useful lives of assets are capitalized.

Maintenance and repairs

of revenue nature 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

Maintenance and repairs of expense

nature are charged to expense as incurred.

Depreciation is computed using the straight-line method over the estimated useful lives as

Schedule of estimated useful lives

Office equipment

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during the years ended June 30, 2024, and 2023.

Intangible Assets

Intangible Assets, Net

The definite lived intangible

assets consisted of the following as of June 30, 2024:

Schedule of definite lived intangible assets

Schedule of definite lived intangible

Definite lived intangible assets:

Expected Life

Less Accumulated

Net Intangible

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Expected Life

Less Accumulated

Net Intangible

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Amortization expense recognized

during the years ended June 30, 2023, and 2022 was $ 839,595 and $ 579,012 , respectively.

The amortization expenses of the definite lived

intangible assets for the next five years and thereafter are as follows:

Schedule of future amortization expense

Impairment of 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;

during the years ended June 30, 2024, and 2023 were $ 992,699 and $ 839,595 , respectively.

For the year ended June 30, 2024, we disposed

of fully amortized intangible assets in the amounts of $ 86,884 and expensed technology in progress of $ 9,404 .

For the year ended June

30, 2023, we did no t dispose of intangible assets.

The amortization expenses of the

definite lived intangible assets for the next five years and thereafter are as follows:

Schedule of amortization expenses of the

definite lived intangible assets

of 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;

changes in our strategic business objectives and utilization of the asset;

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.

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.

We are not aware of any events

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Stock-based Compensation

The Company’s 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.

Stock-based compensation is recognized on a straight-line basis over the award’s vesting period.

Company estimates 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.

The measurement date

of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete

or the date on which it is probable that performance will occur.

Stock-based compensation costs are reflected in the accompanying consolidated

statements of comprehensive (loss) income based upon the underlying recipients' roles within the Company.

The Company uses the asset

and liability method of accounting for income taxes.

The Company accounts for stock

options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement

and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to

Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to

employees and non-employees, net of estimated forfeitures, over the employees’ requisite service period or the non-employees’

performance period based on the grant date fair value estimated in accordance with the provision of ASC 718.

ASC 718 is also applied to

awards modified, repurchased, or cancelled during the periods reported.

The Company uses the asset and

liability method of accounting for income taxes.

Accordingly, deferred tax assets and liabilities are determined based on the difference

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In accordance with ASC 260.

“Earnings per share”, basic (loss) earnings per share are calculated by dividing the net (loss) income by the weighted-average

number of common shares that were outstanding for the period, without consideration for potential common shares.

Diluted (loss) earnings

per share is calculated by dividing the net (loss) income 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.

Diluted EPS excludes all dilutive potential

common shares if their effect is anti-dilutive.

(loss) earnings per share are calculated by dividing the net (loss) income by the weighted-average number of common shares that were outstanding

for the period, without consideration for potential common shares.

Diluted (loss) earnings per share is calculated by dividing the net

(loss) income 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.

Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

Antidilutive shares are not taken into account while computation of weighted average number of shares for dilutive EPS calculation.

Concentrations of Credit Risk

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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 year ended June 30, 2023, net sales to our two largest customers represented

approximately 61 % and 31 % of our consolidated net sales, respectively, and 27 % and 69 % of our accounts receivable balance as of June 30,

For the year ended June 30, 2022, net sales to our two largest customers represented 70 % and 13 % of our consolidated net sales,

respectively, and 0 % of our accounts receivable balance as of June 30, 2022.

No other customer accounted for more than ten percent of

total net sales.

For the year ended June 30,

2023, we purchased the majority of our wireless data products from three manufacturing companies located in Asia.

If they 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 our revenue.

A significant portion of our revenue

is derived from a small number of customers.

For the year ended June 30, 2024, net sales to our two largest customers represented approximately

68 % and 22 % of our consolidated net sales, respectively, and 0 % and 85 % of our accounts receivable balance as of June 30, 2024.

year ended June 30, 2023, net sales to our two largest customers represented approximately 61 % and 31 % of our consolidated net sales,

respectively, and 27 % and 69 % of our accounts receivable balance as of June 30, 2023.

For the year ended June 30, 2024,

30, 2023, we purchased wireless data products from these suppliers in the amount of $ 37,505,858 , or 99.6 % of total purchases, and had

related accounts payable of $ 12,598,741 as of June 30, 2023.

