SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 12)

First Franklin Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

320272107

(CUSIP Number)

Jason D. 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)

April 23, 2010

(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).

  Page 1 of 6

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)  x (b)  o
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)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 167,265
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 167,265
		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,265
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.952%
14	TYPE OF REPORTING PERSON* CO

Page 2 of 6

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John C. Lame
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
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 United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 167,265*
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 167,265*
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,265*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.952%
14		TYPE OF REPORTING PERSON* IN

*.  Mr. Lame may be deemed to have voting and dispositive power over these shares as a result of his position as Chief Executive Officer and Chairman of Lenox Wealth Management, Inc.; however, Mr. Lame disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Page 3 of 6

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jason D. Long
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
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 United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 167,265*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 167,265*
		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,265*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.952%
14	TYPE OF REPORTING PERSON* IN

 *.  Mr. Long may be deemed to have voting and dispositive power over these shares as a result of his position as Vice President - Finance of Lenox Wealth Management, Inc.; however, Mr. Long disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

  Page 4 of 6

This Amendment No. 12 (this “Amendment”) amends and supplements the Statement on Schedule 13D (as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 10, and 11 filed on or about June 26, 2009, October 7, 2009, November 9, 2009, December 9, 2009, February 16, 2010, February 24, 2010, March 26 2010, April 5, 2010, April 13, 2010, April 15, 2010 and April 19, 2010, respectively, 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. (“Lenox”), John C. Lame and Jason D. Long.  Lenox and Messrs. Lame and L ong are hereinafter collectively referred to as the “Reporting Persons.”

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 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following paragraph after the twelfth paragraph thereof:

On April 20, 2010, the Trustee of the ESOP sent a follow-up response letter to the Reporting Persons.  On April 23, 2010, the Reporting Persons sent to the Trustee of the ESOP a revised offer letter (the “Revised Offer”) outlining terms under which the Reporting Person would acquire shares of the Common Stock held in the ESOP.  Copies of the letter and the Revised Offer are filed as Exhibits 99.1 and 99.2 hereto, respectively, and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended and restated as follows:

99.1 Letter sent by the ESOP to the Reporting Persons dated April 20, 2010

99.2 Letter sent by the Reporting Persons to the ESOP on April 23, 2010.

  Page 5 of 6

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/ F. Mark Reuter                                                      

Attorney-in–Fact for John C. Lame,

Chief Executive Officer

Date: April 23, 2010

John C. Lame

By: /s/ F. Mark Reuter                                                      

Attorney-in–Fact for John C. Lame

Date: April 23, 2010

Jason D. Long

By: /s/ F. Mark Reuter                                                      

Attorney-in–Fact for Jason D. Long

Date: April 23, 2010

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.

Page 6 of 6 

EX-99.1

EXHIBIT 99.1

Franklin Savings

Employee Stock Ownership Plan

4750 Ashwood Drive • P.O. Box 415739

Cincinnati, Ohio 45241-5739 • (513) 469.8000 • Fax (513) 469-5360

   April 20, 2010

Lenox Wealth Management, Inc.

Attn: Mr. Jason Long

8044 Montgomery Road, Suite 480

Cincinnati, Ohio 45236

Dear Mr. Long:

As I suspect you know, you have totally mischaracterized my April 16th response to you in your letter I received yesterday. I did not decline Lenox's offer but instead expressed interest in it and only asked you to remove a condition which would have made a sale impossible to complete. Further, you received that communication from me the same day I learned that the First Franklin Board of Directors declined to change the date of the annual shareholders' meeting, so there was absolutely no delay in my response to you as you allege.

I again urge you to modify Lenox's offer to eliminate the June 14 deadline for OTS approval and then submit a share purchase agreement that sets forth any other terms and conditions of a sale. To be clear, unless Lenox eliminates the OTS-approval-by-June 14 condition, I do not see how we could complete a transaction. In saying this I am not rejecting Lenox's offer; to the contrary, I am requesting that Lenox proceed with the offer on terms that are achievable. And for the record, this does not constitute a breach of any fiduciary duties under ERISA.

I trust that this letter clarifies my position for you and that you will not form any further erroneous or untrue conclusions.

 Thomas H. Siemers, Trustee of the

 Franklin Savings and Loan Employee

 Stock Ownership Plan

EX-99.2

EXHIBIT 99.2

LENOX	Wealth Management	8044 Montgomery Road Suite 480 Cincinnati, Ohio   45236
Office    (513)  618-7080  –   (800)  472-5734   –   Fax   (513)  618-7079		financial solutions since 1887

April 23, 2010

The Franklin Savings and Loan Company

Employee Stock Ownership Plan

Attn: Thomas H Siemers, Trustee

4750 Ashwood Drive

Cincinnati, OH 45241

Dear Tom,

I have read your April 20, 2010 letter.

By your steadfast refusal to accept our offer to purchase all of the Franklin ESOP’s voting shares at $15.00 per share, a significant premium to the market price of FFHS shares both at the time the offer was made and now, you and the other ESOP fiduciaries continue to breach your fiduciary duties to the ESOP and its participants.

The reasons you have given for your continued rejection of our offer are flimsy and do not divert our attention from the fact that you are putting your own self interests far above the interests of the ESOP and the ESOP participants.  An independent ERISA fiduciary considering our offer with an eye single to the interests of the ESOP participants no doubt would have already accepted our offer so that by now we would have been well on our way to obtaining OTS approval, a regulatory process that you previously cited as an excuse for turning your back on our offer and your ESOP participants.

While it seems obvious that you have no interest in putting the ESOP’s interests above your own, we thought we would give you one more chance.

Lenox will keep open our offer to acquire all ESOP shares for $15.00 per share with the following pre-conditions: (i) an unrelated and independent ESOP fiduciary replaces you (and the other conflicted insiders) effective immediately; (ii) the independent ESOP fiduciary will have the responsibility and the commensurate authority to oversee and conduct the ESOP pass-through voting in connection with the 2010 Annual Meeting (including any and all voting instructions and response to proxy solicitations) in a manner that is completely confidential so that no Franklin officers, directors or employees will ever know how any ESOP participant voted (and the confidentiality protections will be explained in advance to the ESOP participants so they may vote their conscience without fear of reprisal); ( iii) the independent fiduciary will have the responsibility of voting the ESOP suspense shares (including response to proxy solicitations); (iv) at our cost the independent fiduciary shall provide the ESOP participants Lenox’s proxy solicitation materials; and (v) Lenox receives all required approvals from the Office of Thrift Supervision, including such approvals in connection with Lenox’s change in control filing.

I hope you will now place the ESOP’s interests above your own and accept this offer without further delay and obfuscation.  I look forward to receiving your response to our offer immediately but in all events by Friday, April 30, 2010 at 1:00PM.

Sincerely,

/s/ Jason D. Long

Jason D. Long

Vice President

Lenox Wealth Management