10-Q 1 hti10q33114.htm HALL TEES. INC.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from ___________ to ____________.

Commission File Number 333-150829

HALL TEES, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	26-0875401
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

7405 Armstrong, Rowlett, Texas 75088

(Address of principal executive offices)

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:. Yes [X] No [ ].

Indicate by check mark whether the Registrant is a large accredited filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accredited filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

	Large Accredited Filer [ ]		Accelerated Filer [ ]

	Non-Accredited Filer [ ]		Smaller Reporting Company [X]

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes [ ] No [X].

Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS325.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files), Yes [ ] No [X]

As of May 14, 2014, there were 7,755,400 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS

	PART I FINANCIAL STATEMENTS

Item 1	Financial Statements (Unaudited)	3

Item 2	Management's Discussion and Analysis or Plan of Operation	11

Item 3	Quantitative and Qualitative Disclosures about Market Risk	13

Item 4	Controls and Procedures	13

	PART II OTHER INFORMATION

Item 5	Mine Safety Disclosures	14

Item 6	Exhibits and Reports on Form 8-K	14

HALL TEES, INC.

Condensed Consolidated Balance Sheets

March 31, 2014 and December 31, 2013

	2014 (Unaudited)			2013 (Audited)
ASSETS
Current Assets
Cash and Cash Equivalents	$	36,218		$	47,298

Accounts Receivable, Net of Allowance for Doubtful Accounts of $0 and $0		1,457			47
Total Current Assets		37,675			47,345


Fixed Assets, Net of Accumulated Depreciation of $94,359 and $90,518		15,608			19,449

Other assets		0			108

TOTAL ASSETS	$	53,283		$	66,902

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	10,850		$	10,850
Accrued Expenses		37,674			35,011
Amounts due to Shareholder		49,643			49,643

Total Current Liabilities		98,167			95,504

Total Liabilities		98,167			95,504

Stockholders' Equity
Preferred Stock, $.001 par value, 25,000,000 shares authorized,
0 and 0 shares issued and outstanding		0			0
Common Stock, $.001 par value, 50,000,000 shares authorized,
7,755,400 and 7,755,400 shares issued and outstanding		7,755			7,755
Additional Paid-In Capital		389,945			389,945
Accumulated Deficit		(442,584	)		(426,302	)
Total Stockholders' Equity		(44,884	)		(28,602	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	53,283		$	66,902

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

HALL TEES, INC.

Condensed Consolidated Statements of Operations

For the Three Months ended March 31, 2014 and 2013

(Unaudited)

	Three Months Ended
	March 31, 2014			March 31, 2013

REVENUE	$	11,827		$	16,370
COST OF SALES		1,825			5,487

GROSS PROFIT		10,002			10,883

OPERATING EXPENSES
Depreciation		3,841			4,448
General and administrative		22,449			27,753
TOTAL OPERATING EXPENSES		26,290			32,201

NET OPERATING LOSS		(16,288	)		(21,318	)

OTHER INCOME
Interest Income		6			26

TOTAL OTHER INCOME		6			26

NET LOSS BEFORE INCOME TAXES		(16,282	)		(21,292	)

Provision for Income Taxes (Expense) Benefit		—			—

NET LOSS	$	(16,282	)	$	(21,292	)

EARNINGS PER SHARE, Basic and Diluted

Weighted Average of Outstanding Shares		7,755,400			7,755,400
Income (Loss) for Common Stockholders	$	(0.00	)	$	(0.00	)

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

HALL TEES, INC.

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Three Months ended March 31, 2014 and

The Year Ended December 31, 2013

(Unaudited)

	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		(Deficit)			Totals

Stockholders' Equity (Deficit),
January 1, 2013	7,755,400	$	7,755	$	389,945	$	(342,133	)	$	55,567

Net Loss							(84,169	)		(84,169	)

Stockholders' Equity (Deficit),
December 31, 2013	7,755,400	$	7,755	$	389,945	$	(426,302	)	$	(28,602	)

Net Loss							(16,282	)		(16,282	)

Stockholders' Equity (Deficit),
March 31, 2014	7,755,400	$	7,755	$	389,945	$	(442,584	)	$	(44,884	)

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

HALL TEES, INC.

