FRANKLIN WIRELESS CORP — Major Shareholding Notification 2004

Feb 10, 2004

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. 4) ---------- FRANKLIN TELECOMMUNICATIONS CORP. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 354727208 (CUSIP Number) December 31, 2003 - -------------------------------------------------------------------------------- (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) (Continued on following pages) (Page 1 of 6 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). Names 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: Norfolk House P.O. Box N-7139 Bahamas As to GreenLight: 84, av. Louis Casai CH-1216 Cointrin, 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. 354727208 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: Not applicable. Item 4. Ownership. The information contained in Items 5 though 11 on the cover pages hereto is incorporated herein by reference. The 2,814,981 shares of Common Stock beneficially owned by Crescent includes 590,000 shares of Common Stock which Crescent has the current right to purchase pursuant to a warrant held by Crescent. 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 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 2,814,981 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 2,814,981 shares of Common Stock beneficially owned by it; and (iii) GreenLight is reporting that it shares the power solely to vote or direct the vote and the power to dispose or direct the disposition of, the total of 2,814,981 shares of Common Stock beneficially owned by it. Item 5. Ownership of Five Percent or Less of a Class. Ownership is 0.36%. 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. Certification. 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 which could have that purpose or effect. 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: February 5, 2004 CRESCENT INTERNATIONAL LIMITED By: GreenLight (Switzerland) SA, as Attorney-in-Fact By: /s/ Mel Craw ------------------------------------ Name: Mel Craw Title: Authorized Signatory By: /s/ Maxi Brezzi ------------------------------------ Name: Maxi Brezzi Title: Authorized Signatory DMI TRUST By: GreenLight (Switzerland) SA, as Attorney-in-Fact By: /s/ Mel Craw ------------------------------------ Name: Mel Craw Title: Authorized Signatory By: /s/ Maxi Brezzi ------------------------------------ Name: Maxi Brezzi Title: Authorized Signatory GREENLIGHT (SWITZERLAND) SA By: /s/ Mel Craw ------------------------------------ Name: Mel Craw Title: Managing Director By: /s/ Maxi Brezzi ------------------------------------ Name: Maxi Brezzi Title: Director