Heavy and Civil Engineering Construction subsection Investment Opportunities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Press release: March 7, 2019

 

GHS Govans Construction, a California Benefit Corporation (the “Corporation”), hereby approves and adopts the following resolutions by this written consent to join alliances with the local 3 operating engineers, the largest International Union of Operating Engineers (IUOE) construction trades local in the U.S., representing over 35,000 members across four-state jurisdiction of California, Hawaii, Nevada and Utah.

 

From underground engineering, heavy equipment operators and mechanics, to surveyors, construction inspectors, highway maintenance infrastructures.  

 

We are pleased to welcome our  Heavy and Civil Engineering Construction subsector Vice President, Chief Engineering Officer Melchizedek Abdelaziz to the GHS family. Melchizedek has been an Engineering (RME) since 1976 and brings over 42 years of work experience history to our designers, engineers and builders team.

 

GHS Govans Construction construction safe harbor language These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, circumstances, activities, performance, outcomes and results.

 

Actual results could differ materially from the statements made today. Please refer to GHS most recent SEC Regulation D and filings April 6, 2018 for a more complete description of risk factors that could affect these projections and assumptions. The company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise.

 

Subsector focuses-  Underground engineering, building/ repairing sewers, roads, highways, bridges, tunnels, and other large government and city project

 

 

 

Heavy and Civil Engineering Construction subsection Investment Opportunities

 

 

GHS Govan's Construction General Contractor, a California C- Corporation is offering 200,000,000 shares of Series A Common Shares ("SACS") $0.01 per share and 50,000,000 shares of Series B Preferred Shares ("SBPS") $1.00 per share

 

Minimum Investment: Common Stocks (200,000,000) shares or $2,000,000

Preferred (50,000) shares or $50,000,000

 

 

 

This Private Offering Memorandum ("POM"), including the cover page and all exhibits attached hereto, is being furnished by GHS Govan’s Construction, a California Corporation (the “Company,” as well as references to “we,” “us,” or “our”), to prospective investors for the sole purpose of providing certain information about a potential investment in Series A  Common Shares ("SACS") and Series B Preferred Shares ("SBPS") of the Company (the “Securities”). Purchasers of Securities are sometimes referred to herein as “Purchasers.” The Company intends to raise at least $5,000,000 and up to $ 50,000,000 from Purchasers in the offering of Securities described in this POM and Form D (this “Offering”). The minimum amount of securities that can be purchased is 50,000 shares or $500 per Purchaser (which may be waived by the Company, in its sole and absolute discretion). The offer made hereby is subject to modification, prior sale and withdrawal at any time.

 

The rights and obligations of the holders of Securities of the Company are set forth below in the section entitled “The Offering and the Securities”. In order to purchase Securities, a prospective investor must complete and execute a Subscription Agreement. Purchases or “Subscriptions” may be accepted or rejected by the Company, in its sole and absolute discretion. The Company has the right to cancel or rescind its offer to sell the Securities at any time and for any reason.

 

 

You are invited to join our company ground floor ("SAFE") Agreement ("Simple Agreement For Equity") as a stakeholder. GHS Construction Union Company filed Regulation D 506 (c) with the "SEC" Security Exchange Commission April 6, 2018 to raise capital for public works projects and increase our bonding and financial capacity to 20 million aggregate. Furthermore we plan to offer employee stock option plan ("ESOP") and will commit 2% of our private equity construction fund to promoters / estimators as collaborators/stakeholders as a profit sharing compensation package to our partners assisting us in acquiring investors, vetting experienced estimators and securing Public Works Contracts, RFP's and Maintenance Contracts. 

 

GHS Form D filings

 

CIK No. 0001701712

 

SEC File No. 021-309516

 

https://www.sec.gov/Archives/edgar/data/1701712/000170171218000002/xslFormDX01/primary_doc.xml

 

 

 

Investors Relations 

GHS Heavy and Civil Engineering Construction subsector Investment Opportunities

http://mkgenterprisescorp-funders.com/projects/ghs-heavy-and-civil-engineering-construction-subsector-minority-investment-opportunities/

 

 

 

Investor Verify Yourself

 

https://verifyinvestor.com/signup?t=investor

 

 

 

NOTICE TO ALL INVESTORS

 

 

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

 

In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.

