Asberry 22 Holdings Inc (ASHI)

[bernardsamuel]

Dear Posters, I thought that it might shed some light on the debate now going on here if we were to read the Tympenex covenants, the link to which is below:

http://www.sec.gov/Archives/edgar/data/1515718/000151116414000630/form8k110414debtfinancingv3.htm

I'm not so good at this anymore in my old age, but it does appear to me that the Tympenex conversion price is set at ten cents and that the principal of the loan is $1.6 million. If I have done the math correctly, 16 million shares at ten cents each multiplies out to 1.6 million dollars. Therefore, sixteen million shares would need to be available in the authorized but unissued stock to take care of this need. Yet, before the Board increased the Authorized Shares, there were already far more than enough unauthorized shares available to handle the covenanted requirements of the loan (I'm working from memory here, but hasn't the company authorized something like 140 million shares yet issued so far only 68 million shares?).

The other purpose of increasing the Authorized Shares was to allow for an executive incentive bonus system. If I remember back to the September 10K filing, Kyle was being paid only $48,000 per year. So I can certainly see the wisdom of an incentive bonus program, though again I'm at a loss to figure out why the company foresaw the need to add almost 900 million authorized shares.

Nothing in this post should be taken as bashing the company or bashing any poster on this board (I have enormous respect for unemotional holders during this tempestuous time, just as I similarly respect the logic of the bears). I just thought that adding what I believe to be facts - and if I'm wrong, I apologize and deserve the rebuke I will receive - might help wiser people than I to add to the value of what they're placing on this board.

Personally, I think the company has substantial explaining to do, but I think that they might be able to do that explaining in the end. Time will tell, and the upcoming earnings release will bring a lot to the table, though management will need to opine whether this industry has a "holiday selling season" such that this particular quarter might not be a valid guide to what will follow in the final two fiscal quarters of their June 30 year.