For the year ended June 30, 2022, we purchased wireless data products from

our two suppliers in the amount of $ 22,319,313 , or 98.3 % of total purchases, and had related accounts payable of $ 7,409,273 as of June

we purchased the majority of our wireless data products from two manufacturing companies located in Asia.

If they 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 our revenue.

For the year ended June 30, 2024, we

purchased wireless data products from two suppliers in the amount of $ 23,581,572 , or 98.9 % of total purchases, and had related accounts

payable of $ 6,263,385 as of June 30, 2024.

For the year ended June 30, 2023, we purchased wireless data products from these suppliers

in the amount of $ 37,505,858 , or 99.6 % of total purchases, and had related accounts payable of $ 12,598,741 as of June 30, 2023.

We maintain our cash accounts

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Recently Issued Accounting Pronouncements

In September 2022,

the FASB issued ASU No.

In September 2022, the

FASB issued ASU No.

2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) .

The ASU requires disclosure of

the key terms of outstanding supplier finance programs and a rollforward of the related obligations.

The ASU requires disclosure of the

key terms of outstanding supplier finance programs and a rollforward of the related obligations.

The ASU does not affect the recognition,

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beginning after December 15, 2022, except for the rollforward requirement, which is effective for annual periods beginning after December

There was no impact to the consolidated financial statements.

NOTE 3 - FAIR VALUE MEASUREMENTS

Fair value accounting is applied

for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the

consolidated financial statements on a recurring basis (at least annually).

Assets and liabilities recorded at fair value in the financial

statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities

are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 inputs are unobservable inputs for the asset or liability.

The carrying values of the

Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, and accounts

payable and debt, are calculated based on their approximate their fair values due to the short period of time to maturity or repayment.

We invest our excess cash into financial instruments which management believes are readily convertible into cash, such as money market

funds and certificates of deposit.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted

of the following as of:

Schedule of property and equipment

June 30, 2023

June 30, 2022

Machinery and Commercial Equipment

Office equipment

Less accumulated depreciation

Depreciation expense

associated with property and equipment was $ 51,970

and $ 87,743 for the

years ended June 30, 2023, and 2022, respectively, and is included in selling, general, and administrative expenses on the

consolidated statements of comprehensive (loss) income.

For the years ended June 30, 2023, and 2022, we have written off

fully depreciated property and equipment in the amounts of $ 265,071

and $ 4,175 ,

respectively.

There was no impact to our consolidated financial statements.

2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures

of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and

included within each reported measure of a segment’s profit or loss.

This ASU also requires disclosure of the title and position of the

individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in

assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively

to all prior periods presented in the financial statements.

Early adoption is also permitted.

This ASU will likely result in the required

additional disclosures being included in our consolidated financial statements, once adopted.

In December 2023, the

FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting

entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective

basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have

not yet been issued or made available for issuance.

This ASU will likely result in the required additional disclosures being included

in our consolidated financial statements, once adopted.

NOTE 3 – ACCRUED LIABILITIES

Accrued liabilities consist

of the following as of:

Accrued liabilities consist of

the following as of:

Schedule of accrued liabilities

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Accrued vacation

Accrued undelivered inventory

Accrued commission for service providers

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Other accrued liabilities

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 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, which will be total amount of $2M, with the first such bonus accrued on December 31, 2022.

For the year ended June

30, 2024 and 2023, $ 500,000 and $ 375,000 bonus had been accrued, respectively, with $ 875,000 and $ 375,000 accrual bonus balances as of

June 30, 2024 and 2023, respectively.

The Company accrued a commission

of approximately $ 650,000 to a customer to provide a financial support for its sales program during the 2021 fiscal year.

commission has been paid approximately $ 400,000 in the form of credit with the remaining balance of approximately $ 250,000 as of June

NOTE 4 – INCOME TAXES

Income tax benefit for the

years ended June 30, 2023, and 2022 consists of the following:

Income tax benefit for the years

ended June 30, 2024, and 2023 consists of the following:

Schedule of income tax benefit

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Current income tax (benefit) expense:

$ ( 127,998 )

Total Current income tax expense (benefit)

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$ ( 886,659 )

The benefit for income taxes

reconciles to the amount computed by applying the effective federal statutory income tax rate to the income before provision for income

taxes as follows:

Schedule of effective income tax rate

The benefit for income taxes reconciles

to the amount computed by applying the effective federal statutory income tax rate to the income before provision for income taxes as

Schedule of effective federal statutory income tax rate to the income before provision for income taxes

Year Ended June 30,

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Nondeductible expenses

Global intangible low-taxed income

Foreign rate difference

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Net deferred tax asset

Deferred income tax assets

and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result

Deferred income tax assets and

liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result

in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are

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Management determined it is more likely than not that the federal deferred tax assets

will be fully realized, and no valuation allowance is necessary as of June 30, 2023, or 2022.