 

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

 

 

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.

 

 

THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE RISK FACTORS AS SET FORTH BELOW IN THIS POM AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.

 

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF CALIFORNIA, OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506 PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.
 

To receive a prospectus contact us at (559) 825-1740 or email ghsgovansconstruction@bitrix24.com

 

We have seen a boom in the public works sectors in 2018 totaling 1.9 billion in contracting projects that GHS Govans Construction intends to capitalize on and we are rapidly expanding our design/build team of  estimators to deliver faster bid proposals, project management, construction ERP cloud takeoff software, Our mission is to provide Apprenticeship training and Journey level re-training to the following UBC crafts:

 

Heavy and Civil Engineering Construction

 

 

Underground Engineering

Heavy Equipment Operators

Mechanics

Surveyors

Construction Inspectors

Highway Maintenance

Bridges, tunnels, and other large government and city project

 

Carpentry Trade Categories

 

Public works projects
Carpentry Rough
Carpentry Finish
Stairs and Railings
Rough and Final Clean
Concrete
Scaffold erectors
Carpentry
PV Solar installation
Solar design and Grid System Builds
Acoustical Installers
Drywall/Lathers
Hardwood Floor layers
Insulators
Millmen & Cabinet Makers
Millwrights
Pile Drivers
Scaffold Erectors
Shinglers
Construction Management
Commercial/ Residential remodeling
Skilled labor
Apprentice training

 

The company is signatory to several unions including the 46 Northern California Counties Carpenters Union

 

The U.S. installed 2,387 megawatts (MW) of solar PV in Q2 2017 to reach 47.1 gigawatts (GW) of total installed capacity, enough to power 9.1 million American homes. This represents an 8% increase over the same quarter last year, and the industry is poised to install more than 12 GW of solar capacity before the end of 2017.

The U.S. solar market continued its years-long expansion in the second quarter of 2017 as the industry installed 2,387 megawatts (MW) of solar photovoltaics (PV), the largest total in a second quarter to date. This tops Q1’s total and represents an 8 percent year-over-year gain, GTM Research and the Solar Energy Industries Association (SEIA) said in the latest U.S. Solar Market Insight Report.



Source cited: https://www.seia.org/us-solar-market-insight

Solar as an Economic Engine

Nearly 260,000 Americans work in solar - more than double the number in 2012 - at more than 9,000 companies in every U.S. state

The U.S Solar Industry is a 50 State Market

While California has traditionally dominated the U.S. solar market - with 35% market share in 2016 - other markets are continuing to expand, including Minnesota, Utah, Florida and Texas. As the price of solar continues to fall, new markets will grab an increasingly large share of the market.

U.S. Solar Market Through Q1 2017: Key Takeaways

2,387 MW installed in Q1 2017
Largest Q1 in history
Up 8% from last quarter and 12% from last year
Over 47 GW of total solar capacity now installed
Average Annual Growth Rate of 68% over last 10 years
Generates enough electricity to power 9.1 million homes
Solar accounted for 22% of all new capacity installed in 1H 2017
Second to only Natural Gas
Builds upon strong 2016 in which Solar accounted for 39% of all new capacity, ranking 1st
Solar prices dropped 19% over the last 12 months
Prices have dropped 55% over last 5 years
27 states expected to be at grid parity for residential by end of 2017 (only 12 in 2014)
Utility-scale PPAs now signed at $28 - $45 per MWh
There are now more than 1.5 million solar installations in the U.S.
After reaching 1 million in 2016, 2 million should be hit in 2018 and 4 million by 2022
Solar's Share of New Capacity has Grown Rapidly

In 2016, Solar installed 39% of all new electric generating capacity, topping all other technologies for the first time. Solar’s increasing competitiveness against other technologies has allowed it to quickly increase its share of total U.S. electrical generation- from just 0.1% in 2010 to 1.4% today. By 2020 solar should surpass 3% of total generation is expected to hit 5% by 2022.

 

GHS is currently recruiting for Estimator/Project Manager to join our team of professionals. We provide a fast paced, challenging environment where you can make a difference.

