As filed with the Securities and Exchange Commission on July 29 , 2009
File No. 333-150829
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to Registration Statement on Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HALL TEES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 7389 | 26-0875402 | ||
| (State or jurisdiction of incorporation or organization) | (Primary Industrial Classification Code No.) | (I.R.S. Employer Identification No.) |
7405 Armstrong, Rowlett, Texas 75088 (214) 883-0140
(Address, including the ZIP code & telephone number, including area code of Registrant's principal executive office)
7405 Armstrong, Rowlett, Texas 75088 (214) 883-0140
(Address of principal place of business or intended principal place of business)
William Lewis
7405 Armstrong, Rowlett, Texas 75088 (214) 883-0140
(Name, address, including zip code, and telephone number, including area code of agent for service)
| Copies to: | J Hamilton McMenamy | |||
| Law Offices of J. Hamilton McMenamy, P.C. | ||||
| 8222 Douglas, Suite 850 | ||||
| Dallas, Texas 75225 | ||||
| (214) 706-0938 Tel | ||||
| (214) 550-8179 Fax |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the securities Act registration number of the earlier effective registration statement for the same offering. |_|
_______________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the securities Act registration number of the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the securities Act registration number of the earlier effective registration statement for the same offering. |_|
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] | ||
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. |_|
_________________
| Title of Each Class of ecurities to be Registered | Amount To be Registered | Proposed Offering Price Per Share (1) | Minimum/Maximum Proposed Aggregate Offering (1) | Amount of Registration Fee |
Common stock, $0.001 par value | ||||||||
Minimum | 100,000 | $0.50 | $ 50,000 | $10 | ||||
Maximum | 1,000,000 | $0.50 | $500,000 | $64 |
Total maximum | 1,000,000 | $0.50 | $500,000 | $64 |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. |X|
(1) Estimated solely for the purpose of calculating the registration fee.
2
Initial public offering
prospectus
Hall Tees, Inc.
Minimum of 100,000 shares of common stock, and a
Maximum of 1,000,000 shares of common stock
$0.50 per share
We are making a best efforts offering to sell common stock in our Company. The common stock will be sold by our sole officer and director, William Lewis, after the effective date of this registration statement. The offering price was determined arbitrarily and we will raise a minimum of $50,000 and a maximum of $500,000. The money we raise in this offering before the minimum amount, $50,000, is sold will be held by the Company, uncashed, in our company safe, until the minimum amount is raised at which time we will deposit them in our bank account and retain the transfer agent who will then issue the shares. The separate bank account will not be a trust account. The offering will end on March 16, 2010 and if the minimum subscription is not raised by the end of the offering period, all funds will be refunded promptly to those who subscribed for our shares, without interest. There is no minimum purchase requirement for subscribers.
| The Offering: | |||||||
100, 000 shares Minimum offering | 1,000,000 shares Maximum offering | ||||||
| Per Share | Amount | Per Share | Amount | ||||
| Public Offering Price | $0.50 | $50,000 | $0.50 | $500,000 | |||
Offering expenses are estimated to be $16,769 if the minimum number of shares are sold, which equates to $0.08 per share, and $33,769 if the maximum number of shares are sold, which equates to $0.04 per share.
There is currently no market for our shares. We intend to work with a market maker who would then apply to have our securities quoted on the over-the-counter bulletin Board or on an exchange as soon as practicable after our offering. We will close our offering on March 16, 2010 . However, it is possible that we do not get trading on the over-the-counter bulletin Board, and if we do get quoted on the bulletin board, we may not satisfy the listing requirements for an exchange, which are greater than that of the bulletin board.
____________________________
This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors” beginning on Page 3.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.
_____________________________
This Prospectus is dated __________________________
3
PROSPECTUS SUMMARY
OUR COMPANY
We were formed as a corporation on September 13, 2007. Our executive offices are located at 7405 Armstrong, Rowlett, Texas 75088. We specialize in providing specialty printing and silk screening services and products. The funds raised in this offering will be used to further develop our business and expand into other markets.
THE OFFERING
Our sole officer and director will be selling the offering.
| Minimum | Midpoint | Maximum | ||||||||||
Common shares offered | 100,000 | 500,000 | 1,000,000 | |||||||||
Common shares outstanding before this offering | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||
Total shares outstanding after this offering | 7,100,000 | 7,500,000 | 8,000,000 | |||||||||
Officers, directors and their affiliates will be able to purchase shares in this offering but are limited to 10,000 shares each or a cumulative total of ten percent of the aggregate offering sold. These sales will not count towards the minimum offering.
SUMMARY FINANCIAL DATA
The following table sets forth certain of our summary financial information. This information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this prospectus.
Unaudited 3 Months Mar 31, 2009 | Audited Year Ended Dec 31, 2008 | Audited Period Ended Dec 31, 2007 | ||||||||||
| Balance Sheet | ||||||||||||
| Working Capital | $ | (44,125 | ) | $ | (39,264 | ) | $ | 1,680 | ||||
| Total Assets | 90,145 | 89,584 | 85,936 | |||||||||
| Total Liabilities | 70,849 | 63,517 | 15,089 | |||||||||
| Stockholders’ Equity | 19,296 | 26,067 | 70,849 | |||||||||
| Statement of Operations | ||||||||||||
| Revenue | $ | 14,776 | $ | 78,303 | $ | 13,801 | ||||||
| Cost of Sales | 1,598 | 17,603 | 1,810 | |||||||||
| Operating Expense | 19,949 | 103,141 | 11,150 | |||||||||
| Other Income (Expense) | 0 | (2,339 | ) | 14 | ||||||||
| Provision for Income Taxes | 0 | 0 | (8 | ) | ||||||||
| Net Income (Loss) | $ | (6,771 | ) | $ | (44,780 | ) | $ | 847 | ||||
| Income per share: Basic & Diluted | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | |||
| Weighted Average Shares Outstanding | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||
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RISK FACTORS
You should carefully consider the risks described below and all other information contained in this prospectus before making an investment decision. We have identified all material risks known to, and anticipated by, us as of the filing of this registration statement.
We have a limited operating history, having been operating since September 2007, with minimal revenue since inception that could cause us to run out of money and close our business.
We have had minimal revenue since inception and retained deficit of $50,704 from operations as of March 31, 2009. There is not sufficient gross revenue and profit to finance our planned growth and, without additional financing as outlined in this prospectus, we could continue to experience losses in the future. Our retained deficit from operations through December 31, 2008 was $43,933. We may incur significant expenses in developing and promoting our business, and as a result, will need to generate significant revenues over and above our current revenue to achieve consistent profitability. If we are unable to achieve that profitability, your investment in our common stock may decline or become worthless.
We rely on our sole officer for decisions and he may make decisions that are not in the best interest of all stockholders.
We rely on our sole officer, William Lewis, to direct the affairs of the Company and rely upon him competently operate the business. We do not have key man insurance on our sole officer and director and have no employment agreements with him. Should something happen to our sole officer, this reliance on a single person could have a material detrimental impact on our business and could cause the business to lose its place in the market, or even fail. Such events could cause the value of our stock to decline or become worthless.
Our sole officer will retain substantial control over our business after the offering and may make decisions that are not in the best interest of all stockholders.
Upon completion of this offering, our sole officer, William Lewis, will, in the aggregate, beneficially own approximately 92.14% (or 80.63% if maximum is sold) of the outstanding common stock. As a result, our sole officer will have the ability to control substantially all the matters submitted to our stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets. He will also control our management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of us, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to take control of us, even if the transaction would be beneficial to other stockholders. This in turn could cause the value of our stock to decline or become worthless.
We may have to raise additional capital which may not be available or may be too costly, which, if we cannot obtain, could cause us to have to cease our operations.
Our capital requirements could be more than our operating income. As of March 31, 2009 , and December 31, 2008, our cash balance was $2,242 and $668 respectively . We do not have sufficient cash to indefinitely sustain operating losses, but believe we can continue for twelve months without any additional funding, but upon raising the minimum amount in this offering, believe that will take us to the point that we will be able to sustain operations for at least a year if we raise no other capital. Our potential profitability depends on our ability to generate and sustain substantially higher net sales with reasonable expense levels. We may not operate on a profitable basis or that cash flow from operations will be sufficient to pay our operating costs. We anticipate that the funds raised in this offering will be sufficient to fund our planned growth for the year after we close on the offering assuming we raise the minimum amount in this offering. Thereafter, if we do not achieve profitability, we will need to raise additional capital to finance our operations. We have no current or proposed financing plans or arrangements other than this offering. We could seek additional financing through debt or equity offerings. Additional financing may not be available to us, or, if available, may be on terms unacceptable or unfavorable to us. If we need and cannot raise additional funds, further development of our business, upgrades in our technology, additions to our product lines may be delayed or postponed indefinitely; if this happens, the value of your investment could decline or become worthless.
5
We may not be able to compete successfully with current or future competitors because of their well established supply chains and recognized names with greater financial resources, which if we cannot overcome, could cause the value of your stock to decline or become worthless.
There are many companies who have significantly greater resources than we do who are in or could enter the market. As explained in the section of our ‘Description of Business’ under Competition, many companies have an advantage in providing the same product and services we do because of their name, years in business or resources. If these entities offer these services and products, they have advantages over us including longer operating histories and significantly greater financial resources, advertising, recognized names and other resources which they could use to their advantage. This increased competition could result in price pressure and reduced gross margins, which could harm our net sales and operating results, which in turn could cause your investment to decline and/or become worthless.
