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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER, dated as of January 2, 2008 (the
"Plan"), by and between Franklin Wireless Corp., a California
corporation
("Franklin-California") and Franklin Wireless Corp., a Nevada
corporation and
wholly-owned subsidiary of Franklin-California
("Franklin-Nevada");
RECITALS:
A.
Franklin-California and Franklin-Nevada desire to enter into this
Plan
providing for the merger of Franklin-California into
Franklin-Nevada;
B. The
authorized capital stock of Franklin-Nevada consists of fifty
million (50,000,000) shares of Common Stock, par value $.001 per
share (the
"Franklin-Nevada Shares"), one hundred (100) of which are owned of
record and
beneficially by Franklin-California, and ten million shares of
Preferred Stock,
par value $.001 per share, none of which are issued or
outstanding;
C. The
authorized capital stock of Franklin-California consists of
1,200,000,000 shares of Common Stock, without par value (the
"Franklin-California Shares"), of which 926,040,050 shares are
outstanding on
the date hereof, and ten million shares of Preferred Stock, without
par value,
none of which are issued or outstanding; and
D. The
merger will have no effect or change on the nature of the
business
or management of the resulting business operating through the
surviving
corporation.
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants
contained herein and other valuable consideration, the receipt and
adequacy of
which are hereby acknowledged, the parties do hereby covenant and
agree as
follows:
SECTION 1. THE MERGER.
1.1 The
Merger. (i) On the Effective Date (as defined below),
Franklin-California shall be merged (the "Merger") with and into
Franklin-Nevada
in accordance with the California General Corporation Law and the
Nevada Revised
Statutes, whereupon the separate existence of Franklin-California
shall cease,
and Franklin-Nevada shall be the surviving corporation (the
"Surviving
Corporation".
1.2.
Filing. As soon as practicable after the execution of this
Plan,
Franklin-California and Franklin-Nevada will file a copy of this
plan of merger
with the Secretary of State of the State of Nevada and make all
other filings or
recordings required by Nevada and California law in connection with
the Merger.
Following such filing, the Merger shall become effective on January
17, 2008,
the effective date specified in the Articles of Merger (the
"Effective Date").
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1.3 Effect
of Merger. From and after the Effective Date, the Surviving
Corporation shall possess all the rights, powers, privileges and
franchises and
be subject to all of the obligations, liabilities, restrictions and
disabilities
of Franklin-California and Franklin-Nevada, all as provided under
the General
Corporation Law of the State of Nevada.
1.4.
Common Stock. On the Effective Date, by virtue of the Merger
and
without any further action on the part of the corporation or their
shareholders,
(i) each share of Common Stock of Franklin-California issued and
outstanding
immediately prior thereto shall be converted into shares of fully
paid and
nonassesssable shares of the Common Stock of Franklin-Nevada at a
ratio of 1
share of Franklin-Nevada for each 70 shares of Franklin-California,
and (ii)
each share of Common Stock of Franklin-Nevada issued and
outstanding immediately
prior thereto shall be canceled and returned to the status of
authorized but
unissued shares.
1.5. Stock
Certificates. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented
shares of the
Common Stock of Franklin-California shall be deemed for all
purposes to evidence
ownership of and to represent the shares of Franklin-Nevada into
which the
shares of Franklin-California represent