 

We are looking for an experience estimator who is motivated and has the ability to handle multiple projects. Ideal candidate will have the ability to evaluate the project goals and find solutions to maximize our ability to be awarded the jobs. This person will play an integral part of the organization and will help maximize profitability.

 

GHS Regulation A Offering

GHS Govans Construction intends to use Regulation A Tier 2 Capital Offering to raise up to $50,000,000 million

 

Our crowdfunding equity goal is to meet the qualification to become listed on the OTCQX, OTCQB or Pink Sheets Markets. With the option to file a Regulation A+ (Reg A+) is an alternative to a traditional IPO, which makes it easier for smaller, early-stage companies to access capital that will allow us to become DTC Eligibility means that our company’s securities are able to be deposited through DTC. The Depository Trust & Clearing Corporation is the largest securities depository in the world and holds over thirty-five trillion dollars worth of securities on deposit.

 

Transferring of shareholder ownership
Restriction removals
Lost certificates replacements
Online proxy voting
Dispersing dividends and other payments
Mailing of shareholder materials

Authorized stocks issuance 250,000,000

•Participate in underground engineering, heavy equipment operators and mechanics, to surveyors, construction inspectors, highway maintenance infrastructure.

 

What is 'Regulation A'

Regulation A is exemption from registration requirements – instituted by the Securities Act – that apply to public offerings of securities that do not exceed $5 million in any one-year period. Companies utilizing the Regulation A exemption must still file offering statements with the Securities and Exchange Commission (SEC), however, the companies utilizing the exemption are given distinct advantages over companies that must fully register. The issuer of a Regulation A offering must give buyers documentation with the issue, similar to the prospectus of a registered offering.

 

BREAKING DOWN 'Regulation A'

Typically, the advantages offered by Regulation A offerings make up for the stringent documentation requirement. Among the advantages provided by the exemption are more streamlined financial statements without audit obligations, three possible format choices to use to arrange the offering circular, and no requirement to provide Exchange Act reports until the company has more than 500 shareholders and $10 million in assets.

 

What Investors Need to Know

Updates to Regulation A in 2015 allow companies to generate income under two different tiers. It is essential for investors interested in purchasing securities being sold by companies utilizing Regulation A to understand what tier the offering is being provided under. Every company is now required to indicate the tier its offering is conducted under on the front of its disclosure document, or offering circular. This is important because the two tiers represent two different types of investments. All offerings under Regulation A are subject to state and federal jurisdiction.

 

Tier 1

Under this tier, a company is permitted to offer a maximum of $20 million in any one-year period. Under this tier, the issuing company must also provide an offering circular, which must be filed with the Securities and Exchange Commission (SEC) and is subject to a vetting process by the commission and securities regulators in the individual states relevant to the offering.

Companies issuing offerings under tier 1 are not required to produce reports continually; they are only required to issue a report on the final status of the offering.

 

The Tier 1 leverage ratio is the relationship between a banking organization's core capital and its total assets. The Tier 1 leverage ratio is calculated by dividing Tier 1 capital by a bank's average total consolidated assets and certain off-balance sheet exposures. Similarly to the Tier 1 capital ratio, the Tier 1 leverage ratio is used as a tool by central monetary authorities to ensure the capital adequacy of banks and to place constraints on the degree to which a financial company can leverage its capital base.

 

BREAKING DOWN 'Tier 1 Leverage Ratio'

The Tier 1 leverage ratio was introduced by Basel III, which is an international regulatory banking accord proposed by the Basel Committee on Banking Supervision in 2009. The ratio uses Tier 1 capital to judge how leveraged a bank is in relation to its consolidated assets. The higher the Tier 1 leverage ratio is, the higher the likelihood is of the bank withstanding negative shocks to its balance sheet.

 

Calculation of Tier 1 Leverage Ratio

The Tier 1 capital, which shows up in the numerator of the leverage ratio, represents a bank's common equity, retained earnings, reserves and certain instruments with discretionary dividends and no maturity. Tier 1 capital is the core capital of a bank according to Basel III and consists of the most subordinated capital that absorbs losses first during financial stress. The denominator in the Tier 1 leverage ratio is a bank's total exposures, which include its consolidated assets, derivative exposure and certain off-balance sheet exposures. Basel III required banks to include off-balance sheet exposures, such as commitments to provide loans to third parties, standby letters of credit, acceptances and trade letters of credit.