No public market for our common stock currently exists and an active trading market may never materialize, and an investor may not be able to sell their stock.
Prior to this offering, there has been no public market for our common stock. We plan work with a market maker who would then apply to have our securities quoted on the OTC Bulletin Board. In order to be quoted on the OTCBB, we must be sponsored by a participating market maker who would make the application on our behalf; at this time, we are not aware of a market maker who intends to sponsor our securities and make a market in our stock. Assuming we become quoted, an active trading market still may not develop and if an active market does not develop, the market value could decline to a value below the offering price in this prospectus. Additionally, if the market is not active or illiquid, investors may not be able to sell their securities.
If a public trading market for our common stock materializes, we will be classified as a ‘penny stock’ which has additional requirements in trading the stock, which could cause you not to be able to sell your stock.
The U.S. Securities and Exchange Commission treats stocks of certain companies as a ‘penny stock’. We are not aware of a market maker who intends to make a market in our stock, but should we be cleared to trade, we would be classified as a ‘penny stock’ which makes it harder to trade even if it is traded on an electronic exchange like the over-the-counter bulletin board. These requirements include (i) broker-dealers who sell to customers must have the buyer fill out a questionnaire, and (ii) broker-dealers may decide upon the information given by a prospective buyer whether or not the broker-dealer determines the stock is suitable for their financial position. These rules may adversely affect the ability of both the selling broker-dealer and the buying broker-dealer to trade your securities as well as the purchasers of your securities to sell them in the secondary market. These requirements may cause potential buyers to be eliminated and the market for the common stock you purchase in this offering could have no effective market to sell into, thereby causing your investment to be worthless.
Investing in a penny stock has inherent risks, affecting both brokers, buyers and sellers, which could cause the marketability of your stock to be lesser than if there were not those requirements.
When a seller of a ‘penny stock’ desires to sell, they must execute that trade through a broker. Many brokers do not deal in penny stocks, so a seller’s ability to market/sell their stock is reduced because of the number of brokers who engage in trading such stocks. Additionally, if a broker does engage in trading penny stocks, and the broker has a client who wishes to buy the stock, they must have the client fill out a number of pages of paperwork before they can execute the trade. These requirements cause a burden to some who may decide not to buy because of the additional paperwork. Thus, the marketability of your stock is less as a penny stock than as a stock listed on an exchange. This could cause your investment to be worth less liquid and investors may not be able to market their shares effectively.
6
Shareholders purchasing shares in this offering will experience immediate and substantial dilution, causing their investment to immediately be worth less than their purchase price.
If you purchase common stock in this offering, you will experience an immediate and substantial dilution in the projected book value of the common stock from the price you pay in this initial offering. This means that if you buy stock in this offering at $0.50 per share, you will pay substantially more than our current shareholders. The following represents your dilution: (a) if the minimum of 100,000 shares are sold, an immediate decrease in book value to our new shareholders from $0.50 to $0.01 per share and an immediate dilution to the new shareholders of $0.4 9 per common share; (b) if the midpoint of 500,000 shares are sold, an immediate decrease in book value to our new shareholders from $0.50 to $0.04 per share and an immediate dilution to the new shareholders of $0.46 per common share. and (c) if the maximum of 1,000,000 shares are sold, an immediate decrease in book value to our new shareholders from $0.50 to $0.08 per share and an immediate dilution to the new shareholders of $0.42 per common share.
Investors are not able to cancel their subscription agreements they sign, therefore losing any chance to change their minds.
Once the Company receives an investors subscription, they will not be able to cancel their subscription. The investor will therefore lose any right or opportunity to change their mind after receipt by the Company.
Our offering price of $0.50 was determined arbitrarily by our President. Your investment may not be worth as much as the offering price because of the method of its determination.
The President arbitrarily determined the price for the offering of $0.50 per share. As the offering price is not based on a specific calculation or metric the price has inherent risks and therefore your investment could be worth less than the offering price.
Our audit report from our auditors discloses in Note 7 to the financial statements that there is substantial doubt as to our ability to continue as a going concern, which, if true, could result in your investment becoming worth significantly less than the offering price, or possibly even causing it to become worthless.
Note 7 to our financial statements discuss a substantial doubt that we can continue as a going concern. If we are unable to continue as a going concern, we will have to close our doors or recapitalize, both of which would cause a loss of value, either through dilution or becoming worthless if we close down altogether.
FORWARD LOOKING STATEMENTS
This prospectus contains forward looking statements. These forward looking statements are not historical facts but rather are based our current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks" and "estimates", and variations of these words and similar expressions, are intended to identify forward looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed, implied or forecasted in the forward looking statements. In addition, the forward looking events discussed in this prospectus might not occur. These risks and uncertainties include, among others, those described in "Risk Factors" and elsewhere in this prospectus. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect our management's view only as of the date of this prospectus.
7
USE OF PROCEEDS
The total cost of the minimum offering is estimated to be $16,769, or $33,769 if the maximum is sold consisting primarily of legal, accounting and blue sky fees.
The following table sets forth how we anticipate using the proceeds from selling common stock in this offering, reflecting the minimum and maximum subscription amounts:
$50,000 Minimum | $250,000 Mid-Level | $500,000 Maximum | ||||||||||
Legal, Accounting & Printing Expense | $ | 6,500 | $ | 15,000 | $ | 23,000 | ||||||
Other, Offering Expenses | 10,269 | 10,769 | 10,769 | |||||||||
Net Proceeds to Company | 33,231 | 224,231 | 466,231 | |||||||||
TOTAL | $ | 50,000 | $ | 250,000 | $ | 500,000 | ||||||
The following describes each of the expense categories:
* legal, accounting and printing expense is the estimated costs associated with this offering. As more shares are sold, we anticipate legal fees to increase due to the likelihood of investors being from other states which could result in state blue sky securities filings. Although our legal fees are not contingent on the number of shares sold, it is likely that the legal fees will increase as our attorney will charge us for these filings. Also, as more shares are sold, our printing expenses will increase.
* other offering expenses includes SEC registration fee, blue sky fees and miscellaneous expenses with regards to this offering.
The following table sets forth how we anticipate using the net proceeds to the company:
$50,000 Minimum | $250,000 Mid-level | $500,000 Maximum | ||||||||||
Marketing and Promotion | $ | 5,000 | $ | 15,500 | $ | 45,000 | ||||||
Equipment purchases | 20,000 | 75,000 | 100,000 | |||||||||
Software /website development | 4,000 | 35,000 | 75,000 | |||||||||
Salaries, commissions | 2,000 | 75,000 | 165,000 | |||||||||
General corporate overhead (1) | 2,231 | 23,731 | 81,231 | |||||||||
Proceeds to company | $ | 33,231 | $ | 224,231 | $ | 466,231 | ||||||
(1) General Corporate overhead includes office rents, office supplies, utilities, taxes, and any other administrative expense incurred in the normal course of business.
We do not plan to use any of the proceeds to pay off debts owed by the Company. Additionally, all amounts allocated for salaries/commissions will be for new hires and not for officers or directors of the Company. For a more detailed discussion of the use of proceeds, reader is referred to the section of this offering titled ‘Management’s Discussion and Plan of Operation’.
8
DETERMINATION OF OFFERING PRICE
The President arbitrarily determined the price for the offering of $0.50 per share. As the offering price is not based on a specific calculation or metric the price has inherent risks and therefore your investment could be worth less than the offering price.
DILUTION
If you purchase common stock in this offering, you will experience an immediate and substantial dilution in the projected book value of the common stock from the price you pay in this initial offering.
The book value of our common stock as of March 31, 2009 was $19,296 or $0.00 per share. Projected book value per share is equal to our total assets, less total liabilities, divided by the number of shares of common stock outstanding.
After giving effect to the sale of common stock offered by us in this offering, and the receipt and application of the estimated net proceeds (at an initial public offering price of $0.50 per share, after deducting estimated offering expenses), our projected book value as of March 31, 2009 would be:
$52,527 or $0.01 per share, if the minimum is sold, $245,027 or $0.04 per share, if the midpoint amount is sold, and $485,527 or $0.08 per share, if the maximum is sold. This means that if you buy stock in this offering at $0.50 per share, you will pay substantially more than our current shareholders. The following represents your dilution:
if the minimum of 100,000 shares are sold, an immediate decrease in book value to our new shareholders from $0.50 to $0.01 per share and an immediate dilution to the new shareholders of $0.49 per common share.
if the midpoint amount of 500,000 shares are sold, an immediate decrease in book value to our new shareholders from $0.50 to $0.04 per share and an immediate dilution to the new shareholders of $0.46 per common share.
if the maximum of 1,000,000 shares are sold, an immediate decrease in book value to our new shareholders from $0.50 to $0.08 per share and an immediate dilution to the new shareholders of $0.42 per common share.