Condensed Consolidated Statements of Cash Flows

For the Three Months ended March 31, 2014 and 2013

(Unaudited)

	2014			2013
CASH FLOWS USED BY OPERATING ACTIVITIES
Net Loss	$	(16,282	)	$	(21,292	)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation		3,841			4,448
Bad Debt Expense		—			—
Changes in assets and liabilities:
Accounts Receivable		(1,410	)		1,258
Other Assets		108			—
Accounts Payable		—			3,442
Accrued Expenses		2,663			3,465
Net Cash Used by Operating Activities		(11,080	)		(8,679	)

CASH FLOWS FROM INVESTING ACTIVITIES
		—			—
Net Cash Provided by Investing Activities		—			—

CASH FLOWS FROM FINANCING ACTIVITIES
Capitalized Lease Payments		—			—
Borrowings: Stockholder Advances		—			3,250
Net Cash Provided (Used) by Financing Activities		—			3,250

NET DECREASE IN CASH AND CASH EQUIVALENTS		(11,080	)		(5,429	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		47,298			98,435

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	36,218		$	93,006

SUPPLEMENTAL DISCLOSURES

Cash Paid During the Year for Interest Expense	$	—		$	—
Cash Paid During the Year for Taxes	$	—		$	—

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

HALL TEES, INC.

NOTES TO FINANCIAL STATEMENTS

March 31, 2014

(Unaudited)

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization:

Hall Tees, Inc. (The “Company”) operates as a printer and silk screener. The Company is located in Rowlett, Texas and was incorporated on September 13, 2007 under the laws of the State of Nevada.

Hall Tees, Inc., is the parent company of Hall Tees & Promotions, L.L.C., (“Hall Tees Texas”), a company incorporated under the laws of the State of Texas. Hall Tees Texas was established in 2007 and for the past fifteen months has been operating a single facility in Texas.

On September 12, 2007, Hall Tees, Inc. ("Hall Tees Nevada"), a private holding company established under the laws of Nevada, was formed in order to acquire 100% of the outstanding membership interests of Hall Tees Texas. On September 15, 2007, Hall Tees Nevada issued 7,000,000 shares of common stock in exchange for a 100% equity interest in Hall Tees Texas. As a result of the share exchange, Hall Tees Texas became the wholly owned subsidiary of Hall Tees Nevada. As a result, the members of Hall Tees Texas owned a majority of the voting stock of Hall Tees Nevada. The transaction was regarded as a reverse merger whereby Hall Tees Texas was considered to be the accounting acquirer as its members retained control of Hall Tees Nevada after the exchange, although Hall Tees Nevada is the legal parent company. The share exchange was treated as a recapitalization of Hall Tees Nevada. As such, Hall Tees Texas (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Hall Tees Nevada had always been the reporting company and, on the share exchange date, changed its name and reorganized its capital stock.

Unaudited Interim Consolidated Financial Statements:

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2014. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. Below is a summary of certain significant accounting policies selected by management.

The condensed consolidated financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Management believes that all adjustments necessary for a fair statement of the results of the three months ended March 31, 2014 and 2013 have been made.

Basis of Presentation:

The Company prepares its consolidated financial statements on the accrual basis of accounting. All intercompany balances and transactions are eliminated. The Company’s subsidiaries are consolidated with the parent company.

Cash and Cash Equivalents:

All highly liquid investments with original maturities of three months or less are included in cash and cash equivalents. All deposits are maintained in FDIC insured depository accounts in local financial institutions and balances are insured up to $250,000.

Fair Value of Financial Instruments:

The carrying amounts of cash, cash equivalents, accounts receivable, capital leases, accounts payable and notes payable approximate their fair values due to the short-term maturities of these instruments.

Accounts Receivable:

Accounts receivables are carried at their face amount, less an allowance for doubtful accounts. On a periodic basis, the Company evaluates accounts receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections. The Company’s policy is generally not to charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received within agreed upon invoice terms. The Company provides an allowance for all receivables that are greater than 90 days old. Allowances for Doubtful Accounts totaled $0 at March 31, 2014 and December 31, 2013. Write offs are recorded at a time when a customer receivable is deemed uncollectible. During the three months ended March 31, 2014, the Company had no write-offs.

Fixed Assets:

Fixed assets are stated at cost if purchased, or at fair value in a nonmonetary exchange, less accumulated depreciation. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation is computed by applying the straight-line method over the estimated useful lives which are generally three to seven years. Leases that meet the requirements of ASC 840-10, are capitalized and included in fixed assets.

