glob_sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Amendment No. )

Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
 
FRANKLIN WIRELESS CORP.
  
 
(Name of Issuer)
  
     
 
Common Stock, par value $0.001
  
 
(Title of Class of Securities)
  
     
 
355184102
  
 
(CUSIP Number)
  
     
 
December 31, 2013
  
 
(Date of Event Which Requires Filing of this Statement)
  
     
Check the appropriate box to designate the rule pursuant to which this Schedule is filed
 
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
 
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No.  355184102
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Globis Capital Partners, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  o
(b)  þ
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 
Delaware
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
 5.
Sole Voting Power 
 
0
6.
Shared Voting Power
 
571,252
7. 
Sole Dispositive Power 
 
0
8.
Shared Dispositive Power
 
571,252
9.
Aggregate Amount Beneficially Owned by each Reporting Person
 
571,252
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row 9
 
5.5%
12.
Type of Reporting Person (See Instructions)
 
PN
 
 
2
 
 
CUSIP No.  355184102
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Globis Capital Advisors, L.L.C.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  o
(b)  þ
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 
Delaware
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
 5.
Sole Voting Power 
 
0
6.
Shared Voting Power
 
571,252
7. 
Sole Dispositive Power 
 
0
8.
Shared Dispositive Power
 
571,252
9.
Aggregate Amount Beneficially Owned by each Reporting Person
 
571,252
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row 9
 
5.5%
12.
Type of Reporting Person (See Instructions)
 
OO
 
 
3
 
 
CUSIP No.  355184102
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Globis Overseas Fund, Ltd.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  o
(b)  þ
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 
Cayman Islands
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
 5.
Sole Voting Power 
 
0
6.
Shared Voting Power
 
93,094
7. 
Sole Dispositive Power 
 
0
8.
Shared Dispositive Power
 
93,094
9.
Aggregate Amount Beneficially Owned by each Reporting Person
 
93,094
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row 9
 
0.9%
12.
Type of Reporting Person (See Instructions)
 
OO
 
 
4
 
 
CUSIP No.  355184102
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Globis Capital Management, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  o
(b)  þ
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 
Delaware
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
 5.
Sole Voting Power 
 
0
6.
Shared Voting Power
 
664,346
7. 
Sole Dispositive Power 
 
0
8.
Shared Dispositive Power
 
664,346
9.
Aggregate Amount Beneficially Owned by each Reporting Person
 
664,346
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row 9
 
6.4%
12.
Type of Reporting Person (See Instructions)
 
PN
 
 
5
 
 
CUSIP No.  355184102
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Globis Capital, L.L.C.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  o
(b)  þ
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 
Delaware
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
 5.
Sole Voting Power 
 
0
6.
Shared Voting Power
 
664,346
7. 
Sole Dispositive Power 
 
0
8.
Shared Dispositive Power
 
664,346
9.
Aggregate Amount Beneficially Owned by each Reporting Person
 
664,346
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row 9
 
6.4%
12.
Type of Reporting Person (See Instructions)
 
OO
 
 
6
 
 
CUSIP No.  355184102
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Paul Packer
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  o
(b)  þ
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 
United States
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
 5.
Sole Voting Power 
 
0
6.
Shared Voting Power
 
664,346
7. 
Sole Dispositive Power 
 
0
8.
Shared Dispositive Power
 
664,346
9.
Aggregate Amount Beneficially Owned by each Reporting Person
 
664,346
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row 9
 
6.4%
12.
Type of Reporting Person (See Instructions)
 
IN
 
In addition to the reported shares of Common Stock, Paul Packer may be deemed to beneficially own additional warrants to purchase 35,125 shares of Common Stock. However, pursuant to the terms of the warrants, the holder cannot exercise or convert any of the warrants until such time as the holder would not beneficially own more than 9.99% of the outstanding Common Stock.
 
7
 
 
Item 1.  
  
 
(a)  
Name of Issuer:
 
Franklin Wireless Corp.
 
(b)  
Address of Issuer’s Principal Executive Offices:
 
6205 Lusk Blvd.
 
San Diego, California 92121
 
Item 2.  
  
 
(a)  
Name of Person Filing:
 
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”):
 
(i)  
Globis Capital Partners, L.P., a Delaware limited partnership ("Globis Partners"), with respect to shares of Common Stock (as defined in Item 2(d) below) directly held by it;
 
(ii)  
Globis Capital Advisors, L.L.C., a Delaware limited liability company ("Globis Advisors"), serves as the general partner of Globis Partners, with respect to shares of Common Stock directly held by Globis Partners;
 
(iii)  
Globis Overseas Fund, Ltd., a Cayman Islands exempted company ("Globis Overseas"), with respect to shares of Common Stock directly held by it;
 
(iv)  
Globis Capital Management, L.P., a Delaware limited partnership (the "Investment Manager"), which serves as investment manager to, and has investment discretion over the securities held by, Globis Partners and Globis Overseas, with respect to shares of Common Stock directly held by Globis Partners and Globis Overseas;
 
(v)  
Globis Capital, L.L.C., a Delaware limited liability company ("GC"), which serves as the general partner of the Investment Manager, with respect to shares of Common Stock directly held by Globis Partners and Globis Overseas;
 
(vi)  
Mr. Paul Packer ("Mr. Packer"), who is the Managing Member of Globis Advisors and GC, with respect to shares of Common Stock directly held by Globis Partners, and Globis Overseas.
 
