E.S. Modular Systems’ objective is to develop an automated assembly line production of disaster relief housing made from repurposed intermodal shipping containers.
Statement of Purpose for:
E.S. Modular Systems, LLC (904) 607-4589 (East Coast); (949) 422-1238 (West Coast)
E. S. Modular Systems (ESM) was established to provide FEMA emergency shelter housing and specialty DOD units throughout the United States and abroad under global US Government Treaty's. E.S. Modular Systems and its wholly owned subsidiaries are located at 1301 Wood Hill Place, Jacksonville, Florida, 32256.
E. S. Modular Systems is a Federally Approved contractor/vendor under the SAM government small business set aside program under established NAICS codes for contracts up to $32,700,000 and intends to solidify and become a Limited Source Contractor/Vendor for numerous US Government Agencies. We are finalizing numerous relationships with FEMA, DHS, VA, DOD, DOE. www.emergency-sheltersgov.com.
Prior to the commencement of production ESM will contract with one of multiple U.S. government agencies, including Department of Defense, Department of Homeland Security, Department of Energy, etc. All potential purchaser counter-parties are backed by the full faith and credit of the United States Government and its AAA rating. Thus, underwriting bad credit reserves are not a consideration for ESM.
ESM has developed its operations under ISO 9000 TQM standards for its Modular and Component Operations. ESM has applied for 5 patents for its proprietary designs and AI technologies for the emergency shelters and other specialty structures.
Community Resilience Artificial Intelligence Program (CRAIP) system:
Through the development and integration of our proprietary AI Software System, our cutting-edge lifesaving, hardwired and cloud-based technologies, will develop a pioneering habitat innovation program that brings the human element into real time with our proprietary patent pending shelter providing valuable data in managing disaster relief settings within our Community Resilience Programs.
Encrypted medical data is generated and provided to medical technicians and selected first responders who are endeavoring to protect the health and well-being of disaster victims.
E. S. Modular Systems seeking two federal grants within the NIST/SBIR Program. These programs are congressionally mandated to provide grant funding to companies up to $1.5 million dollars to develop cutting edge technology programs that can assist Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR). We are currently going through this process.
The diversity of emergency shelter modular styles, marketing strategy, and management vision will allow rapid market penetration and sustained market growth. ESM, through management (TQM) and other high tech manufacturing processes will establish ESM as the leader in manufactured ISO 9000 Intermodal Cargo Container Emergency Shelter type units.
We are engaged with a design and engineering firm for the development of the manufacturing facility.
Through its Strategic Partners (ie) Crowley Maritime Logistics, Hughes/Net Satellite, Volta Power Systems and others being vetted we will have all US needs identified as well as positioned for disaster global outreach. It is our intent to use Military and other government resources where practical.
ESM will be able to supply its shelters/specialty units with exceptional JIT efficiencies from a preapproved Strategic Source engagement. This expedience is solely due to the utilization of state of the art manufacturing processes that reduce waste and labor deficiencies generally associated with conventional building methods. Our high production output from our manufacturing facilities along with our exceptional strategic logistics partners places ESM at the forefront of providing our first responders with all the necessary command centers, special purpose structures as well as the required emergency shelters for disaster victims.
Our labor force will be seasoned members, however E.S. Modular will place strong emphasis on hiring military veterans including disabled. We will also create a Vo-Technical accredited training program targeted at the different trades needed in this Modular Building environment. ESM current management has over 46 years experience in the design, development of Modular and Component manufacturing. All key management through operations have been identified and are ready to commit to joining the ESM team upon receiving the necessary capital infusion.
E.S. Modular Systems has qualified to receive numerous Federal Grants through a program identified as NIST/SBIR Program. Each government agency ESM is in contact qualifies under this program whereby ESM can receive numerous grant funding specific to that agency. These funds that are awarded to ESM come as a non recourse grant that does not need repaid.
Disasters natural and man-made where people cannot survive in a non-sustainable environment due to catastrophic events
Numerous US Government agencies like FEMA, VA, DOE, DOD, HUD as well as global governments that operate under a treaty with our government
Roughly 25,000 units per year using our automated manufacturing process.
