SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

First Franklin Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

320272107

(CUSIP Number)

Jason Long

Lenox Wealth Management, Inc.

8044 Montgomery Road, Ste 480

Cincinnati OH 45236

(513) 618-7080

Copy to:

F. Mark Reuter, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, Ohio 45202

(513) 579-6469

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 2, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*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 (“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).

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CUSIP No. 320272107
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lenox Wealth Management, Inc.  IRS Identification Number:  31-1445959
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)    o (b)   x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 133,555
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 133,555
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,555
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.946%
14		TYPE OF REPORTING PERSON* CO

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This Amendment No. 2 (this “Amendment”) amends and supplements the Statement on Schedule 13D (as amended by Amendment No. 1 filed on or about June 26, 2009, the “Schedule 13D”) relating to the shares of the common stock, par value, $0.01 per share (the “Common Stock”) of First Franklin Corporation, a Delaware corporation whose principal executive offices are located at 4750 Ashwood Drive, Cincinnati, Ohio 45241 (the “Issuer”), previously filed by Lenox Wealth Management, Inc. (the “Reporting Person”).  This Amendment is being filed to update the Schedule 13D in light of recent events.

Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated as follows:

The amount of funds to acquire 133,555 shares of Issuer’s Common Stock is $828,865.  Such funds were provided from Lenox Wealth Management, Inc.’s working capital.  Provided, however, $162,426 of that working capital was obtained through the exercise of options by the principal of Lenox Wealth Management for the direct purpose of ensuring that the company would have adequate capital to make the purchase.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated as follows:

All of the shares of Common Stock reported herein were acquired for investment purposes, and were originally acquired without the purpose or effect of changing or influencing control of the Issuer.  The Reporting Person acquired the shares on July 7, 2009, September 21, 2009, September 22, 2009, September 24, 2009, September 28, 2009, September 29, 2009, September 30, 2009, October 2, 2009, and October 5, 2009 because it did not believe that the value of the Issuer’s assets was adequately reflected in the market price of the Issuer’s Common Stock at such times.

The Reporting Person reviews on a continuing basis its investment in the Issuer.  Depending upon overall market conditions, the Issuer’s business, affairs and financial position, the price level of the Common Stock, as well as other various factors, the Reporting Person may take such actions with respect to its investment in the Issuer as it deems appropriate in light of the circumstances existing from time to time.  Such actions may include, without limitation, the purchase of additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or the sale at any time of all or a portion of the Common Stock now owned or hereafter acquired by it to one or more purchasers.

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The Reporting Person may consider a variety of different alternatives to maximize shareholder value, and is considering engaging in discussions with management, the Board of Directors, and other shareholders of the Issuer concerning the business and future plans of the Issuer, generally, and with regard to strategies and actions that the Reporting Person believes will enhance the Issuer’s business, governance, oversight and shareholder value.

Except as set forth above, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Person may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

Item 5. Interest in Securities of the Issuer

(a)           See Item 11 and Item 13 on page 2 of this Schedule 13D/A.

(b)           See Items 7 through 10 of page 2 of this Schedule 13D/A.

(c)           During the past sixty days, the Reporting Person effected the following transactions in the Common Stock, all of which were effected in the open market:

Date	Shares	Purchase Price Per Share
9/21/2009	230	$5.25
9/22/2009	300	$5.44
9/22/2009	396	$5.45
9/22/2009	300	$5.46
9/22/2009	4	$5.44
9/22/2009	200	$5.48
9/22/2009	800	$5.50
9/22/2009	600	$5.50
9/24/2009	3,000	$5.50
9/28/2009	400	$5.75
9/28/2009	100	$5.74
9/28/2009	400	$5.75
9/28/2009	100	$5.74
9/29/2009	200	$5.74
9/29/2009	600	$5.75
9/29/2009	200	$5.74
9/30/2009	646	$5.74
9/30/2009	244	$6.14
9/30/2009	110	$6.00
9/30/2009	500	$6.13

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Date	Shares	Purchase Price Per Share
10/2/2009	300	$6.12
10/2/2009	900	$6.14
10/2/2009	100	$6.00
10/2/2009	67	$6.00
10/2/2009	100	$5.98
10/2/2009	233	$6.00
10/2/2009	1,000	$6.50
10/2/2009	1,200	$6.50
10/2/2009	82	$6.50
10/2/2009	1,900	$6.50
10/2/2009	18	$6.50
10/2/2009	600	$6.10
10/2/2009	166	$6.14
10/2/2009	132	$6.14
10/2/2009	100	$6.00
10/5/2009	100	$6.27
10/5/2009	100	$6.30
10/5/2009	100	$6.22
10/5/2009	1,700	$6.30
10/5/2009	82	$6.45
10/5/2009	1,918	$6.45

(d)           NA

(e)           NA

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

NA

Item 7. Material to Be Filed as Exhibits

99.1           Power of Attorney

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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.

Lenox Wealth Management, Inc.
By:	/s/Jason Long
	Jason Long, Vice President
	Date:  October 7, 2009

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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EX-99.1

POWER OF ATTORNEY

Know by all these presents, that the undersigned, Jason Long, as an authorized representative of Lenox Wealth Management, Inc. (the “Company”), hereby makes, constitutes and appoints each of F. Mark Reuter and Bryan A. Jacobs the attorneys-in-fact (the “Attorneys-In-Fact”) of the Company, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on behalf of the Company:

(a)For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, Schedules 13E-3, and Schedules 14D-1 with respect to the securities of First Franklin Corporation (the “Issuer”); and

(b)To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting.  The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead.  The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.

The undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the Company’s responsibilities to comply with the Securities Act or the Exchange Act.

This Power of Attorney shall remain in full force and effect until the Company is no longer required to make filings with the Securities and Exchange Commission with respect to the Company’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.

This Power of Attorney supersedes and replaces in their entirety any and all instruments in effect prior to the date hereof relating to the subject matter hereof.

[Remainder of this page intentionally left blank.  Signature page follows.]

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7thday of October, 2009.

LENOX WEALTH MANAGEMENT, INC.
By:	/s/Jason Long
	Signature
	Jason Long, Vice President
	Name and Title

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