FRANKLIN WIRELESS CORP — Major Shareholding Notification 2000

Jan 25, 2000

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. )* FRANKLIN TELECOMMUNICATIONS CORP. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 3547271208 - -------------------------------------------------------------------------------- (CUSIP Number) JANUARY 25, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: || Rule 13d-1(b) |X| Rule 13d-1(c) || 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 disclosures provided in a prior cover page. The information required on 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 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.)

Page 5 of 11 Pages ITEM 1(A). NAME OF ISSUER: Franklin Telecommunications Corp. ("Franklin") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 733 Lakefield Road Westlake Village, CA 91361 ITEM 2(A). NAME OF PERSON FILING: (I) Crescent International Limited ("Crescent") (II) DMI Trust ("DMI") (III) GreenLight (Switzerland) SA ("GreenLight") ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: As to Crescent: Clarendon House 2 Church Street Hamilton H 11 Bermuda As to DMI: 10 Deveaux Street P.O. Box N-9935 Bahamas As to Greenlight: 84, av. Louis Casai CH-1216 Geneva Switzerland ITEM 2(C). CITIZENSHIP: As to Crescent: Bermuda As to DMI: Bahamas As to GreenLight: Switzerland ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, no par value ITEM 2(E). CUSIP NUMBER: 3547271208 Page 6 of 11 Pages ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1 (B), OR 13D-2 (B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) || Broker or dealer registered under Section 15 of the Exchange Act. (b) || Bank as defined in Section 3 (a) (6) of the Exchange Act. (c) || Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) || Investment company registered under Section 8 of the Investment Company Act. (e) || An investment adviser in accordance with Rule 13d-1(b)(1) (ii)(E). (f) || An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b)(1)(ii)(F). (g) || A parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G). (h) || A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) || A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) || Group, in accordance with Rule 13d-1 (b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1 (c), check this box. |X| ITEM 4. OWNERSHIP. The information contained in Items 5 through 11 on the cover pages hereto (pages 2 through 4 hereof) is incorporated herein by reference. DMI may be deemed to be a beneficial owner of the shares of Common Stock of Franklin beneficially owned by Crescent by reason of the ownership by DMI of 100 percent of the capital stock of Crescent. GreenLight serves as principal investment manager to Crescent, and as such has been granted investment discretion over investments including the Franklin Common Stock. As a result of its role as investment manager to Crescent, GreenLight may be deemed to be the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of Franklin Common Stock held by Crescent. However, GreenLight does not have the right to receive any dividends from, or the proceeds from the sale of, the Franklin Common Stock held by Crescent and disclaims any ownership associated with such rights. Accordingly, for the purposes of this Statement: (i) Crescent is reporting that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of, the total of 1,932,368 shares of Common Stock beneficially owned by it; (ii) DMI is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the total of 1,932,368 shares of Common Stock beneficially owned by it; and (iii) GreenLight is reporting Page 7 of 11 Pages that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of the total of 1,932,368 shares of Common Stock beneficially owned by it. 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. Page 8 of 11 Pages 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. Date: January 25, 2000 CRESCENT INTERNATIONAL LIMITED By: GreenLight (Switzerland) SA, as Attorney-in-Fact for Crescent International Limited pursuant to Power of Attorney attached to this Schedule 13G By: /s/ Melvyn Craw ______ Name: Melvyn Craw Title: Authorized Signatory By: /s/ Maxi Brezzi ______ Name: Maxi Brezzi Title: Authorized Signatory DMI TRUST By: GreenLight (Switzerland) SA, as Attorney-in-Fact for DMI Trust pursuant to Power of Attorney attached to this Schedule 13G By: /s/Melvyn Craw ______ Name: Melvyn Craw Title: Authorized Signatory By: /s/ Maxi Brezzi ______ Name: Maxi Brezzi Title: Authorized Signatory GREENLIGHT (SWITZERLAND) SA By: /s/ Melvyn Craw ______ Name: Melvyn Craw Title: Managing Director By: /s/ Maxi Brezzi ______ Name: Maxi Brezzi Title: Director Page 9 of 11 Pages AGREEMENT OF JOINT FILING Crescent International Limited, DMI Trust and GreenLight (Switzerland) SA agree that the Statement on 13G to which this Agreement is attached, and all future amendments to this Statement, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Dated: January 25, 2000 CRESCENT INTERNATIONAL LIMITED By: GreenLight (Switzerland) SA, as Attorney-in-Fact for Crescent International Limited pursuant to Power of Attorney attached to the Schedule 13G filed herewith By: /s/ Melvyn Craw ______ Name: Melvyn Craw Title: Authorized Signatory By: /s/ Maxi Brezzi ______ Name: Maxi Brezzi Title : Authorized Signatory DMI TRUST By: GreenLight (Switzerland) SA, as Attorney-in-Fact for DMI Trust pursuant to Power of Attorney attached to the Schedule 13G filed herewith By: /s/ Melvyn Craw ______ Name: Melvyn Craw Title: Authorized Signatory By: /s/ Maxi Brezzi ______ Name: Maxi Brezzi Title : Authorized Signatory GREENLIGHT (SWITZERLAND) SA By: /s/ Melvyn Craw ______ Name: Melvyn Craw Title: Managing Director By: /s/ Maxi Brezzi ______ Name: Maxi Brezzi Title : Director Page 10 of 11 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that CRESCENT INTERNATIONAL LIMITED hereby makes, constitutes and appoints GREENLIGHT (SWITZERLAND) SA, acting through any authorized officer, as its agent and attorney-in-fact for the purpose of executing in its name all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic or governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including without limitation all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including without limitation any acquisition statements on Schedule 13D, or Schedule 13G, and any amendments thereto, any joint filing agreements pursuant to Rule 13d-1(k), and any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by Crescent International Limited. IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 25th day of January, 2000. CRESCENT INTERNATIONAL LIMITED By: /s/ C.F.A. Cooper ____ Name: C.F.A. Cooper Title: Director By /s/ David W.J. Astwood ___ Name: David W.J. Astwood Title: Director Page 11 of 11 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that DMI TRUST hereby makes, constitutes and appoints GREENLIGHT (SWITZERLAND) SA, acting through any authorized officer, as its agent and attorney-in-fact for the purpose of executing in its name all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic or governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to Crescent International Ltd.'s acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to Crescent International Ltd.'s filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including without limitation all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including without limitation any acquisition statements on Schedule 13D, or Schedule 13G, and any amendments thereto, any joint filing agreements pursuant to Rule 13d-1(k), and any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by DMI Trust. IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 25th day of January, 2000. DMI TRUST By: /s/ Khalid Abdulla-Janahi ____ Name: Khalid Abdulla-Janahi Title: Authorized Signatory By: /s/ Ala Khannak _____ Name: Ala Khannak Title: Authorized Signatory