As of June 30, 2023, we have

federal and state net operating loss carryforwards of approximately $ 2.5 million and $ 0.5 million , respectively.

Under the Tax Cuts and

Jobs Act, which was signed into law on December 22, 2017, the federal net operating loss of approximately $ 2.5 million , which was recognized

on or after January 1, 2018, will carry forward indefinitely.

There is $ 0 federal net operating loss, which was recognized on or before

December 31, 2017.

The state net operating loss of approximately $ 0.5 million will begin to expire through 2043.

The utilization of net

operating loss carryforwards may be subject to limitations under provisions of the Internal Revenue Code Section 382 and similar state

We apply the provisions of

ASC 740 related to accounting for uncertain tax positions, which prescribes a recognition threshold and measurement process for recording

will be fully realized, and no valuation allowance is necessary to record as of June 30, 2024, or 2023.

As of June 30, 2024, we have federal

and state net operating loss carryforwards of approximately $ 5.8 million and $ 0.5 million , respectively.

Under the Tax Cuts and Jobs Act,

the federal net operating loss of approximately $ 5.8 million , which will carry forward indefinitely.

The state net operating loss of approximately

$ 0.5 million will begin to expire through 2043.

The utilization of net operating loss carryforwards may be subject to limitations under

provisions of the Internal Revenue Code Section 382 and similar state provisions.

We apply the provisions of ASC

740 related to accounting for uncertain tax positions, which prescribes a recognition threshold and measurement process for recording

in the financial statements uncertain tax positions taken or expected to be taken in a tax return.

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and ending balance of unrecognized tax benefits, which have been considered in the Company’s computation of its deferred tax assets, is

Schedule of unrecognized tax benefits

Schedule of deferred tax assets

Balance as of June 30, 2022

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NOTE 5 – (LOSS) EARNINGS PER SHARE

We report (loss) earnings

per share in accordance with ASC 260, “Earnings Per Share.” Basic (loss) earnings per share are computed using the weighted

average number of shares outstanding during the period.

Diluted (loss) earnings per share represent basic earnings per share adjusted

to include the potentially dilutive effect of outstanding stock options by using the treasury stock method that the proceeds we receive

from an in-the-money option exercise are used towards repurchasing common shares in the market.

We report (loss) earnings per

share in accordance with ASC 260, “Earnings Per Share.” Basic (loss) earnings per share are computed using the weighted average

number of shares outstanding during the period.

Diluted (loss) earnings per share represent basic earnings per share adjusted to include

the potentially dilutive effect of outstanding stock options by using the treasury stock method that the proceeds we receive from an in-the-money

option exercise are used towards repurchasing common shares in the market.

For the years ended June 30, 2024,

2023, and 2022, we were in a net loss position and have excluded 647,001 and 766,001 stock options 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 loss per share is as follows:

Schedule of earnings per share

and 2023, we were in a net loss position and have excluded 627,001 and 647,001 stock options 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 loss per share is as follows:

Schedule of weighted average number of

shares outstanding used to compute loss per share

Year Ended June 30,

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NOTE 6 – COMMITMENTS AND CONTINGENCIES

In February 2016, the Financial

Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2016-02 (Topic 842).

842 amended several aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as

a right-of-use asset and corresponding liability, measured at the present value of the lease payments.

In July 2018, the FASB issued supplemental

adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU

2018-11 “Leases (Topic 842):

Targeted Improvements.” The new guidance aims to increase transparency and comparability among

organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key

information about leasing arrangements.

A modified retrospective application is required with an option to not restate comparative periods

in the period of adoption.

We adopted ASC 842 as of July

We adopted ASC 842 new lease accounting

on July 1, 2019.

We had an operating lease principally for both Franklin Wireless Corp.

and Franklin Technologies Inc., in accordance with

Adoption of the standard resulted in the initial recognition of operating lease right-of-use (“ROU”) assets and operating

lease liabilities of $ 1,501,203 and $ 1,507,367 , respectively, as of July 1, 2019, with the difference due to the existing lease liabilities

and Franklin Technologies Inc., in accordance

with ASC 842.