 
8
 
Globis Partners, Globis Advisors, Globis Overseas, the Investment Manager, GC, and Mr. Packer are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
(b)  
Address of Principal Business Office or, if none, Residence
 
The principal office and business address of Globis Partners, Globis Advisors, Globis Overseas, the Investment Manager, GC and Mr. Packer is:
 
805 Third Ave.
15th Floor
New York, New York 10022
 
(c)  
Citizenship
 
See Item 2(a) above and Item 4 of each cover page.
 
(d)  
Title of Class of Securities
 
Common Stock, par value $0.001
 
(e)  
CUSIP Number
 
355184102
 
 
9
 
 
ITEM 3:  IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
 
            
(a)     
 o     
 Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
 
(b) 
 o
 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
 
(c) 
 o
 Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
 
(d) 
 o
 Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
       
 
(e) 
 o
 An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f) 
 o
 An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g) 
 o
 A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h) 
 o
 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i) 
 o
 A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j) 
 o
 A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);
       
 
(k) 
 o
 Group, in accordance with §240.13d-1(b)(1)(ii)(K).
   
 
 
 If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________.
 
ITEM 4:  OWNERSHIP.
 
A.  
Globis Capital Partners, L.P.
 
(a)  
Amount beneficially owned:  571,252
 
(b)  
Percent of class:  5.5%
 
(c)  
Number of shares as to which such person has:
 
(i)  
Sole power to vote or direct the vote: -0-
 
(ii)  
Shared power to vote or direct the vote:  571,252
 
(iii)  
Sole power to dispose or direct the disposition: -0-
 
(iv)  
Shared power to dispose or direct the disposition:  571,252
 
 
10
 
B.  
Globis Capital Advisors, L.L.C.
 
(a)  
Amount beneficially owned:  571,252
 
(b)  
Percent of class:  5.5%
 
(c)  
Number of shares as to which such person has:
 
(i)  
Sole power to vote or direct the vote: -0-
 
(ii)  
Shared power to vote or direct the vote:  571,252
 
(iii)  
Sole power to dispose or direct the disposition: -0-
 
(iv)  
Shared power to dispose or direct the disposition:  571,252
 
C.  
Globis Overseas Fund, Ltd.
 
(a)  
Amount beneficially owned:  93,094
 
(b)  
Percent of class:  0.9%
 
(c)  
Number of shares as to which such person has:
 
(i)  
Sole power to vote or direct the vote: -0-
 
(ii)  
Shared power to vote or direct the vote:  93,094
 
(iii)  
Sole power to dispose or direct the disposition: -0-
 
(iv)  
Shared power to dispose or direct the disposition: 93,094
 
D.  
Globis Capital Management, L.P.
 
(a)  
Amount beneficially owned:  664,346
 
(b)  
Percent of class:  6.4%
 
(c)  
Number of shares as to which such person has:
 
(i)  
Sole power to vote or direct the vote: -0-
 
(ii)  
Shared power to vote or direct the vote:  664,346
 
(iii)  
Sole power to dispose or direct the disposition: -0-
 
(iv)  
Shared power to dispose or direct the disposition:   664,346
 
 
11
 
E.  
Globis Capital, L.L.C.
 
(a)  
Amount beneficially owned:  664,346
 
(b)  
Percent of class:  6.4%
 
(c)  
Number of shares as to which such person has:
 
(i)  
Sole power to vote or direct the vote: -0-
 
(ii)  
Shared power to vote or direct the vote:  664,346
 
(iii)  
Sole power to dispose or direct the disposition: -0-
 
(iv)  
Shared power to dispose or direct the disposition: 664,346
 
F.  
Paul Packer
 
(a)  
Amount beneficially owned:  664,346
 
(b)  
Percent of class:  6.4%
 
(c)  
Number of shares as to which such person has:
 
(i)  
Sole power to vote or direct the vote: -0-
 
(ii)  
Shared power to vote or direct the vote:  664,346
 
(iii)  
Sole power to dispose or direct the disposition: -0-
 
(iv)  
Shared power to dispose or direct the disposition:  664,346
 
 
12
 
 
ITEM 5:   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following¨
ITEM 6:   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.
 
ITEM 7:   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8:   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9:   NOTICE OF DISSOLUTION OF GROUP.

Not applicable.
 
ITEM 10:  CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
13
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
       
February 14, 2014
   /s/ Paul Packer  
   
Paul Packer,
  
   
individually and as managing member of:
  
   
(a) Globis Capital Advisors, L.L.C., for itself and as the general partner of Globis Capital Partners, L.P.; and (b) Globis Capital, L.L.C., for itself and as the general partner of Globis Capital Management, L.P., the Investment Manager of Globis Overseas Fund, Ltd.
 
 
 
14
 
 
EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
       
February 14, 2014
   /s/ Paul Packer  
   
Paul Packer,
  
   
individually and as managing member of:
  
   
(a) Globis Capital Advisors, L.L.C., for itself and as the general partner of Globis Capital Partners, L.P.; and (b) Globis Capital, L.L.C., for itself and as the general partner of Globis Capital Management, L.P., the Investment Manager of Globis Overseas Fund, Ltd.

15