UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) of the Securities OFExchange ~~THE~~Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): June 23, 2016

~~Date~~Frawley ~~of report (Date of earliest event reported) October 10, 2003~~ Corporation

~~FRAWLEY~~(Exact ~~CORPORATION~~name of registrant as specified in its charter)

(Exact name of Registrant as Specified in Charter)

Delaware	01-6436	95-2639686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware		1-6436		95-2639686
(State of Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5737 Kanan Road PMB 188

~~5737 Kanan Road. PMB #188~~ Agoura Hills, California 91301

(Address of ~~Principal~~principal executive ~~Executive Offices~~offices) (Zip Code)

Registrant’s telephone number, including area code: (818) ~~735~~324-~~6640~~ 9777

~~Registrant’s telephone number, including area code~~ None

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed since ~~Since~~last ~~Last Report~~report)

~~Item~~Check 5.the ~~Other~~appropriate ~~Events~~box ~~and~~below ~~Required~~if FDthe ~~Disclosure.~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Ono ~~October~~Written ~~10,~~communications ~~2003,~~pursuant ~~the~~to ~~Frawley~~Rule ~~Family~~425 ~~Trust~~under (the ~~“Trust”)~~Securities ~~distributed~~Act ~~314,187~~(17 ofCFR ~~its shares of Frawley Corporation common stock par value $1~~230.~~00 per share to the following beneficiaries listed below.~~ 425)

Ito isSoliciting ~~anticipated~~material ~~that~~pursuant ~~within~~to ~~two~~Rule ~~weeks,~~14a-12 ~~the~~under ~~Trust will distribute an additional 14,596 of its shares of Frawley Corporation common stock par value $1.00 per share to~~ the ~~following~~Exchange ~~beneficiaries~~Act ~~listed~~(17 ~~below:~~CFR 240.14a-12)

Name of Beneficiary	Number of Shares	Percentage of ownership after distribution
Dr. Patrick Joseph Frawley III 436 N. Ontare Rd. Santa Barbara, CA 93105	54,796	11.56%(1)
Miss Mary Louise Frawley 10633 Wilkins Ave. # 1 Los Angeles, CA 90024	54,797	11.68%
Mrs. Eileen Frawley Callahan 10700 Wilshire Blvd. # 303 Los Angeles, CA 90024	54,798	8.36%
Mr. Michael P. Frawley 28756 W. Pisces St. Agoura Hills, CA 91301	54,798	11.13%
Mrs. Joan Frawley Desmond 7106 44th St. Chevy Chase, MD 20815	54,797	8.86%
Mrs. Barbara Frawley Ross 315 E 72nd St # 19B New York, NY 10021	54,797	4.48%
Total	328,783	56.07%

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~(1)~~o ~~Additionally~~Pre-commencement ~~Dr.~~communications ~~Frawley~~pursuant ~~holds~~to ~~22,456~~Rule ~~shares~~13e-4(c) orunder ~~1.83%~~the asExchange ~~custodian~~Act ~~for~~(17 ~~his~~CFR ~~children, as to which he disclaims beneficial ownership~~240.13e-4(c))

~~Upon~~Item ~~completion of the distribution, the Trust held no shares or 0% of our issued and outstanding common stock~~8.01 ~~The~~Other ~~shares were distributed pursuant to an exemption from registration made available under Section 4(2) of the Securities Act of 1933, as amended~~Events.

2Section 12(j) Proceeding to Revoke the Registration of the Company’s Securities

~~SIGNATURES~~On June 23, 2016, Frawley Corporation (the “Company”) was named as a respondent in an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, File No. 3-17310 (the “Order”). As stated in the Order, the Securities and Exchange Commission (the “Commission”) deems it necessary and appropriate for the protection of investors that a public administrative proceeding (the “Proceeding”) be instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the Company’s failure to file periodic reports since its Form 10-K for the period ended December 31, 2011, and quarterly reports since the period ended March 31, 2008.

~~Pursuant~~A pre-hearing conference for the Proceeding is currently scheduled for August 26, 2016. At or prior to the ~~requirements~~hearing, ofthe Company intends to accept the ~~Securities~~revocation of registration of its securities under Section 12 of the Exchange Act, ofand ~~1934~~expects that such revocation will become effective shortly thereafter. Upon such revocation, the ~~registrant~~Company’s ~~has~~periodic ~~duly~~reporting ~~caused~~obligations ~~this~~under ~~report~~Section to13(a) beof ~~signed~~the onExchange ~~its~~Act ~~behalf~~will byterminate and any trading of the ~~undersigned~~ ~~hereunto~~Company’s ~~duly~~securities ~~authorized.~~will cease.

		FRAWLEY CORPORATION
Date:	October 10, 2003	By:	/s/ MICHAEL P. FRAWLEY
		Name:	Michael P. Frawley
		Title:	President

Business Update

3Due to setbacks in the Company’s real estate operations, management of the Company has determined that it is no longer viable for the Company to remain in business. Over the past twelve months, business conditions affecting the Company’s real estate parcels have deteriorated significantly.

Among other things, in November 2015, the County of Los Angeles adopted a new General Plan, which includes a new “Significant Ecological Area” map overlaying the Company’s undeveloped land. In addition, in June 2016, the County of Los Angeles announced that it plans to adopt Coastal Zone regulations for the remainder of the Santa Monica Mountains, where the Company has three parcels of undeveloped land. In addition, two of the Company’s three remaining parcels of land are in a location that may contain an endangered plant, which creates substantial uncertainty regarding the ability to obtain environmental permits from the California Department of Fish and Wildlife necessary to initiate any meaningful development of these parcels. These conditions will make development of the Company’s parcels expensive, time consuming and uneconomical.

The Company has pledged its real estate assets to lenders in order to secure indebtedness with a principal amount plus accrued interest of approximately $3,000,000. The Company is attempting to settle with these creditors, and expects to do so by year-end 2016, after which management intends to dissolve the Company. Management does not expect that there will be any value remaining for Company stockholders, once these secured creditors and others liabilities are satisfied.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FRAWLEY CORPORATION

Date: August 11, 2016	/s/ Michael P. Frawley
	Michael P. Frawley
	CEO and Chairman of the Board

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