We determine whether an arrangement

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for consideration.

Operating leases are recorded in the balance sheet as right-of-use asset (“ROU asset”) and operating lease

Operating leases are recorded in the balance sheet as right-of-use assets (“ROU assets”) and operating lease

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent

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date of the lease and measure based on the present value of lease payment over the lease term.

The ROU asset also includes deferred rent

The ROU assets also includes deferred rent

Our lease arrangement generally does not provide an implicit interest rate.

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on a straight-line basis over the lease term.

On September 9, 2015, we signed

a lease for new office space consisting of approximately 12,775 square feet, located in San Diego, California, which commenced on October

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 at a monthly rent of $25,754, 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.

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

We leased approximately 12,775

square feet of office space in San Diego, California, at a monthly rent of $25,754, pursuant to a lease that expired in December 2023.

On October 19, 2023, we signed a lease for office space consisting of approximately 11,400 square feet, located in San Diego, California,

at a monthly rent of $23,370, which commenced on January 1, 2024.

In addition to monthly rent, the lease includes payment for certain

common area costs.

The term of the lease for the office space is 65 months from the lease commencement date.

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 related

to this property was $ 321,259 and $ 309,053 for the years ended June 30, 2024 and 2023.

On or about December 7 ,

2023, we received an invoice from our prior landlord, Hunsaker & Associates, requesting payment of additional rent on our completed

and expired lease of office space located at 9707 Waples Street, San Diego, CA, as of December 31, 2023.

This invoice of $ 142,978 purports

to represent charges for variable cost increases during the prior 7 years of the lease, which was discounted by $ 46,274 and adjusted down

to $ 96,704 for the three months ended June 30, 2024.

We are currently reviewing these charges and will be requesting further validation

of these charges, in accordance with our rights granted under the lease.

For the year ended June 30, 2024, we recorded an additional rent

expense of $ 96,704 and an accrued liability of $ 72,048 reflecting this pending invoice and a credit of $ 24,656 for our deposit on the

leasehold property.

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 expired on August

31, 2023, and were extended by an additional twelve months to August 31, 2024.

31, 2024, and were extended for an additional 24 months to August 31, 2026.

In addition to monthly rent, the leases provide for periodic

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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 that expired on September 4, 2023,

and were extended by an additional twelve months to September 4, 2024.

Short-term leases with initial terms of twelve months or less are

not capitalized, and our leases of the South Korean offices and corporate housing facility have been considered as short-term lease.

The components of lease expense

and supplemental cash flow information related to leases for the years ended June 30, 2023, and 2022 are as follows:

As of June 30, 2023, we used

discount rates of 4.0 % in determining

our operating lease liabilities for the office spaces in San Diego, California.

This rate represented our incremental borrowing rates

at that time.

Short-term leases with initial terms of twelve months or less are not capitalized, and our lease of the South Korean offices

has been considered as short-term lease.

Our San Diego office lease was extension of previous lease and did not contain any further extension

Rent expenses for the years ended June 30, 2023, and 2022 were $ 445,548

Rent expense related to these leases

was approximately $ 112,206 and $ 128,400 for each of the years ended June 30, 2024 and 2023, respectively.

Short-term leases with initial

terms of twelve months or less are not capitalized, and our leases of the South Korean offices and corporate housing facility have been

considered as short-term lease.

We lease one corporate housing

facility, located in Seoul, Korea, primarily for our employees who travel, under a non-cancelable operating lease that expired on September

4, 2024, and was extended for an additional twelve months to September 4, 2025.

Rent expense related to this lease was $ 8,089 and $ 8,095

for the years ended June 30, 2024 and 2023, respectively.

We used a discount rate of 4.0 %

in determining our operating lease liabilities for the office space that expired on December 31, 2023, and used a discount rate of 7.0 %

for the office space that commenced on January 1, 2024, in San Diego, California, 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, and our leases of the

South Korean offices and corporate housing facility have been considered as short-term leases.

Rent expenses for the years ended

June 30, 2024, and 2023 were $ 554,052

and $ 445,548 respectively.