The following table illustrates this per share dilution:
| Minimum | Midpoint | Maximum | ||||||||||
Assumed initial public offering price | $ | 0.50 | $ | 0.50 | $ | 0.50 | ||||||
Book value as of March 31, 2009 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
Projected book value after this offering | $ | 0.01 | $ | 0.04 | $ | 0.08 | ||||||
Increase attributable to new stockholders: | $ | 0.01 | $ | 0.04 | $ | 0. 08 | ||||||
Projected book value as of March 31, 2009 after this offering | $ | 0.01 | $ | 0.04 | $ | 0.08 | ||||||
Decrease to new stockholders | $ | 0.49 | $ | 0.46 | $ | 0.42 | ||||||
Percentage dilution to new stockholders | 98 | % | 92 | % | 84 | % | ||||||
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The following table summarizes and shows on a projected basis as of March 31, 2009, the differences between the number of shares of common stock purchased, the total consideration paid and the total average price per share paid by the existing stockholders and the new investors purchasing shares of common stock in this offering:
| Minimum offering | ||||||||||||||||
Number of shares owned | Percent of shares owned | Amount paid | Average price per share | |||||||||||||
Current shareholders | 7,000,000 | 98.59 | $ | 70,000 | $ | 0.01 | ||||||||||
New investors | 100,000 | 1.41 | $ | 50,000 | $ | 0.50 | ||||||||||
Total | 7,100,000 | 100.00 | $ | 120,000 | ||||||||||||
Midpoint offering | ||||||||||||||||
Number of shares owned | Percent of shares owned | Amount paid | Average price per share | |||||||||||||
Current shareholders | 7,000,000 | 93.33 | $ | 70,000 | $ | 0.01 | ||||||||||
New investors | 500,000 | 6.67 | $ | 250,000 | $ | 0.50 | ||||||||||
Total | 7,500,000 | 100.00 | $ | 320,000 | ||||||||||||
| Maximum offering | ||||||||||||||||
Number of shares owned | Percent of shares owned | Amount paid | Average price per share | |||||||||||||
7,000,000 | 87.50 | $ | 70,000 | $ | 0.01 | |||||||||||
1,000,000 | 12.50 | $ | 500,000 | $ | 0.50 | |||||||||||
Total | 8,000,000 | 100.00 | $ | 570,000 | ||||||||||||
10
PLAN OF DISTRIBUTION
The common stock is being sold on our behalf by our sole officer and director, who will receive no commission on such sales. All sales will be made by personal contact by our sole officer and director, William Lewis. We will not be mailing our prospectus to anyone or soliciting anyone who is not personally known by Mr. Lewis, or introduced to Mr. Lewis and personally contacted by him or referred to him. We have no agreements, understandings or commitments, whether written or oral, to offer or sell the securities to any individual or entity, or with any person, including our attorney, or group for referrals and if there are any referrals, we will not pay finders fees.
Mr. Lewis will be selling the common stock in this offering relying on the safe harbor from broker registration under the Rule 3a4-1(a) of the Securities Exchange Act of 1934. Mr. Lewis qualifies under this safe harbor because Mr. Lewis (a) is not subject to a statutory disqualification, (b) will not be compensated in connection with his participation by the payment or other remuneration based either directly or indirectly on transactions in the securities, (c) is not an associated person of a broker dealer, and has not been an associated person of a broker dealer within the preceding twelve months, and (d) primarily performs, and will perform, after this offering, substantial duties for the issuer other than in connection with the proposed sale of securities in this offering, and he is not a broker dealer, or an associated person of a broker dealer, within the preceding 12 months, and he has not participated in selling securities for any issuer in the past 12 months and shall not sell for another issuer in the twelve months following the last sale in this offering.
Additionally, he will be contacting relatives, friends and business associates to invest in this offering and provide them with a printed copy of the prospectus and subscription agreement. No printed advertising materials will be used for solicitation, no internet solicitation and no cold calling people to solicit interest for investment. Officers, directors and affiliates may purchase shares in this offering but are limited to a maximum of 10,000 shares each or a cumulative total of 10% of the aggregate offering sold. These sales will not count toward meeting the minimum offering. All affiliates purchasing the stock will sign a document stating that the shares they purchase will be for investment and not for resale.
The money we raise in this offering before the minimum amount is sold will be held by the Company, uncashed, in our company safe, until the minimum amount is raised at which time we will deposit the funds in our bank account and retain the transfer agent who will then issue the shares. We do not have an escrow agreement or any other agreement regarding the custody of the funds we raise. The offering will end on March 16, 2010 and if the minimum subscription is not raised by the end of the offering period, all funds will be refunded promptly to those who subscribed for our shares, without interest. The offering will close on March 16, 2010 , if not terminated sooner.
The subscription agreement will provide investors the opportunity to purchase shares at $0.50 per share by purchasing directly from the Company. The agreement also provides that investors are not entitled to cancel, terminate or revoke the agreement. In addition, if the minimum subscription is not raised by March 16, 2010 , the subscription agreement will be terminated and any funds received will be promptly returned to the investors.
Certificates for shares of common stock sold in this offering will be delivered to the purchasers by Signature Stock Transfer, Inc., the stock transfer company chosen by the company as soon as the minimum subscription amount is raised. The transfer agent will only be engaged in the event that we obtain at least the minimum subscription amount in this offering.
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DESCRIPTION OF SECURITIES BEING REGISTERED
We are offering for sale common stock in our company at a price of $0.50 per share. We are offering a minimum of 100,000 shares and a maximum of 1,000,000 shares. The authorized capital in our company consists of 50,000,000 shares of common stock, $0.001 par value per share. As of May 22, 2009, we had 7,000,000 shares of common stock issued and outstanding.
Every investor who purchases our common stock is entitled to one vote at meetings of our shareholders and to participate equally and ratably in any dividends declared by us and in any property or assets that may be distributed by us to the holders of common stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the company.
The existing stockholders and all who subscribe to common shares in this offering do not have a preemptive right to purchase common stock offered for sale by us, and no right to cumulative voting in the election of our directors. These provisions apply to all holders of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements as of December 31, 2008 of the Company included in this prospectus have been audited by Rotenberg & Co., LLP, independent certified public accountants, as set forth in their report. The financial statements have been included in reliance upon the authority of them as experts in accounting and auditing.
Our attorney has passed upon the legality of the common stock issued before this offering and passed upon the common stock offered for sale in this offering. Our attorney is J Hamilton McMenamy, Law Offices of J. Hamilton McMenamy, P.C., 8222 Douglas, Suite 850, Dallas, Texas 75225.
The experts named in this registration statement were not hired on a contingent basis and have no direct or indirect interest in our Company.
DESCRIPTION OF BUSINESS
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 on September 13, 2007. Hall Tees Texas was established in 2007 and since that time has been operating a single facility in Texas.
On September 13, 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 common stock 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 shareholders of Hall Tees Texas owned a majority of the voting stock of Hall Tees Nevada. William Lewis was the control person in each of the Companies immediately prior to the share exchange. The transaction was regarded as a reverse merger whereby Hall Tees Texas was considered to be the accounting acquirer as its shareholders 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. A copy of the Share Exchange Agreement is attached as an Exhibit.
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Hall Tees is a custom T-shirt printer, silk screen printer, embroiderer of shirts and hats, silk screener of hats, and a corporate apparel printer. Hall Tees provides quality T-shirt printing and screen printing, focusing on reliability and customer satisfaction. If a customer can articulate their image for a T-shirt or apparel, we can reproduce it through conversations with our production staff. We work hard to be accommodating and produce product that can be shipped worldwide.
At present, our market territory is primarily local, soliciting business through word-of-mouth and light advertising such as the Yellow Pages. We continue to develop our local market with targeted phone calls and in-person visits to targeted businesses. On a larger scale, our web site will give us access to a national market. We continue to develop our web site, just1tee.com, to market and deliver our products to anyone with an internet connection and a shipping address.
We screen print and embroider T-shirts, jackets, hats, caps, pants, sweatshirts, jersey’s, uniforms and even bags. Although we are no longer a development stage company as defined by the Financial Accounting Standards Board No. 7, the Company is less than two years old and as such do not have a developed distribution process. As stated previously, our marketing efforts have been primarily local through print advertising and word-of-mouth. This has provided for local deliveries which don’t require a sophisticated distribution system. As we build out our web site, we will simultaneously develop a more sophisticated distribution process through direct shipment. However, the money raised in this offering will be used to acquire cutting edge silk and embroidery machinery as well as purchase industry best-in-class internet software to facilitate the build-out of our internet marketing, ordering, and delivery.
Our principal suppliers are Stanton Wholesale, Graphic Solutions and Pad Print Logic. Stanton Wholesale supplies the company with the Tee Shirt product. Graphic Solutions provides the state of the art screen printing technology. Pad Print Logic supplies ink and related products. We do not anticipate any disruption in the supply of these raw materials or the technological support for the screen printing process.
Our corporate facilities are located in a 1,200 sf office warehouse space in Rockwall, Texas. We have no lease commitments as we are on a month to month lease of $1,000 per month, and we have a 1,000 sf office at 7405 Armstrong, Rowlett, Texas 75087. The warehouse s on a well-traveled road parallel to a major Interstate. The building has visibility from the Interstate and is in close proximity to major retail outlets such as Wal-Mart, Target, Best Buy, and various other retail strip outlets. We purchase product by container load resulting in higher retail margins, cheaper pricing to the public, and a non-dependency on any one supplier.
The Company has performed pad printing, which is still a mainstay for the business, printing anything from pens to USB drives. Currently we are negotiating to print anywhere from 4000 to 40,000 USB drives per month. Silk-screen printing comprises the majority of the remainder of our revenues, comprising 30% of the total sales. We have the capability to do laser engraving to gain a larger market in my USB decorating sales.