Revenue Recognition:

The Company recognizes revenue in accordance with ASC 605-10. Revenue will be recognized only when all of the following criteria have been met:

–

Persuasive evidence of an arrangement exists;

–

Ownership and all risks of loss have been transferred to buyers, which is generally upon shipment or at the time the service is provided;

–

The price is fixed and determinable; and

–

Collectability is reasonably assured.

Earnings per Share:

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered. As the Company has no potentially dilutive securities, fully diluted earnings per share is identical to earnings per share (basic).

Income Taxes:

Income from the corporation is taxed at regular corporate rates per the Internal Revenue Code. There are no provisions for current taxes due to net available operating losses.

Recent Accounting Pronouncements:

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

NOTE 2 – FIXED ASSETS

Fixed assets at March 31, 2014 and December 31, 2013 are as follows:

	2014			2013
Furniture & Equipment	$	80,747		$	80,747
Capitalized Leases		29,220			29,220
Gross Fixed Assets		109,967			109,967
Less: Accumulated Depreciation		(94,359	)		(90,518	)
Net Fixed Assets	$	15,608		$	19,449

Depreciation expenses for the three months ended March 31, 2014 and March, 31, 2013 were $3,841 and $4,448.

NOTE 3 – CAPITALIZED AND OPERATING LEASES

The Company leases a 1,200 square foot warehouse space on a month to month basis for $1,000 per month. Rent expense was $3,000 for the three month periods ended March 31, 2014 and 2013.

NOTE 4 – EQUITY

The Company is authorized to issue 25,000,000 preferred shares at a par value of $0.001 per share. These shares have full voting rights. At March 31, 2014 and December 31, 2013, there were zero shares outstanding.

The Company is authorized to issue 50,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At March 31, 2014 and December 31, 2013, there were 7,755,400 shares outstanding respectively.

The Company does not have any stock option plans or warrants.

NOTE 5 – INCOME TAXES

The Company has adopted ASC 740, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset). Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be.

Deferred tax assets at March 31, 2014 and December 31, 2013 consisted of the following:

	2014			2013
Deferred Tax Asset	$	104,398		$	100,327
Less: Valuation Allowance		(104,398	)		(100,327	)
Net Deferred Tax Asset	$	0		$	0

The net deferred tax asset generated primarily by the Company’s net operating loss carryforward has been fully reserved. The cumulative net operating loss carry-forward is approximately $442,584 at March 31, 2014 and $426,302 at December 31, 2013, and will expire in 2025 through 2032.

The difference in the income tax benefit not shown in the consolidated statements of operations and the amount that would result if the U.S. Federal statutory rate of 25% were applied to pre-tax loss for 2014 and 2013 is attributable to the valuation allowance.

The realization of deferred tax benefits is contingent upon future earnings, therefore, is fully reserved at March 31, 2014 and December 31, 2013.

The Company recognizes interest and penalties related to unrecognized tax benefits in general and administrative expense. During the three months ended March 31, 2014 and the year ended December 31, 2013, the Company recognized no interest and penalties.

NOTE 6 – RELATED PARTY TRANSACTIONS

The President and a Stockholder of the Company has advanced the Company $49,643 as of March 31, 2014 and December 31, 2013, for working capital. No interest is paid on this advance.

Under a contract with the Company beginning November 6, 2007, originally expiring at December 31, 2013 and updated to end at December 31, 2014, the President provides general management services to the Company for up to $4,000 per month. Payroll expense incurred under this contract totaled approximately $6,900 and $6,750 for the three months ended March 31, 2014 and 2013, respectively.

The Company pays rent of $1,000 per month to the President for warehouse facilities. Total charges were $3,000 in each of the three months ended March 31, 2014 and 2013.

Yorkdale Capital, LLC advised and assisted the President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements for audit. Yorkdale Capital, LLC or its principals are shareholders and invoice the company for general accounting services and administrative services. The accounts payable balance at March 31, 2014 was $8,250 and at December 31, 2013 was $9,750. Yorkdale Capital, LLC resigned in April 2014.