 

Tier 1 Leverage Ratio Requirements

Basel III established a 3% minimum requirement for the Tier 1 leverage ratio, while it left open the possibility of making the threshold even higher for certain systematically important financial institutions. In 2014, the Federal Reserve, the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) released regulatory capital rules that imposed higher leverage ratios for banks of certain sizes effective as of Jan. 1, 2018. Bank holding companies with more than $700 billion in consolidated total assets or more than $10 trillion in assets under management must maintain an additional 2% buffer, making their minimum Tier 1 leverage ratios 5%. In addition, if an insured depository institution is being covered by corrective action framework, meaning it demonstrated capital deficiencies in the past, it must demonstrate at least a 6% Tier 1 leverage ratio to be considered well capitalized.

Read more: Regulation A Definition | Investopedia http://www.investopedia.com/terms/r/regulationa.asp#ixzz4c0RSOgWX 
 

 

Tier 2

There are some significant differences for securities offered under this tier. Companies can offer up to $50 million in any one-year period. While an offering circular is required and is subject to review and vetting by the SEC, it does not have to be qualified by any state securities regulators. Also, companies offering securities under this tier must produce continual reports on the offering, including its final status.

Tier 2 capital is the secondary component of bank capital, in addition to Tier 1 capital, that makes up a bank's required reserves. Tier 2 capital is designated as supplementary capital, and is composed of items such as revaluation reserves, undisclosed reserves, hybrid instruments and subordinated term debt. In the calculation of a bank's reserve requirements, Tier 2 capital is considered less secure than Tier 1 capital, and in the United States, the overall bank capital requirement is partially based on the weighted risk of a bank's assets.

 

BREAKING DOWN 'Tier 2 Capital'

Laws governing bank capital requirements stem from the international Basel Accords, a set of recommendations from the Basel Committee on Bank Supervision. Under the Basel Accords, a bank's capital is divided into Tier 1 core capital and Tier 2 supplementary capital. The minimum capital ratio reserve requirement for a bank is set at 8%, 6% of which must be provided by Tier 1 capital. A bank's capital ratio is calculated by dividing the bank's capital by its total risk-based assets.

 

Tier 2 capital is considered less reliable than Tier 1 capital because it is more difficult to accurately calculate and composed of assets that are more difficult to liquidate. It is commonly split into two levels: upper and lower. Upper level Tier 2 capital has the characteristics of being perpetual, and senior to preferred capital and equity. It also has cumulative, deferrable coupons and interest and principal that can be written down. Lower level Tier 2 capital is characterized by being inexpensive for a bank to issue, having coupons that are not deferrable without triggering default, and includes subordinated debt with a minimum five-year maturity.

 

The Components of Tier 2 Capital

The first component of Tier 2 capital is revaluation reserves, which are reserves created by the revaluation of an asset. A typical revaluation reserve is a building owned by the bank. Over time, the value of the real estate asset tends to increase and can thus be revalued.

 

The second component is general provisions. These are losses a bank may have of an as yet undetermined amount. The total general provision amount allowed is 1.25% of the bank's risk-weighted assets (RWA).

 

The third element is hybrid capital instruments that have mixed characteristics of both debt and equity instruments. Preferred stock is an example of hybrid instruments. A bank may include hybrid instruments in its Tier 2 capital as long as the assets are sufficiently similar to equity so losses can be taken on the face value of the instrument without triggering liquidation of the bank.

 

The final component of Tier 2 capital under U.S. regulations is subordinated term debt with a minimum original term of five years or more. The debt is subordinated in regard to ordinary bank depositors and other loans and securities that constitute higher-ranking senior debt.

Most countries, including the United States, do not allow undisclosed reserves, which are profits not stated in a bank's reserve, to be used to meet reserve requirements.

Read more: Regulation A Definition | Investopedia http://www.investopedia.com/terms/r/regulationa.asp#ixzz4c0RmdeVC 

Read more: Regulation A Definition | Investopedia http://www.investopedia.com/terms/r/regulationa.asp#ixzz4c0PYZDim