|
*
|
|
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.
|
|
1.
|
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Michael
P. Frawley
|
|
|
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
|
|
3.
|
|
SEC
Use Only
|
|
|
|
4.
|
|
Source
of Funds (See Instructions)
PF,
OO
|
|
|
|
5.
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
|
¨
|
|
6.
|
|
Citizenship
or Place of Organization
United
States
|
|
|
|
Number
of
Shares
Beneficially Owned by
Each
Reporting
Person
With
|
|
7. Sole
Voting Power
133,683
8. Shared
Voting Power
0
9. Sole Dispositive Power
10.9%
|
|
10. Shared
Dispositive Power
0
|
|
11.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
133,683
|
|
|
|
12.
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
¨
|
|
13.
|
|
Percent
of Class Represented by Amount in Row (11)
10.9%
|
|
|
|
14.
|
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
|
Item 1.
|
Security
and Issuer
|
|
|
|
This
statement relates to the Common Stock, par value $1.00 per share
(the
“Common Stock”) of Frawley Corporation, a Delaware corporation (the
“Company”). The principal executive offices of the Company are located at
5737 Kanan Road, PMB 188, Agoura Hills, CA 91301.
|
|
|
Item
2.
|
Identity
and Background
|
|
|
|
This
statement is being filed by Michael P. Frawley. Mr. Frawley is
currently employed by Frawley Corporation, located at 5737 Kanan
Rd.,
#188, Agoura Hills, CA 91301. Mr. Frawley is a citizen of the United
States.
|
|
|
|
During
the last five years, Michael P. Frawley has not been convicted in
a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
During
the last five years, Michael P. Frawley has not been a party to a
civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment,
decree
or final order enjoining future violations of, or prohibiting or
mandating
activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
|
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
|
|
|
The
source of Mr. Frawley’s consideration for his purchase of the Company’s
Common Stock was personal funds. Mr. Frawley purchased 81,318 shares
of
the Company’s Common Stock for $.20 per share. Mr. Frawley was the
beneficiary of 52,365 shares that were distributed to him from the
trust
of his deceased parents on October 3, 2003.
|
|
|
Item
4.
|
Purpose
of Transaction
|
|
|
|
Michael
P. Frawley acquired the securities of the Company for investment
purposes.
The Company was delisted from the Pacific Stock Exchange in 1992
and is
currently traded on the Pink Sheets. As Chief Executive Officer and
one of
the largest stockholders of the Company, Mr. Frawley intends to exercise
control over the affairs of the Company.
Mr.
Frawley will continue to evaluate his ownership and voting position
in the
Company and may consider the following future courses of action:
(i)
continuing to hold the Common Stock for investment; (ii) disposing
of all
or a portion of the Common Stock in open market sales or in
privately-negotiated transactions; or (iii) acquiring additional
shares of
Common Stock in open market or in privately-negotiated transactions.
Mr.
Frawley has not yet determined which of the courses of actions specified
in this paragraph he may ultimately take, although Mr. Frawley has
no
present intent to dispose of any of the acquired securities of the
Company.
Mr.
Frawley will continue to evaluate whether it is in the best interest
of
the Company to sell or transfer a material amount of assets of the
Company
or any of its subsidiaries in the ordinary course of business. Except
as
set forth herein, Mr. Frawley has no present intent or proposals
that
relate to or would result in: (i) the acquisition by any person of
additional securities of the Company, or the disposition of securities
of
the Company; (ii) an extraordinary corporate transaction, such as
a
merger, reorganization or liquidation, involving the Company or any
of its
subsidiaries; (iii) any change in the present Board of Directors
or
management of the Company, including any plans or proposals to change
the
number or term of Directors or to fill any vacancies on the Board;
(iv)
any material change in the present capitalization or dividend policy
of
the Company; (v) any other material change in the Company’s business or
corporate structure; (vi) changes in the Company’s charter, bylaws or
instruments corresponding thereto or actions which may impede the
acquisition of control of the Company by any person; (vii) a class
of
equity securities of the Company becoming eligible for termination
of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or (viii) any action similar to those enumerated
above.
Mr.
Frawley reserves the right to determine in the future whether to
change
the purpose or purposes described above or whether to adopt plans
or
proposals of the type specified
above.
|
|
|
Item 5.
|
Interest
in Securities of the Issuer
|
|
|
(a)
Michael P. Frawley is the beneficial owner of an aggregate of 133,683
shares of Common Stock, representing approximately 10.9% of the total
issued and outstanding shares of Common Stock of the Company.
(b)
Michael P. Frawley has the sole power to vote or to direct the vote,
and
sole power to dispose or direct the disposition of 133,683 shares
of
Common Stock beneficially owned by Mr. Frawley.
(c)
Michael P. Frawley has not effected any transactions in the Common
Stock
of the Company in the past 60 days.
(d)
To the knowledge of Michael P. Frawley, no other person is known
to have
the right to receive or the power to direct the receipt of dividends
from,
or the proceeds from the sale of the shares.
(e)
Not applicable.
|
||
|
Item
6.
|
Contracts,
Arrangements, Undertakings or Relationships with Respect to Securities
of
the Issuer
|
|
|
|
None.
|
|
|
Item
7.
|
Material
to be Filed as Exhibits
|
|
|
|
Not
applicable.
|
|
| |
|
|
|
Date:
February 28, 2007
|
By: | /s/ Michael P. Frawley |
|
Michael P. Frawley |
||