On January 1, 2008 the Company entered into a capital lease agreement with Graphic Solutions Group, Inc., for a BROTHER GT-541 which uses cutting edge ink jet technology that prints on many garments in high quality color directly from a computer – known as “Direct to Garment” printing. Lease payments, principal and interest, total $29,220 for the length of the lease. Payments of $487 including principal and interest at 12% are due monthly through December 2012.
This revolutionary technology came out about five years ago and has been growing rapidly. The Brother GT-541(Direct to Garment printer) uses ink jet technology that prints on many garments in high quality color directly from a computer. This ink jet garment printer is as simple to operate as a desktop printer, which can be networked with multiple units, to deliver greater print quality and still remain cost-effective for short-run apparel graphics applications.
The GT-541 is faster and less expensive to operate than traditional screen printing machines due to minimal set-up, tear-down, clean-up, screens, squeegees, or pallet adhesive. The GT-541 water based ink can be cured by a standard heat press, eliminating the need to purchase a conveyor dryer, and significantly thereby reducing operating space requirements.
Conventional silk-screening requires large operational space, special chemicals for processing and reclaiming of screens, exposure units, and a wide range of inks, not to mention a very large investment to be competitive. Generally, under the conventional silk process, a minimum number of shirts have to be purchased, artwork separated, screens made (1 screen per color) at the rate of $25 per screen, designs limited to 6-8 colors in most cases not to mention a small staff to run the equipment.
The Direct to Garment printer is so efficient the Company can now offer a “solution to an age old problem”, NO Setups, NO minimums, and UNLIMITED Colors. This technology has revolutionized the screen print Since purchasing the GT-541, the company has not had the need for conventional silk-screening which resulted in the sale of all the company’s conventional silkscreen equipment. This move has allowed the Company to reduce overhead.
Each GT-541 costs approximately $25,000. The Company plans to purchase a maximum of three additional machines with the proceeds of this offering. The addition of these machines will allow for increased production and revenue. and profitability. Additionally, the Company is in the process of developing a web based product purchase web site named “Just 1 Tee”. Through this site the Company plans for an individual to be able to build a personal, one of a kind t-shirt in real time. Once the shirt is designed, a copy of the design file is sent to the art department for immediate production with next day shipping. All of this is made possible with the advent of the cutting edge “Direct to Garment “printer technology. The proceeds of this offering will provide capital to allow the company to complete and fine tune the web site.
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All product sold is bought in its finished state. We perform no assembly or manufacture, only printing, screen printing and embroidery. We are an established business, having been incorporated on September 13, 2007. We do not plan to offer a new products, however, we do plan to enhance our ordering and production processes through the acquisition of cutting edge silk and embroidery machinery as well as purchase industry best-in-class internet software to facilitate the build-out of our internet marketing, ordering, and delivery.
We source most (80%) of our promotional products through organizations that promote promotional products and companies. ASI (Advertising Specialty Institute) and PPAI (Promotional Products Association International) are organizations that provide connections to suppliers of finished goods. Members have access to these suppliers and are afforded discounts from these vendors.
INDUSTRY & COMPETITION
The retail production of apparel printing and embroidery is retail focused and therefore driven by the local economy and the individual tastes and preferences of the purchaser. We are keenly aware that to be competitive we must not only offer the best value for the money but also the service our customers expect when purchasing. It is our opinion the competitiveness of the retail industry for our product entails quality production, ascetic aspects of the products, and service through product knowledge and timely delivery. Competition varies by local retail outlets, internet based operations, and product offering.
Our primary competition is with large internet based customized apparel silk screen printers and embroiders. Such competitors include Broken-Arrow (www.broken-arrow.com) and Zazzle (www.zazzle.com). These companies and companies similar to them provide a on-stop shopping opportunity from customized screen printing and embroidery to personalized designs to T-shirt silk screen printing to wholesale printing as well as corporate and government ordering. Such companies offer high quality, cheap prices, free custom design art, wholesale bulk pricing, fast ordering and organic shirts. Usually they offer no set up fees, art design in-house, free shipping up to $999.00, rush orders and 6 day or less production.
We believe competition will be determined by price, service, and product selection. The Company believes it is competitive in all three categories.
Price – Due to discount purchasing through container of competitively priced quality merchandise, the Company believes it has a competitive advantage with other providers of similar services.
Selection – Through the purchase of the aforementioned machinery and internet software we expect to have a competitive advantage in production and selection.
Service – We are structured to meet the same delivery and turn around time as our competitors.
MARKETING ACTIVITIES
Marketing activities have been restricted by cash flow and as such have been limited to building signage and word of mouth advertising. Going forward, through the proceeds of this offering, the Company intends to increase marketing activities through printed circulars, newspapers, trade magazines and internet advertising.
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NUMER OF EMPLOYEES
The Company presently has one employee. We anticipate hiring an additional employee through the proceeds of this offering.
GOVERNMENT REGULATION
The Company’s business and products are not subject to material regulation. The Company’s operations are not dependent on patents, copyrights, trade secrets, know-how or other proprietary information. We do not anticipate doing so in the future. We are not under any confidentiality agreements or covenants.
SUBSIDIARIES
The Company does not have any subsidiaries.
MERGERS & ACQUISITIONS
The Company has not made or is subject to a merger or acquisition.
FURUTRE INDEBTEDNESS & FINANCING
The Company does not anticipate having cash flow or liquidity problems within the next 12 months. The Company is not in breach of any note, loan, lease or other indebtedness or financing arrangement requiring the Company to make payments.
We believe that by raising the minimum amount of funds in this offering we will have sufficient funds to cash flow our growth plans for a minimum of twelve months.
PUBLIC INFORMATION
We do not have any information that has been made public or that will require an investment or material asset of ours.
Dependence on One or a Few Major Customers:
We are not dependent on any one or a few major customers.
Need for Governmental Approval of Principal Products or Services
We are not aware of any governmental approval required for our principal products or services.
Additional information:
We have made no public announcements to date and have no additional or new products or services. In addition, we don’t intend to spend funds in the field of research and development; no money has been spent or is contemplated to be spent on customer sponsored research activities relating to the development of new products, services or techniques; and we don’t anticipate spending funds on improvement of existing products, services or techniques.
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DESCRIPTION OF PROPERTY
Our corporate facilities are located in a 1,200 sf office warehouse space in Rockwall, Texas. We have no lease commitments as we are on a month to month lease of $1,000 per month, and we have a 1,000 sf office at 7405 Armstrong, Rowlett, Texas 75087, which is in the home of the President and on which the Company pays no rent.
LEGAL PROCEEDINGS
We are not involved in any legal proceedings at this time.
SECURITIES BEING OFFERED
We are offering for sale common stock in our Company at a price of $0.50 per share. We are offering a minimum of 100,000 shares and a maximum of 1,000,000 shares. The authorized capital in our Company consists of 50,000,000 shares of common stock, $0.001 par value per share. As of May 22, 2009 we had 7,000,000 shares of common stock issued and outstanding.
Every investor who purchases our common stock is entitled to one vote at meetings of our shareholders and to participate equally and ratably in any dividends declared by us and in any property or assets that may be distributed by us to the holders of common stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company.
The existing stockholders and all who subscribe to common shares in this offering do not have a preemptive right to purchase common stock offered for sale by us, and no right to cumulative voting in the election of our directors. These provisions apply to all holders of our common stock.
MANAGEMENTS DISCUSSION AND PLAN OF OPERATIONS
Liquidity
In 2008, the Company filed a Form S-1 registration statement with the U.S. Securities & Exchange Commission (“SEC”) in order to raise funds to expand its business and execute its business plan. Upon approval of this registration statement the funds will be available to the Company.
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 $28,647 and $29,701 as of March 31, 2009 and December 31, 2008, respectively, for working capital. No interest is paid on this advance. This is also disclosed in Note 6 to the March 31, 2009 (unaudited) and December 31, 2008 (audited) financial statements.
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 Operating Activities for the three month period ended March 31, 2009 improved by $26,710 versus full year 2008 and operating cash flows at March 31, 2009 were positive $4,089. This improvement has been a result of better asset management and improved margins on sales.
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Capital Resources
In January 2008, the Company entered into a capital lease commitment that has a term of five years, ending December 2012. The general purpose of the lease commitment is for equipment that is used in the Company’s operations of printing and puts us on the cutting edge of “Direct to Garment” printing as discussed above. Annual commitments are $5,844 with a total five year commitment of $29,220. The balance due at March 31, 2009 was $ 21 ,195. The funds to fulfill this commitment will be primarily sourced through operations. As of March 31, 2009 the Company had positive operating cash flows of $4,089, and with the implementation of its business plan, forecasts cash flows to be sufficient to source payment of this commitment.
Due to the limited operating history of our Company we have yet to experience any significant seasonal trends in our business that would impact on our capital resource requirements. After strong growth during 2008, sales have fallen back in 2009 due to the current economic environment which puts a strain on funding our capital resources. We have seen less discretionary spending on corporate marketing merchandise and reduced small business sales. This is the most material trend we have seen in 2008. Otherwise there are no other known material trends, favorable or unfavorable, in our capital resource requirements. Additionally, 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: In the three month period ended March 31, 2009 working Capital decreased by $4,900, or 11%, to $44,125 versus December 31, 2008. This reduction is primarily due to an increase in current liabilities of 16%, or $8,800, driven by an increase in accounts payable/accrued expenses as the Company has stretched its payment days to approximately 104 days to offset the reduction in sales (reduced operating cash flow). This increase in current liabilities was partially off-set by a 37%, or $3,900, increase in current assets due to an increase in cash and accounts receivable. As the economy begins to rebound the Company expects sales to improve and its payment days to fall back below 60 days.