NOTE 7– FINANCIAL CONDITION AND GOING CONCERN

The Company has minimal operations and has negative working capital of $60,492 at March 31, 2014 and negative $48,159 as of December 31, 2013. Due to the limited operating history and limited operations, the Company may require additional working capital to survive. If the funds the Company has are not sufficient, it will also consider bank loans or additional shareholder loans. There are no assurances that the Company will be able to obtain any of these. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital cannot be generated, the Company may not be able to continue its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 8 – REVENUE CONCENTRATION

The Company’s three largest customers account for 100% ($11,827) of the 2014 year-to-date revenues. The table below discloses the largest customers 2014 versus 2013 for the three months ended March 31, 2014 and 2013 (note: comparison of largest customers year-over-year).

	March YTD 2014 Sales		March YTD 2013 Sales
TOP 5 customer	$	%	$	%
Cust 1	10,504	89%	10,200	63%
Cust 2	765	6%	5,628	34%
Cust 3	557	5%	542	3%

TOTAL	11,827	100%	16,370	100%

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in the Company’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

General

In the first three months ended March 31, 2014, top line revenue decreased 28% to $11,827 over the same three months in 2013. We are hopeful that as the economy strengthens, we see more companies increase marketing and promotional spending.

RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2014

Our quarter ended on March 31, 2014. Any reference to the end of the fiscal quarter refers to the end of the first quarter for the period discussed herein.

REVENUE. Revenue for the three months ended March 31, 2014 was $11,827 compared to $16,370 for the three month periods ended March 31, 2013. Revenue decreased by $4,543 or 28% due to an increase of online competition which led to lower prices and lower sales volume.

COST OF SALES: Cost of sales (COS) was $1,825 (or 15.4% of revenue) for the three months ended March 31, 2014 compared to $5,487 (or 33.5% of revenue) for the same period in 2013. The large decrease in COS as a percent of sales is due to product mix as sales were geared toward higher margin products.

OPERATING EXPENSES. Operating expenses, exclusive of depreciation expense of $3,841 and $4,448, were $22,449 and $27,753 for the three-month periods ended March 31, 2014 and 2013, respectively. The decrease in expenses was due to a reduction in professional fees of approximately $5,000.

NET LOSS. The Net Loss for the three months ended March 31, 2014 and 2013 was $16,282 versus $21,292, respectively. The main driver behind the decrease in the net loss was the increase of online competition as discussed above.

LIQUIDITY AND CAPITAL RESOURCES.

In addition to the preceding, the Company plans for liquidity needs on a short term and long term basis as follows:

Short Term Liquidity:

The Company relies on one primary funding source for short term liquidity needs: advances from the major shareholder / President of the Company. The President has advanced the Company $49,643 as of March 31, 2014 and December 31, 2013, for working capital. No interest is paid on this advance. This is also disclosed in Note 6.

Long Term Liquidity:

The long term liquidity needs of the Company are projected to be met primarily through the cash flow provided by operations. Cash flow from operations for the three months ended March 31, 2014 was negative $11,080. The Company continually is seeking new opportunities to spur sales and increase top line revenue.

Going Concern

Our independent auditors included a going concern explanatory paragraph in their report included in our annual report on Form 10-K for the year ended December 31, 2013, which raises substantial doubt about our ability to continue as a going concern. See Note 7.

Capital Resources

We do not expect any significant change to our equity or debt structure and do not anticipate entering into any off-balance sheet arrangements.

Material Changes in Financial Condition

WORKING CAPITAL: Working Capital decreased by approximately $12,333 to negative $60,492 since December 31, 2013. This decrease is due to the reduction in cash of $11,080, an increase in accounts receivable of $1,410 and an increase in current liabilities of $2,663.

SHAREHOLDERS’ EQUITY: Shareholders’ Equity decreased by $16,282 due to the net loss.

Management Advisors

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2014. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.

Based upon an evaluation conducted for the period ended March 31, 2014, our Chief Executive and Chief Financial Officer as of March 31, 2014 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.

Changes in Internal Controls over Financial Reporting

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Items No. 1, 2, 3, 4, 5 - Not Applicable.

Item No. 6 - Exhibits and Reports on Form 8-K

None noted

(b)

Exhibits

Exhibit Number		Name of Exhibit

31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with 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, thereunto duly authorized.

HALL TEES, INC.

By /s/ William Lewis

William Lewis, President, CFO

Date: May 14, 2014