In accordance with ASC 842, the components of the lease expense were as follows:

Schedule of components of lease expense

In accordance

with ASC 842, the components of the lease expense and supplemental cash flow information related to leases for the years ended June 30,

2024, and 2023 are as follows:

Schedule of components of the lease expense and supplemental

cash flow information related to leases

Years ended June 30,

Operating lease expense

Additional charges for the prior operating lease subject to dispute

Short term lease cost

Total lease expense

Remaining lease term-operating leases

Discount rate-operating lease

In accordance with ASC 842,

maturity of operating lease liabilities as of June 30, 2023, was as follows:

Schedule of future minimum rental payments for operating leases

Payments due by June, 30

Administrative office, San Diego, CA

Total Obligations

Schedule of future minimum rental payments for operating leases

Operating Leases

In accordance with ASC 842, future

minimum payments under operating leases are as follows:

Schedule of future

minimum payments under operating leases

Operating Lease

Total lease payments

Less imputed interest

Remaining lease term-operating leases

Discount rate-operating lease

We are from time to time involved

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Verizon Jetpack Recall

On April 8, 2021, Verizon

issued a press release announcing that it was 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.

On April 8, 2021, Verizon issued

a press release announcing that it was 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 import the devices and

supply 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

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.

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

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Future Impact on Financial

We are striving to avoid any

litigation with Verizon arising from the recall and have not been served with any legal action by Verizon relating to the products covered

by the recall.

We are striving to avoid any litigation

with Verizon arising from the recall and have not been served with any legal action by Verizon relating to the products covered by the

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.

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 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 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 we 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

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 June 30, 2023, there is a reasonable possibility we may incur a loss;

however, the amount

is not estimable at this time.

On January 25, 2021, we commenced legal action against Anydata and its principal officers in San Diego

Superior Court, case number 37-2021-00003468-CU-BC-CTL.

Subsequent to June 30, 2023, a confidential settlement has been reached

between the parties for an immaterial amount and as of the date of this report, the action is expected to be dismissed within the next

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.

Shareholder Litigation

A shareholder action,

A shareholder action, Ali vs.

Franklin Wireless Corp.

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 Verizon recall was

likely and that we did not disclose that information to investors in a timely manner.

The Class and Defendants have executed a

Stipulation and Agreement of Settlement under which the Class releases all claims against Defendants in exchange for a payment by

Defendants of $ 2.4

million (the “Settlement Amount”), which is reflected in liabilities under “accrued legal contingency

expense” with a corresponding charge to “loss from a legal contingency”.

The Class has submitted a motion for

preliminary approval of the settlement, which the Court has not yet ruled on.

If and when the Court grants preliminary approval of

the Settlement, Defendants will be required to deposit the Settlement Amount into an escrow account established to administer the

District Court, Southern District of California (San

Diego) on April 16, 2021, alleging, among other things, that we had prior knowledge that the Verizon recall was likely and that we did

not disclose that information to investors in a timely manner.

The Class and Defendants have executed a Stipulation and Agreement of Settlement

under which the Class releases all claims against Defendants in exchange for a payment by Defendants of $ 2.4 million (the “Settlement

Amount”), which is reflected in liabilities under “accrued legal contingency expense” with a corresponding charge to

“loss from a legal contingency”.

The Class has submitted a motion for preliminary approval of the settlement, which the Court

denied on January 24, 2024.

On April 22, 2024, after resubmission of the application, the court granted preliminary approval of the

On May 6, 2024, per the terms of the settlement agreement, we sent by wire transfer $ 2,400,000 to an account specified by

the Ali class action claim administrator, Epiq (the appointed Settlement Administrator by the Court).

Harwood / Martin

A legal action was filed in

A legal action was filed in the

District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, by Stephen Harwood, derivatively

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We believe these allegations are not supported by the facts and we will vigorously defend against such claims.

A legal action was filed in

A legal action was filed in the

District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, by Debra Martin, derivatively

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have been consolidated into a single action in the U.S.

District Court, Southern District of California (San Diego) titled “In re

Franklin Wireless Corp.

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.

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

Discovery has been completed and trial has been

scheduled to begin on December 9, 2024.

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.

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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

District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, Nosirrah Management LLC

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 as of the reporting date.

“Short-Swing” Profits

A legal action was filed in the

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-RSH-JLB, on or about July 22, 2021, claiming that our Chief Executive Officer, O.C.

Kim, violated Section 16(b) of the Securities Exchange Act of 1934 for receiving “short-swing” profits from a sale and purchase

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.

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.

The Change in Control Agreements, dated October 1, 2020, have been extended through

September 30, 2024.