ISO 900X, Supply Chain Artificial Intelligence and proprietary software solutions
On government contracts no other company can manufacture and deliver high production output in a modular type of building than E. S. Modular Systems.
Through proprietary Smart Grid Technology
Our shelters and engineered from repurposed intermodal cargo container that are rated up to 175 MPH winds
Our Off-Grid units are designed and engineered with a patented process that enables our Off-Grid units to be self-sufficient up to 6 months
We are a total turn-key logistics provider of disaster relief structures and we provide all services to maintain and care for the unit and occupants.
Yes unlike the travel trailers FEMA currently uses our units are completely repurposed and sanitized before re-deployed
We are a manufacturer that only specializes in specifically engineered and designed shelters in the USA that exceed the most rigid standards a disaster shelter can exist.
For as long as natural and man made disaster continue to plague us.
Our long term goals is to be able to provide shelters globally in markets where humanitarian needs for housing is in a crisis and to provide these shelters without little to no financial burden to all families in need.
CERTAIN RISK FACTORS
An investment in ESM is highly speculative and involves significant risks. The Securities should not be purchased by anyone who cannot afford to risk the entire loss of his investment.Given the current stage of the Company’s development, there can be no assurance that an investor will ever realize the return of, or a return on, his investment.Prospective investors should consider these risks, including the following:
Risks Related to Forecasted Financial Statements and Projections; Forward Looking Statements
The statements and projections made by the Company are based on a number of assumptions and estimates concerning facts and events over which neither the Company nor its management will have control, and which, if they change, could produce results significantly different from those set forth in the forecasted financial statements and projections.These assumptions are based upon an estimate of the timing and success of our future sales efforts, acceptance of our products and services, our ability to gain consumer acceptance of our products, proper and timely construction and sale of our homes, expenditures for operating expenses, gross profit margins and general industry conditions. These forecasts and projections were not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, any regulatory agency or professional body or generally accepted accounting principles nor has any independent expert reviewed those forecasts or projections.Accordingly, these forecasts and projections may not and should not be relied upon to indicate the actual results to be obtained.ALTHOUGH THE COMPANY AND ITS MANAGEMENT BELIEVE THE ASSUMPTIONS UNDERLYING THE STATEMENTS AND PROJECTIONS CONTAINED IN THIS INFORMATION STATEMENT TO BE REASONABLE, FUTURE RESULTS ARE IMPOSSIBLE TO PREDICT WITH CERTAINTY AND NO REPRESENTATION OR WARRANTY OF ANY KIND IS MADE BY THE COMPANY OR ITS MANAGEMENT OR OFFICERS OR BY ANY OTHER PERSON, RESPECTING THOSE STATEMENTS AND PROJECTIONS OR THE UNDERLYING ASSUMPTIONS.PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN ADVISORS WITH RESPECT TO THOSE STATEMENTS AND PROJECTIONS AND THE ASSUMPTIONS UPON WHICH THEY ARE PREDICATED.
This Information Statement contains forward-looking statements, including statements regarding, among other items, (i) the realization of the Company’s business strategy and the costs associated therewith, (ii) the sufficiency of cash flow to fund the Company’s working capital needs, and (iii) anticipated trends in the West African homebuilding market.Forward-looking statements are typically identified by the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “will” and similar expressions. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control.Actual results could differ materially from those contemplated by these forward-looking statements as a result.In light of such risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking information contained in this Information Statement will in fact transpire.Prospective investors are cautioned not to place undue reliance on these forward-looking statements.The Company does not undertake any obligation to update or revise any forward-looking statements.
No Operating History
The Company is beginning it’s research and development phase of a prototype unit designed to specifications set forth by various government agencies and their requirements for off and on-grid disaster housing for both first responders and victims.There can be no assurance that we will procure government sales, or any sales at all.The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development, particularly companies in new and rapidly evolving markets, especially government contracts.We may not be successful in attaining the objectives necessary for us to overcome these risks and uncertainties.
