SHOLODGE, INC. ACQUIRES INTERESTS IN REAL ESTATE DEVELOPMENTS
Effective July 3, 2006 ShoLodge, Inc. (the “Company”) has successfully acquired all of the ownership interests of various companies previously owned by Leon Moore, Chairman and Chief Executive Officer of the Company, and related parties involved in the ownership and development of Fairvue, Foxland, Green/Little and Indian Ridge developments in Sumner County, Tennessee. The Company’s subsidiary, Moore & Associates, Inc., has previously been engaged in construction and development activities with these developments. The companies were acquired in exchange for the issuance of 2,771,333 shares of the Company’s common stock, resulting in Mr. Moore owning 80% of the Company.
The acquisition of the development entities affords the Company the opportunity to generate earnings from ongoing development operations and to offset earnings with tax loss carry forwards presently held by the Company. This will permit the Company to take advantage of existing deferred tax assets currently valued at zero on the Company’s financial statements due to the uncertainty of future earnings from existing Company operations. In addition, the transaction will eliminate future conflicts of interest that arise in connection with a subsidiary of the Company providing construction and development services to a related party.
Under applicable generally accepted accounting principles, the Company will experience a reduction in net book value per share as a result of the transaction, because generally accepted accounting principles do not allow the recording of goodwill associated with a related party transaction.