Severance Agreement

November 10, 2022 the Company and OC Kim, its President, entered into an amendment of the employment letter agreement dated September

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.

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.

case, any unvested options become immediately vested.

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.

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.

On October 19, 2023, the jury returned a verdict of $2,000,000 in favor of the Company against

the Company’s Chief Executive Officer, O.C.

Subsequently, the parties entered into a settlement agreement on June

12, 2024, for Mr.

Kim to pay $1,000,000, and the appeal by OC Kim was dismissed (see “Exhibit 10.9”).

On September 23, 2024

the Company and Mr.

Kim entered into a Forbearance Agreement to defer payment of the settlement in exchange for deferment of a $1,250,000

bonus for securing a joint venture agreement with MeiG Smart Technology Co., Ltd.

Kim time to pursue remedies with the State

(see “Exhibit 10.13”)

Loan Agreement with Subsidiary

On March 21, 2022, Franklin Wireless Corp.

“Company”) entered into a Loan Agreement with Franklin Technology Incorporation, a Republic of Korea corporation (“FTI”),

under which the Company agreed to loan US$ 10,000,000 to FTI.

The Company owns a majority of the outstanding equity of FTI.

primary business is providing design and development services to the Company for our wireless products.

As part of the loan transaction,

FTI delivered a $10 million Promissory Note to the Company (the “Note”).

On March 21, 2022, Franklin Wireless

(the “Company”) entered into a Loan Agreement with Franklin Technology Incorporation, a Republic of Korea corporation

(“FTI”), under which the Company agreed to loan US$ 10,000,000 to FTI.

The Company owns a majority of the outstanding equity

FTI’s primary business is providing design and development services to the Company for our wireless products.

the loan transaction, FTI delivered a $10 million Promissory Note to the Company (the “Note”).

In the preparation of consolidated

financial statements of the Company, the transactions and balances related to the loan of $10 million, including the accrued interest

for the year ended June 30, 2024, were eliminated as intercompany transactions.

The purpose of the loan is to allow FTI to purchase

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the Company a mortgage on it to secure payment of the Note.

The Note is for a term of five years, provides

for annual payments of interest at 2% per annum, and is due and payable upon maturity.

The Note and Loan Agreement include customary provisions

for default and acceleration upon default, and a default interest rate of 7% per annum.

The Note is for a term of five years, provides for annual payments of interest

at 2% per annum, and is due and payable upon maturity.

The Note and Loan Agreement include customary provisions for default and acceleration

upon default, and a default interest rate of 7% per annum.

As of June 30, 2024, there’s no new information regarding the status of the

facility’s acquisition.

Employment Contracts

On October 1, 2020, we entered

into Change of Control Agreements with OC Kim, our President, and Yun J.

(David) Lee, our Senior Vice President of Sales and previously

served as Chief Operating Officer.

Each Change of Control Agreement provides for a lump sum payment to the officer in case of a change

of control of the Company.

The term includes the acquisition of Common Stock of the Company 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 of the Company 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 the Company’s outstanding Common Stock, or a liquidation or dissolution of the Company or sale of substantially all of the Company’s

The Change of Control Agreement

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.

These agreements were for an initial term of three years but have now been extended through October 2027.

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.

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.

For the year ended June 30, 2024 and 2023, $ 500,000 and $ 375,000 bonus had

been accrued, respectively, with $ 875,000 and $ 375,000 accrual bonus balances as of June 30, 2024 and 2023, respectively.

The employment agreement with

OC Kim was renewed and extended by the Board in September 2024 and will continue through October 2027.

International Tariffs

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NOTE 7 – 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.

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.

The fair value of each share option award on the date of grant was estimated using the Black-Scholes method

based on the following weighted average assumptions:

The risk-free interest rate is based on the U.S.

treasury yield curve in effect at

the time of grant for periods corresponding with the expected term of options award;

the expected term represents awards granted are expected

to be outstanding giving considerations vesting schedules and historical participant exercise behavior;

the expected volatility is based

upon historical volatility of the dividend yield is based upon the company’s dividend rate at the time fair value is measure and

future expectations.

Under this application, we record compensation expense for all awards granted.

Compensation costs

will be recognized over the period that an employee provides service in exchange for the award, i.e.

the vesting period.

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, which covers 800,000

shares of Common Stock.

The 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 $ 710,870 and $ 545,841 compensation expenses recorded under this method for the years ended June 30, 2023, and 2022, respectively.

