UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 2006
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
State of Minnesota 24003 41-1848181
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
30 East 7th Street, Suite 1300, St. Paul, Minnesota, 55101
(Address of Principal Executive Offices)
(651) 227-7333
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 6, 2006, the Partnership sold a Children's
World daycare center in Abingdon, Maryland to an unrelated third
party. The Partnership received net cash proceeds of
approximately $1,458,500 for the property, which resulted in a
net gain of approximately $650,000.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired - Not
Applicable.
(b) Pro forma financial information - A limited number of
pro forma adjustments are required to illustrate the
effects of the transaction on the balance sheet and
income statement. The following narrative description
is furnished in lieu of the pro forma statements.
Assuming the Partnership had sold the property on
January 1, 2005:
The Partnership's Investments in Real Estate would have
been reduced by $867,640 and its Current Assets (cash)
would have increased by $1,458,500 and Partner's
Capital would have increased by $590,860.
For the year ended December 31, 2005, Income from
Continuing Operations would have decreased $63,905,
representing a decrease in rental income of $100,845, a
decrease in depreciation expense of $33,734 and a
decrease in property management expenses of $3,206.
For the nine months ended September 30, 2006, Loss from
Discontinued Operations would have increased $44,860,
representing a decrease in rental income of $75,634, a
decrease in depreciation expense of $25,299 and a
decrease in property management expenses of $5,475.
The net effect of these pro forma adjustments would
have caused Net Income to decrease from $710,376 to
$646,471 and $158,426 to $113,566, which would have
resulted in Net Income of $38.86 and $4.86 per Limited
Partnership Unit outstanding for the year ended
December 31, 2005 and the nine months ended September
30, 2006, respectively.
(c) Shell company transactions - Not Applicable.
(d) Exhibits.
Exhibit 10.1 - Purchase Agreement dated November 5,
2006 between the Partnership and the VanderMeer Family
Trust relating to the Property at 3325 Trellis Lane,
Abingdon, Maryland (incorporated by reference to
Exhibit 10.5 of Form 10-QSB filed November 9, 2006).
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.
AEI INCOME & GROWTH FUND XXII
LIMITED PARTNERSHIP
By: AEI Fund Management XXI, Inc.
Its: Managing General Partner
Date: December 8, 2006 /s/ Patrick W Keene
By: Patrick W. Keene
Its: Chief Financial Officer