Lack of Liquidity and Transfer Restrictions
The Securities, when issued, will not have not been registered under the Securities Act or any state securities laws and are “restricted securities” as that term is defined in Rule 144 under the Securities Act.As restricted securities, the Securities may not be resold unless they are qualifiedly registered under the Securities Act and applicable state securities laws or exemptions from such laws exist.We have no obligation to register the Securities.There is no market for any of our securities, and there can be no assurance that the purchasers of the Securities will be able to resell the Securities at any particular time or price.Even if we are successful, because of these legal restrictions and the lack of a market, an investor may not be able to sell his Securities at a price sufficient to provide a return on the investment in the Securities that is favorable in comparison with other investments, or at any price whatsoever.Therefore, the investor must be prepared to bear the economic risk of his investment for an indefinite period of time.
Any statement regarding “exit strategies” for investors in the Company should be considered speculative.We have no definite plans for an acquisition, initial public offering or any other means of providing liquidity.
Requirement for Additional Financing
The net proceeds realized by the Company from this Offering will be primarily used fully develop a prototype unit and to build a fully-automated manufacturing facility to assemble the units.There is no assurance that sufficient funds will be obtained in this Offering to finance these proposed goals and there is no guarantee that any future equity offerings will be successful.If the Company is not successful in acquiring sufficient funds to expand its operations into new markets, it may be forced to seek capital from other sources to expand.There is no assurance that we will be able to obtain such financing or that we can obtain financing on sufficiently favorable terms.
Our cash requirements may vary materially from those now planned because of results of general market and economic conditions, currency exchange rates, capital controls, relationships with possible strategic partners, changes in the focus and direction of our marketing programs, changes in the market for manufacturing costs, and other factors.In any event, there can be no assurance that we will not require additional financing in the near future, that we will be able to obtain additional financing if and as required, or as to the terms of any such financing as may be available to us.
Continuing Control by Our Founders
In the absence of a Change of Control, control of the Company will remain with our founders Curt Geisler, Douglas Thompson, and Dale Gassman.The Company’s Certificate of Organization does not provide for cumulative voting, and Members other than Messrs. Geisler, Thompson, and Gassman generally do not have the right to vote on any matter involving the Company.Consequently, Messrs. Geisler, Thompson, and Gassman will be able to control the outcome of all votes of the members of the Company, including the election of managers and, thereby, the direction of our business and affairs.The founders will also control the outcome of all board of manager and member votes on amendments to our Certificate of Organization, and consequently will be able to authorize additional Units with terms which may adversely affect the holders of the Units.
Unanimity among Messrs. Geisler, Thompson, and Gassman is required for the Company to take actions in several circumstances. This requirement for unanimity may prevent the Company from taking quick action or any action in cases where action would be beneficial.Certain Factors Affecting our Success are Outside of our Control.
Management of Potential Growth
For us to succeed, we need to experience significant expansion. There can be no assurance that we will achieve this expansion.This expansion, if accomplished, may place a significant strain on our management, operational and financial resources.To manage any material growth, we will be required to implement operational and financial systems, procedures and controls.We also will be required to expand our finance, administrative and operations staff.Further, we may be required to enter into relationships with various strategic partners and other third parties necessary to our business. There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations at any increased level, that management will be able to hire, train, retain, motivate and manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities. Our failure to manage growth effectively could have a material adverse effect on our business, results of operations and financial condition.
Dependence on Key Personnel and Ability to Attract and Retain New Personnel
Our success depends, to a large part, upon the continued efforts of Messrs. Geisler, Thompson, and Gassman and those who report directly to them.The loss of services of any of these individuals may have a materially adverse effect upon our business. The Company does not have key-man life insurance on the life of any of its officers, directors, or key staff and contractors including Messrs. Geisler, Thompson, and Gassman.No person should purchase the Securities unless they are willing to entrust all aspects of the Company’s management to its present managers and officers or their successors.Achievement of our goals will require us to retain highly skilled and qualified personnel in technical, marketing and finance areas.There is strong competition for these highly skilled people and there is no assurance that we will be able to hire and retain people with the high skill level we desire.Our failure to attract and retain necessary personnel could have a material adverse effect on our achievement of our business plan.We do not have agreements restricting the activities of our officers or employees after termination of their employment with us.