A summary of the status of

our stock options is presented below:

Schedule of stock option activity

Stock Option Plan (the “2020 Plan”), which covers 800,000 shares of

Common Stock.

The 2020 Plan provides 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 $ 295,104 and $ 710,870 compensation expenses recorded under this method for the years ended June 30, 2024,

and 2023, respectively.

A summary of the status of our

stock options is presented below:

Schedule of stock options

Outstanding as of June 30, 2022

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weighted-average grant-date fair value of stock options outstanding as of June 30, 2024, in the amount of 627,001 shares was $ 3.3 per

As of June 30, 2023, there

was unrecognized compensation cost of $ 542,807 related to non-vested stock options granted.

10 – STOCKHOLDERS’ EQUITY

As of June 30, 2024, there was

unrecognized compensation cost of $ 172,939 related to non-vested stock options granted.

NOTE 8 – STOCKHOLDERS’

have been authorized to issue 50,000,000 shares of common stock, $ 0.001 par value.

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There were 11,784,280

and 11,684,280 shares issued and outstanding as of June 30, 2023, and 2022, respectively.

have been authorized to issue 10,000,000 shares

of preferred stock.

$0.001 0.001 par

value, but no preferred

stock is issued and outstanding as of June 30, 2023 and 2022.

shares issued and outstanding as of June 30, 2024, and 2023, respectively.

have been authorized to issue 10,000,000 shares of preferred stock.

$0.01 par value, but no preferred stock is issued and outstanding

as of June 30, 2024 and 2023.

had 2,549,208 shares of treasury stock, valued at $ 3,554,893 (based on the costs that we agreed to repurchase) as of June 30, 2024 and

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For the years ended June

30, 2023, and 2022, there have not been any transactions, except as disclosed in Note 8, entered into or been a participant in which a

related person had or will have a direct or indirect material interest.

30, 2024, and 2023, there have not been any transactions entered into or been a participant in which a related person had or will have

a direct or indirect material interest.

NOTE 10 – SUBSEQUENT EVENTS

The FASB issued ASC 855,

“Subsequent Events.” ASC 855 establishes general standards of accounting for and disclosure of events that occur after the

balance sheet date but before financial statements are issued or are available to be issued.

The Company has evaluated all events or transactions

that occurred after June 30, 2023, up through the date the financial statements were available to be issued.

During these periods,

the Company did not have any material recognizable subsequent events required to be disclosed to the financial statements as of September

The FASB issued ASC 855, “Subsequent Events.”

ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial

statements are issued or are available to be issued.

The Company has evaluated all events or transactions that occurred after June 30,

2024, up through the date the financial statements were available to be issued.

May 14, 2024, the Company entered into an Agreement for Formation of Corporation (the “Agreement”) with MeiG Smart Technology

(“MeiG”), a leading supplier of cellular modules, IoT terminals and wireless data solutions.

Under the terms of

the Agreement, the Company and MeiG will form a Nevada corporation to be owned 60% by Franklin and 40% by MeiG.

The Company will contribute

$3,000,000 to the new corporation and MeiG will contribute $2,000,000.

Under the terms of the Agreement, the new corporation will have

a Board of Directors consisting of three members, with two to be appointed by the Company and one to be appointed by MeiG.

The new company

will engage in worldwide sales, marketing, customer support and operations for telecommunications modules to be provided by MeiG, under

such brands or designations as the Board of Directors of the new company will determine.

As of September 30, 2024, no contribution was

committed by the Company and MeiG.

On September 23, 2024, the Board

acknowledged that Mr.

Kim had earned an incentive bonus of $1,250,000 for negotiating and securing a joint venture agreement with MeiG

Smart Technology Co., Ltd.

However, the Company and Mr.

Kim entered into a Forbearance Agreement, dated September 23, 2024, under which

Kim agreed to defer payment of the bonus, in exchange for the Company’s agreement to allow Mr.

Kim to defer payment of the

$1,000,000 settlement amount owed by Mr.

Kim to the Company under a Settlement Agreement, dated June 12, 2024.

The forbearance is to

Kim time to pursue remedies with the State of Nevada (See “Business—Shareholder Litigation—Short Swing Profits

Litigation”).

Other than what was described

above, the Company did not have any material recognizable subsequent events required to be disclosed to the financial statements as of

September 30, 2024.

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

Item 9A. Controls and Procedures