STOCKHOLDER’S EQUITY: Stockholder’s Equity changed by $6,800 or 35% in the three month period ended March 31, 2009 versus December 31, 2008 due to the net loss in the three month ended March 31, 2009. The loss is mainly due to the reduction of revenue and the increased professional fees. Please see the section on ‘Material Changes in Results of Operations’ that discusses in more detail the reasons for the loss.
GOING CONCERN: The Company has minimal operations and has negative working capital of approximately $44,100 and $39,300 as of March 31, 2009 and December 31, 2008, respectively. Because of this negative working capital and limited operating history and limited operations, the Company may require additional working capital to survive. The Company intends to raise additional working capital either through private placements or bank loans or sale of common stock, or both. There are no assurances that the Company will be able to either 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.
UNUSUAL EVENTS: There were no other unusual or infrequent events or transactions that materially affected the amount of reported income from operations. However significant economic changes that materially affected operations was the impact of the recession. We have seen a significant decrease in corporate business merchandising as two customers accounted for a reduction in sales of $10,700 in the three month period ended March 31, 2009 vs. the same period in 2008. Using our fully costed contribution margin from 2008 of 75%, the reduced sales unfavorably impacted profitability by approximately $8,000 (this was offset by some new customer additions that netted the impact to about $6,500).
Material Changes in Results of Operations
As of March 31, 2009, our cash balance was $2,242.
Three Months Ended March 31, 2009 and March 31,2008
REVENUE: Our sales for the three months ended March 31, 2009 were $14,776 compared to $23,462 for the same three months ended March 31, 2008. The decline is attributed to the slowing economy that started in the fourth quarter of 2008 and continued through the first quarter of 2009. This decline has been predominately in our corporate merchandising business and two corporate customers totaled a reduction of $10,700 year-over-year. New customer accounts netted about $2,000 in additional revenue resulting in a net reduction in revenue of about $8,600.
OPERATING EXPENSES: Operating expenses, exclusive of depreciation expense of $3,817 and $3,292, were $15,607 and 23,650 for the three month periods ended March 31, 2009 and 2008 respectively. With the reduced revenue the Company implemented cost reductions with the President leading the way by reducing his own contract compensation by $5,000 (from $9,300 to $4,300), reduced contract services of $3,000 and cutting back on all sundry expenses by $2,000. This was partially offset by an increase in professional fees of $2,100.
NET LOSS: The Net Loss was reduced from -$9,061 to -$6,771. The main drive behind the reduction in the net loss was the reduction of operating expenses as discussed above as revenue reduced $8,600. The impact of the revenue reduction on net income/loss was approximately $6,500 and was offset by the reduction in operating expenses of $8,000 resulting in a favorable net change of about $1,500. Reduced cost of sales as a percent of sales resulted in additional savings of about $700. These savings were realized as suppliers also were feeling the impact of the recession and offered attractive cost savings on purchases.
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Twelve Months Ended December 31, 2008 and the period September 12, 2007 (inception) to December 31, 2007
REVENUE: Our sales for the twelve months ended December 31, 2008 were $78,303 resulting in a net loss of $44,780. Our sales for the period from September 12, 2007 (inception) to December 31, 2007 were $13,801, resulting in a net profit of $847.
OPERATING EXPENSES: Operating expenses, exclusive of depreciation expense of $13,169, were $89,972 for the twelve months ended December 31, 2008. Operating expenses, exclusive of depreciation expense of $833, were $10,317 for the period September 12, 2007 (inception) to December 31, 2007. The drivers behind the expenses are: Twelve months ended December 31, 2008 – Contract service payments to the President of $41,200, rent of $12,000, professional fees related to our filings (audit, legal, edgarizing) of $9,400, third party contract services of $10,000, auto and truck expenses of $6,400 and insurance expense of $5,900. September 12, 2007 (inception) to December 31, 2007 – Contract service payments to the President of $7,330, rent of $800 and office expenses of $1,500.
NET LOSS: The loss in 2008 is attributable to the high cost of contract services ($10,000) which will be reduced with the proceeds of this offering. These contract service costs will be reduced in that we will not have to outsource our production services but rather will acquire the necessary equipment to produce product in-house. Additionally, once the filing process is complete, we will not have the cost of the filing fees and associated costs ($5,000).
Plan of Operations
The plan of operations for the 12 months following the commencement of this offering will include the continued growth plan of the Company and will concentrate in three areas:
| 1. | Organic growth through existing customers |
| 2. | New markets |
| 3. | New customers |
Organic growth through existing customers: From September 13, 2007 (inception) to December 31, 2007 our sales were $13,801, an annualized rate of $47,300 compared to our sales for the twelve month period ending December 31, 2008 of $78,303, a growth rate of 65%. Although we do not expect this growth rate to continue, especially in the current economic climate, we forecast organic growth from existing customers to remain in double figures (as a percent of sales) for the first 12 months of operations after approval of this filing. First quarter sales in 2009 were $14,776, an annualized rate of $59,100, or a reduction of 24% versus 2008 but still an increase of 25% over the annualized 2007 number. This result, although impacted by the economy, stresses the importance for the Company to raise capital to acquire the necessary equipment to improve efficiencies and bring production in-house This enables the Company to bid on larger jobs and more competitive pricing. There are no current significant seasonal trends in our business that will impact our business quarter-to-quarter.
New Markets: We will explore and review all opportunities to acquiring state of the art apparel printers and developing and launching our shopping and ordering web site “Just 1 Tee”. By investing in new equipment combined with our web-site we will reach new geographies and will be able to service customer projects that we are currently unable to service.
New Customers: Through increased marketing and advertising dollars we expect to reach new customers that have not yet heard of us and gain new customers, both similar to what we currently service, as well as those mentioned above in new markets. Marketing and advertising costs will be determined by the amount raised in the initial offering. If the maximum amount of $500,000 is raised, these costs are projected to total $18,000 in the first 12 months of operation. As previously mentioned, advertising costs will include targeted internet advertising, printed trade periodicals, and the solicitation of large corporate accounts through the leveraging our President’s industry contacts through ASI (Advertising Specialty Institute), PPAI (Promotional Products Association International) and networking that he has developed over the past 14 years while being involved in the promotional products industry. If the minimum amount is raised in this offering, in the first 12 months of operation, a minimum amount of money will be spent on advertising.
The Company plans to further enhance its software offerings and upgrading to state of the art best in class printing equipment. If the maximum amount is raised in this offering software development (web site development) will approximate $75,000. If the minimum amount is raised, this expense will approximate $9,000.
Generating Sufficient Revenue:
The Company plans to generate sufficient revenue by expanding and developing its product line, and increasing market penetration.
Financing Needs:
Our cash flows since inception have been adequate to support on-going operations. As noted above, the Company's initial financing needs can and will be met even if the minimum offering amount is raised. We believe that by raising the minimum amount of funds in this offering we will have sufficient funds to cash flow our growth plans for a minimum of twelve months.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have retained the same accountant as our independent certified public accountant since our inception. We have had no disagreements with them on accounting and disclosure issues.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The directors and officers of the Company, their ages and principal positions are as follows:
| William Lewis | 53 | Sole Director, Chief Executive Officer, President; Secretary, Treasurer, Chief Financial Officer and Chief Accounting Officer |
Background of Directors and Executive Officers:
William Lewis.
After graduating from high school in 1972, Mr. Lewis studied architecture and graphic design at Ohio State University for three years before continuing his education at Texas Central College, earning an associate degree in criminal justice. Those studies led him to become a police officer. For the fourteen years prior to starting Hall Tees, Inc. Mr. Lewis had a print and promotional advertising company named Hallelujah T’s, which was dissolved in 2007 because of a lack of capital. As President of Hall Tees, Inc. he works six days a week and spends approximately eight hours on any given day on Hall Tees, Inc. affairs.
Mr. Lewis is a member and supporter of ASI (Advertising Specialty Institute) and PPAI (Promotional Products Association International). Through these two entities, over 80% of the promotional advertising products are sourced and sold (please see description of business).
REMUNERATION OF DIRECTORS AND OFFICERS
Our sole officer and director received the following compensation for the years of 2007, 2008 and year-to-for the three month period ended March 31, 2009. He has no employment contract with the company but he does have an independent contractor agreement. He does not have any option agreements or performance agreements.
| Year | Salary | Bonus | Options | Other | Total | |
| William Lewis, President, Secretary and Treasurer | 2007 | $ 7,330 | 0 | 0 | 0 | $ 7,330 |
| William Lewis, President, Secretary and Treasurer | 2008 | $ 41,261 | 0 | 0 | 0 | $ 41,261 |
| William Lewis, President, Secretary and Treasurer | 2009 | $ 4,300 | 0 | 0 | 0 | $ 4,300 |
As of the date of this offering, our sole officer is our only employee. We have no plans to pay remuneration to any other officer in or associated with our company. When we have funds and/or revenue, our board of directors will determine any other remuneration at that time.
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In September 2007, we exchanged 7,000,000 shares of common stock for 100% of the membership interests of Hall Tees & Promotions, LLC, which was a newly formed LLC with $70,000 of equipment. In this transaction, the president of the Company received 6,450,000 shares of common stock for much of the equipment which he owned.
The President and a Stockholder of the Company has advanced the Company $28,647 and $29,701 as of March 31, 2009 and December 31, 2008, respectively, for working capital. No interest is paid on this advance.
Under a contract with the Company beginning November 6, 2007 and ending December 31, 2009, the President provides general management services to the Company for up to $4,000 per month. Expense incurred under this contract totaled $4,300 and $41,261 for the three month period ended March 31, 2009 and the year ended December 31, 2008, respectively.
As of the date of this filing, there are no other agreements or proposed transactions, whether direct or indirect, with anyone, but more particularly with any of the following:
* a director or officer of the issuer;
* any principal security holder;
* any promoter of the issuer;
* any relative or spouse, or relative of such spouse, of the above referenced persons.
PRINCIPAL SHAREHOLDERS
The following table lists the officers, directors and stockholders who, at the date hereof, own of record or beneficially, directly or indirectly, more than 5% of the outstanding common stock, and all officers and directors of the Company:
Title / relationship to issuer | Name of Owner | Amount Owned Before the offering | Percent | Amount Owned After the offering | Percent | |||||
| President, Secretary and Director | William Lewis 7405 Armstrong Rowlett, Texas 75087 | 6,450,000 | 92.14% | |||||||
| Minimum | 6,450,000 | 90.21% | ||||||||
| Maximum | 6,450,000 | 80.63% | ||||||||
No options, warrants or rights have been issued by the Company.
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DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our bylaws provide that the liability of our officers and directors for monetary damages shall be eliminated to the fullest extent permissible under Delaware Law, which includes elimination of liability for monetary damages for defense of civil or criminal actions. The provision does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.
The position of the U.S. Securities & Exchange Commission under the Securities Act of 1933:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
We have no underwriting agreement and therefore no provision for indemnification of officers and directors is made in an underwriting by a broker dealer.
TRANSFER AGENT
We will serve as our own transfer agent and registrar for the common stock until such time as this registration is effective and we sell the minimum offering, then we intend to retain Signature Stock Transfer, Inc., 2301 Ohio Drive, Suite 100, Plano, Texas 75093.
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| HALL TEES, INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| MARCH 31, 2009 AND DECEMBER 31, 2008 | ||||||||
| ASSETS | As of March 31, 2009 (Unaudited) | As of December 31, 2008 (Audited) | ||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | 2,242 | $ | 668 | ||||
| Accounts Receivable (net of allowance of $6,864 and $6,864) | 8,411 | 6,053 | ||||||
| Total Current Assets | 10,653 | 6,721 | ||||||
| Fixed Assets – Net of Accumulated Depreciation | 79,046 | 82,863 | ||||||
| Prepaid Expenses | 446 | 0 | ||||||
| TOTAL ASSETS | $ | 90,145 | $ | 89,584 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | 16,957 | $ | 10,249 | ||||
| Accrued Expenses | 3,330 | 191 | ||||||
| Advances from Stockholder | 28,647 | 29,701 | ||||||
| Current Portion of Long-Term Liabilities | 5,844 | 5,844 | ||||||
| Total Current Liabilities | 54,778 | 45,985 | ||||||
| Long Term Liabilities | ||||||||
| Capitalized Lease Obligation | 21,915 | 23,376 | ||||||
| Less: Current Portion | (5,844 | ) | (5,844 | ) | ||||
| Total Long-Term Liabilities | 16,071 | 17,532 | ||||||
| TOTAL LIABILITIES | 70,849 | 63,517 | ||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $0.001 par value, 25,000,000 authorized, | ||||||||
| -0- issued and outstanding | ||||||||
| Common stock, $0.001 par value, 50,000,000 authorized, | ||||||||
| 7,000,000 issued and outstanding | 7,000 | 7,000 | ||||||
| Additional paid-in-capital | 63,000 | 63,000 | ||||||
| Retained Earnings (Deficit) | (50,704 | ) | (43,933 | ) | ||||
| Total Stockholders’ Equity | 19,296 | 26,067 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 90,145 | $ | 89,584 | ||||
| The accompanying notes are an integral part of these financial statements | ||||||||
F-1
| HALL TEES, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2009 and 2008 (Unaudited) | ||||||||
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2009 | March 31, 2008 | |||||||
| REVENUES | $ | 14,776 | $ | 23,462 | ||||
| COST OF SALES | 1,598 | 4,969 | ||||||
| GROSS PROFIT | 13,178 | 18,493 | ||||||
| OPERATING EXPENSES | ||||||||
| Depreciation | 3,817 | 3,292 | ||||||
| Selling and Advertising Expenses | 0 | 221 | ||||||
| Other General Expenses | 15,607 | 23,429 | ||||||
| Total Operating Expenses | 19,424 | 26,942 | ||||||
| NET OPERATING INCOME (LOSS) | (6,246 | ) | (8,449 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest Income | 0 | 13 | ||||||
| Interest Expense | (525 | ) | (625 | ) | ||||
| Total Other Income (Expense) | (525 | ) | (612 | ) | ||||
| Provision for Income Taxes | 0 | 0 | ||||||
| Net Income (Loss) | $ | (6,771 | ) | $ | (9,061 | ) | ||
| Basic and diluted weighted average shares outstanding | 7,000,000 | 7,000,000 | ||||||
| Basic and diluted net income (loss) per share | $ | (0.00 | ) | $ | 0.00 | |||
| See accompanying summary of accounting policies and notes to consolidated financial statements. | ||||||||
F-2
| HALL TEES, INC. | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | ||||||||||||||||||||
| FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2008 AND FOR THE THREE MONTHS ENDED MARCH 31, 2009 | ||||||||||||||||||||
| Additional | ||||||||||||||||||||
| Common | Common | Paid In | Retained | |||||||||||||||||
| Shares | Amount | Capital | Earnings (Deficit) | Totals | ||||||||||||||||
| Balances: December 31, 2007 | 7,000,000 | $ | 7,000 | $ | 63,000 | $ | 847 | $ | 70,847 | |||||||||||
| Net Loss | - | - | - | (44,780 | ) | (44,780 | ) | |||||||||||||
| Balances: December 31, 2008 | 7,000,000 | $ | 7,000 | $ | 63,000 | $ | (43,933 | ) | $ | 26,067 | ||||||||||
| Net Loss | - | - | - | (6,771 | ) | (6,771 | ) | |||||||||||||
| Balances: March 31, 2009 | 7,000,000 | $ | 7,000 | $ | 63,000 | $ | (50,704 | ) | $ | 19,296 | ||||||||||
| See accompanying summary of accounting policies and notes to consolidated financial statements. | ||||||||||||||||||||
F-3
| HALL TEES, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2009 and 2008 (Unaudited) | ||||||||
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2009 | March 31, 2008 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (Loss) | $ | (6,771 | ) | $ | (9,061 | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| used by operating activities: | ||||||||
| Depreciation | 3,817 | 3,292 | ||||||
| Bad Debt Expense | 0 | 0 | ||||||
| Changes in assets and liabilities: | ||||||||
| Increase in Accounts Receivable | (2,358 | ) | (5,867 | ) | ||||
| Increase in Other Assets | (446 | ) | (150 | ) | ||||
| Increase in Accounts Payable | 6,708 | 4,300 | ||||||
| Increase in Accrued Expenses | 3,139 | 40 | ||||||
| NET CASH FROM (USED IN) OPERATING ACTIVITIES | 4,089 | (7,446 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Capitalized Lease Payments | (1,461 | ) | (348 | ) | ||||
| Payments to Stockholder | (1,054 | ) | (308 | ) | ||||
| NET CASH FLOWS FROM FINANCING ACTIVITIES | (2,515 | ) | (656 | ) | ||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,574 | (8,102 | ) | |||||
| CASH AND CASH EQUIALENTS AT BEGINNING OF PERIOD | 668 | 13,711 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 2,242 | $ | 5,609 | ||||
| SUPPLEMENTAL DISCLOSURES | ||||||||
| Cash Paid During the Period for Interest Expense | $ | 525 | $ | 625 | ||||
| Capitalized Lease Obligation | $ | 0 | $ | 29,220 | ||||
| See accompanying summary of accounting policies and notes to consolidated financial statements. | ||||||||
HALL TEES, INC.
Notes to the Consolidated Financial Statements
March 31, 2009
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 Financial Statements:
The accompanying unaudited interim 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 financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to make the financial statements not misleading, and 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 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. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.
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.
F-4
Basis of Presentation:
The Company prepares its financial statements on the accrual basis of accounting.
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.
Accounts Receivable:
Accounts receivable are carried at their face amount, less an allowance for doubtful accounts. On a periodic basis, the Company evaluates accounts receivable 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 and the balances at March 31, 2009 and 2008 respectively were $6,563 and $6,864, therefore no change was made to the allowance. Allowances for Doubtful Accounts totaled $6,864 at March 31, 2009 and December 31, 2008. Write offs are recorded at a time when a customer receivable is deemed uncollectible.
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 five to seven years. Leases that meet the requirements of SFAS No. 13 are capitalized and included in fixed assets.
Revenue Recognition:
The Company recognizes revenue in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements." 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 buyer, which is generally upon shipment or at the time the service is provided; |
| · | The price is fixed and determinable; and |
| · | Collectibility 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).
F-5
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Recently Issued 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. Please see the Company’s December 31, 2008 audited financial statements and footnote disclosures.
NOTE 2 – FIXED ASSETS
Fixed assets at March 31, 2009 and December 31, 2008 are as follows:
| March 31, 2009 | December 31, 2008 | |||||||
| Furniture & Equipment | $ | 70,000 | $ | 70,000 | ||||
| Capitalized Leases | 29,220 | 29,220 | ||||||
| Gross Fixed Assets | 99,220 | 99,220 | ||||||
| Less: Accumulated Depreciation | (20,174 | ) | (16,357 | ) | ||||
| Net Fixed Assets | $ | 79,046 | $ | 82,863 | ||||
Depreciation expense for the three months ended March 31, 2009 and 2008, were $3,817 and $3,292, respectively.
NOTE 3 – CAPITALIZED AND OPERATING LEASES
The Company entered into a capitalized lease obligation during 2008 for a total of $29,220. Payments of $487 including principal and interest at 12% are due monthly through December 2011.
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 and $12,000 for the three months ended March 31, 2009 and the year ended December 31, 2008, respectively.
NOTE 4 – COMMON STOCK
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, 2009 and December 31, 2008, 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, 2009 and December 31, 2008, there were 7,000,000 shares outstanding.
F-6
NOTE 5 – INCOME TAXES
The Company has adopted SFAS No. 109, 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 realized.
Deferred tax assets at March 31, 2009 and December 31, 2008 consisted of the following:
| 2009 | 2008 | |||||||
| Total deferred tax assets | $ | 12,676 | $ | 11,583 | ||||
| Less: Valuation Allowance | (12,676 | ) | (11,583 | ) | ||||
| Net Deferred Tax Asset | $ | 0 | $ | 0 | ||||
The net deferred tax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carry-forward is approximately $50,700 at March 31, 2009 and $43,930 at December 31, 2008, and will expire in the years 2025 through 2029.
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 2009 and 2008 is attributable to the valuation allowance.
The realization of deferred tax benefits is contingent upon future earnings and is fully reserved at March 31, 2009 and December 31, 2008.
NOTE 6– RELATED PARTY TRANSACTIONS
The President and a Stockholder of the Company has advanced the Company $28,647 and $29,701 as of March 31, 2009 and December 31, 2008, respectively, for working capital. No interest is paid on this advance.
Under a contract with the Company beginning November 6, 2007 and ending December 31, 2009, the President provides general management services to the Company for $3,000 to $4,000 per month. Expense incurred under this contract totaled $4,300 and $41,261 for the three month period ended March 31, 2009 and the year ended December 31, 2008, respectively.
F-7
NOTE 7– FINANCIAL CONDITION AND GOING CONCERN
The Company has minimal operations and has negative working capital of approximately $44,100 and $39,300 as of March 31, 2009 and December 31, 2008, respectively. Because of this negative working capital and limited operating history and limited operations, the Company may require additional working capital to survive. The Company intends to raise additional working capital either through private placements or bank loans or sale of common stock. There are no assurances that the Company will be able to either 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.
F-8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Hall Tees, Inc.
We have audited the accompanying consolidated balance sheets of Hall Tees, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. Hall Tees, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hall Tees, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the consolidated financial statements, the Company's minimal operations and negative working capital raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Rotenberg & Co., LLP
Rotenberg & Co., LLP
Rochester, New York
March 31, 2009
F-9
HALL TEES, INC. CONSOLIDATED BALANCE SHEETS |
| ASSETS | As of December 31, 2008 | As of December 31, 2007 | ||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | 668 | $ | 13,711 | ||||
| Accounts Receivable (net of allowance of $6,864 and $0) | 6,053 | 3,058 | ||||||
| Total Current Assets | 6,721 | 16,769 | ||||||
| Fixed Assets – Net of Accumulated Depreciation | 82,863 | 69,167 | ||||||
| TOTAL ASSETS | $ | 89,584 | $ | 85,936 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | 10,249 | $ | 694 | ||||
| Accrued Expenses | 191 | 116 | ||||||
| Advances from Stockholder | 29,701 | 14,279 | ||||||
| Current Portion of Long-Term Liabilities | 5,844 | 0 | ||||||
| Total Current Liabilities | 45,985 | 15,089 | ||||||
| Long Term Liabilities | ||||||||
| Capitalized Lease Obligation | 23,376 | 0 | ||||||
| Less: Current Portion | (5,844 | ) | 0 | |||||
| Total Long-Term Liabilities | 17,532 | 0 | ||||||
| TOTAL LIABILITIES | 63,517 | 15,089 | ||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $0.001 par value, 25,000,000 authorized, | ||||||||
| -0- issued and outstanding | - | |||||||
| Common stock, $0.001 par value, 50,000,000 authorized, | ||||||||
| 7,000,000 issued and outstanding | 7,000 | 7,000 | ||||||
| Additional paid-in-capital | 63,000 | 63,000 | ||||||
| Retained Earnings (Deficit) | (43,933 | ) | 847 | |||||
| Total Stockholders’ Equity | 26,067 | 70,847 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 89,584 | $ | 85,936 | ||||
| The accompanying notes are an integral part of these financial statements | ||||||||
F-10
| HALL TEES, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| Year Ended | Year Ended | |||||||
| December 31, 2008 | December 31, 2007 | |||||||
| REVENUES | $ | 78,303 | $ | 13,801 | ||||
| COST OF SALES | 17,603 | 1,810 | ||||||
| GROSS PROFIT | 60,700 | 11,991 | ||||||
| OPERATING EXPENSES | ||||||||
| Depreciation | 15,524 | 833 | ||||||
| Selling and Advertising Expenses | 9,675 | 0 | ||||||
| Other General Expenses | 77,942 | 10,317 | ||||||
| Total Operating Expenses | 103,141 | 11,150 | ||||||
| NET OPERATING INCOME (LOSS) | (42,441 | ) | 841 | |||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest Income | 15 | 14 | ||||||
| Interest Expense | (2,354 | ) | 0 | |||||
| Total Other Income (Expense) | (2,339 | ) | 14 | |||||
| Provision for Income Taxes | 0 | (8 | ) | |||||
| Net Income (Loss) | $ | (44,780 | ) | $ | 847 | |||
| Basic and diluted weighted average shares outstanding | 7,000,000 | 6,872,727 | ||||||
| Basic and diluted net income (loss) per share | $ | (0.01 | ) | $ | 0.00 | |||
| See accompanying summary of accounting policies and notes to consolidated financial statements. | ||||||||
F-11
| HALL TEES, INC. | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | ||||||||||||||||||||
| Period from September 13, 2007 (date of inception) to December 31, 2007 and For the Year Ended December 31, 2008 | ||||||||||||||||||||
| Additional | Retained Earnings (Deficit) | |||||||||||||||||||
| Common | Common | Paid In | ||||||||||||||||||
| Shares | Amount | Capital | Totals | |||||||||||||||||
| Balances: September 13, 2007 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
| Issuance of Common Stock for Assets | 7,000,000 | 7,000 | 63,000 | 70,000 | ||||||||||||||||
| Net Income | - | - | - | 847 | 847 | |||||||||||||||
| Balances: December 31, 2007 | 7,000,000 | $ | 7,000 | $ | 63,000 | $ | 847 | $ | 70,847 | |||||||||||
| Net Loss | - | - | - | (44,780 | ) | (44,780 | ) | |||||||||||||
| Balances: December 31, 2008 | 7,000,000 | $ | 7,000 | $ | 63,000 | $ | (43,933 | ) | $ | 26,067 | ||||||||||
| See accompanying summary of accounting policies and notes to consolidated financial statements. | ||||||||||||||||||||
F-12
| HALL TEES, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| Year Ended | Year Ended | |||||||
| December 31, 2008 | December 31, 2007 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (Loss) | $ | (44,780 | ) | $ | 847 | |||
| Adjustments to reconcile net loss to net cash | ||||||||
| used by operating activities: | ||||||||
| Depreciation | 15,524 | 833 | ||||||
| Bad Debt Expense | 6,864 | 0 | ||||||
| Changes in assets and liabilities: | ||||||||
| Increase in Accounts Receivable | (9,859 | ) | (3,058 | ) | ||||
| Increase in Accounts Payable | 9,555 | 694 | ||||||
| Increase in Accrued Expenses | 75 | 116 | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (22,621 | ) | (568 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of Fixed Assets | 0 | (14,279 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Capitalized Lease Payments | (5,844 | ) | 0 | |||||
| Borrowings from Stockholder | 15,422 | 14,279 | ||||||
| NET CASH FLOWS FROM FINANCING ACTIVITIES | 9,578 | 14,279 | ||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | (13,043 | ) | 13,711 | |||||
| CASH AND CASH EQUIALENTS AT BEGINNING OF PERIOD | 13,711 | 0 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 668 | $ | 13,711 | ||||
| SUPPLEMENTAL DISCLOSURES | ||||||||
| Cash Paid During the Period for Interest Expense | $ | 2,355 | $ | 0 | ||||
| Capitalized Lease Obligation | $ | 29,220 | $ | 0 | ||||
| Issuance of Common Stock for Fixed Assets | $ | 0 | $ | 70,000 | ||||
| Income taxes paid | $ | 0 | $ | 0 | ||||
| See accompanying summary of accounting policies and notes to consolidated financial statements. | ||||||||
F-13
HALL TEES, INC.
Notes to the Consolidated Financial Statements
December 31, 2008
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.
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. |
Basis of Presentation:
The Company prepares its financial statements on the accrual basis of accounting.
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.
F-14
Accounts Receivable:
Accounts receivable are carried at their face amount, less an allowance for doubtful accounts. On a periodic basis, the Company evaluates accounts receivable 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 $6,864 and $0 at December 31, 2008 and 2007 respectively. Write offs are recorded at a time when a customer receivable is deemed uncollectible.
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 five to seven years. Leases that meet the requirements of SFAS No. 13 are capitalized and included in fixed assets.
Revenue Recognition:
The Company recognizes revenue in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements." 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 buyer, which is generally upon shipment or at the time the service is provided; |
| · | The price is fixed and determinable; and |
| · | Collectibility 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).
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
F-15
NOTE 2 – FIXED ASSETS
Fixed assets at December 31, 2008 and 2007 are as follows:
| December 31, 2008 | December 31, 2007 | |||||||
| Furniture & Equipment | $ | 70,000 | $ | 70,000 | ||||
| Capitalized Leases | 29,220 | 0 | ||||||
| Gross Fixed Assets | 99,220 | 70,000 | ||||||
| Less: Accumulated Depreciation | (16,357 | ) | (833 | ) | ||||
| Net Fixed Assets | $ | 82,863 | $ | 69,167 | ||||
| Depreciation expense for the years ended December 31, 2008 and 2007, were $15,524 and $833, respectively. |
NOTE 3 – CAPITALIZED AND OPERATING LEASES
The Company entered into a capitalized lease obligation during 2008 for a total of $29,220. Payments of $487 including principal and interest at 12% are due monthly through December 2011.
The Company leases a 1,200 square foot warehouse space on a month to month basis for $1,000 per month. Rent expense was $12,000 and $800 for the years ended December 31, 2008 and 2007, respectively.
NOTE 4 – COMMON STOCK
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 December 31, 2008 and 2007, 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 December 31, 2008 and 2007, there were 7,000,000 shares outstanding.
NOTE 5 – INCOME TAXES
The Company has adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109), which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable. Under SFAS No. 109, income tax expense consists of taxes payable for the year and the changes during the year in deferred assets and liabilities. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases and financial reporting bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
F-16
The following table sets forth the significant components of the net deferred tax assets as of December 31, 2008 and 2007:
| December 31, 2008 | December 31, 2007 | |||||||
| Net operating loss carry forward | $ | 43,933 | $ | 0 | ||||
| Total deferred tax assets | 11,583 | 0 | ||||||
| Less: valuation allowance | (11,583 | ) | 0 | |||||
| Net deferred tax assets | $ | - | $ | - | ||||
For the quarter ended December 31, 2008, income taxes were offset by the utilization of a portion of the net operating loss carryforward.
NOTE 6– RELATED PARTY TRANSACTIONS
The President and a Stockholder of the Company has advanced the Company $29,701 and $14,279 as of December 31, 2008 and 2007, respectively, for working capital. No interest is paid on this advance.
Under a contract with the Company beginning November 6, 2007 and ending December 31, 2009, the President provides general management services to the Company for $3,000 to $4,000 per month. Expense incurred under this contract totaled $41,261 and $7,330 for the years ended December 31, 2008 and 2007, respectively.
NOTE 7– FINANCIAL CONDITION AND GOING CONCERN
The Company has minimal operations and has negative working capital of $33,000 and $71,000 as of December 31, 2008 and 2007, respectively. Because of this negative working capital and limited operating history and limited operations, the Company may require additional working capital to survive. The Company intends to raise additional working capital either through private placements or bank loans or sale of common stock. There are no assurances that the Company will be able to either 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 – NEW ACCOUNTING PRONOUNCEMENTS
In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404 (b)”), as amended by SEC Release No. 33-8760 on December 15, 2006. Commencing with the Company’s Annual Report for the year ending December 31, 2008, the Company is required to include a report of management on the Company’s internal control over financial reporting. The internal control report must include a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting for the Company; of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of its year-end and of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.
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In June 2008, the SEC approved a one year extension of the compliance data for smaller public companies to meet the Section 404 (b) auditor attestation requirement of the Sarbanes-Oxley Act regarding the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.
In 2007, the FASB issued the following:
| - | SFAS No. 141(R): (Revised 2007), “Business Combinations” |
| - | SFAS No. 159: “The Fair Value Option for Financial Assets and Financial Liabilities” |
| - | SFAS No. 160: “Noncontrolling Interest in Consolidated Financial Statements” |
In 2008, the FASB issued the following:
| - | SFAS No. 161: “Disclosures about Derivative Instruments and Hedging Activities” |
| - | SFAS No. 162: “The Hierarchy of Generally Accepted Accounting Principles” |
| - | SFAS No. 163: “Accounting for Financial Guarantee Insurance Contracts” |
Management has reviewed these new standards and believes that they have no material impact on the financial statements of the Company.
NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”. (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 was effective for financial assets and liabilities on January 1, 2008. The FASB delayed the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. The adoption of SFAS No. 157 did not have a significant impact on the Company’s financial statements.
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SFAS No. 157’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The Standard classifies these inputs into the following hierarchy:
Level 1 Inputs – Quoted prices for identical instruments in active markets.
Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with primarily unobservable value drivers.
The Company had one Level 3 input. Advances from stockholder totaled $29,701 and $14,279 at December 31, 2008 and 2007, respectively. Due to the short maturity of these obligations (all less than two years), the carrying value of these notes approximates the fair value in all material respects.
As of December 31, 2008, the Company did not have any other financial instruments.
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No dealer, salesman or any other person has been authorized to give any quotation or to make any representations in connection with the offering described herein, other than those contained in this Prospectus. If given or made, such other information or representation'; must not he relied upon as having been authorized by the Company or by any Underwriter. This Prospectus does not constitute an offer to sell, or a solicitation of an otter to buy any securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
TABLE OF CONTENTS
| Prospectus Summary | 4 | |
| Corporate Information | 4 | |
| Summary Financial Data | 4 | |
| Risk Factors | 5 | |
| Forward Looking Statements | 7 | |
| Dilution | 9 | |
| Use of Proceeds | 8 | |
| Plan of Distribution | 11 | |
| Description of Business | 12 | |
| Management’s Discussion and Plan of Operations | 16 | |
| Description of Property | 16 | |
| Director’s, Executive Officers and Significant Employees | 19 | |
| Remuneration of Officers and Directors | 19 | |
| Interest of Management and Others in Certain Transactions | 20 | |
| Principal Shareholders | 20 | |
| Significant Parties | 20 | |
| Securities Being Offered | 20 | |
| Relationship with Issuer of Experts Named in Registration Statement | 20 | |
| Legal Proceedings | 20 | |
| Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 20 | |
| Disclosure of Commission Position of Indemnification for Securities Act Liabilities | 21 | |
| Legal Matters | 21 | |
| Experts | 21 | |
| Dividend Policy | 21 | |
| Capitalization | 221 | |
| Transfer Agent | 21 | |
| Financial Statements | F-1 |
Until the 90th day after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Indemnification of Directors and Officers
Our certificate of incorporation provides that the liability of our officers and directors for monetary damages shall be eliminated to the fullest extent permissible under Nevada Revised Statutes, which includes elimination of liability for monetary damages for defense of civil or criminal actions. The provision does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.
Article Nine of our Articles of Incorporation states:
The corporation shall indemnify the directors and officers of the corporation, and of any subsidiary of the corporation, to the full extent provided by the laws of the State of Nevada.
Expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. In addition, the corporation may advance expenses of such nature on any other terms and/or in any other manner authorized by law.
Item 2. Other Expenses of Issuance and Distribution
All expenses, including all allocated general administrative and overhead expenses, related to the offering or the organization of the Company will be borne by the Company.
The following table sets forth a reasonable itemized statement of all anticipated out-of-pocket and overhead expenses (subject to future contingencies) to be incurred in connection with the distribution of the securities being registered, reflecting the minimum and maximum subscription amounts.
| Minimum | Maximum | |||||||
SEC Filing Fee | $ | 64 | $ | 64 | ||||
Printing and Engraving Expenses | 1,000 | 5,000 | ||||||
Legal Fees and Expenses | 2,500 | 15,500 | ||||||
Edgar Fees | 2,800 | 2,800 | ||||||
Accounting Fees and Expenses | 3,000 | 3,000 | ||||||
Blue Sky Fees and Expenses | 4,500 | 7,000 | ||||||
Miscellaneous | 2,905 | 405 | ||||||
TOTAL | $ | 16,769 | $ | 33,769 | ||||
As more shares are sold, we anticipate legal fees to increase due to the likelihood of investors being from other states which could result in state blue sky securities filings. Although our legal fees are not contingent on the number of shares sold, it is likely that the legal fees will increase as our attorney will charge us for these filings. Also, as more shares are sold, our printing expenses will increase.
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Item 3. Undertakings
| 1(a) | Rule 415 Offering. If the small business issuer is registering securities under Rule 415 of the Securities Act (230.415 of this chapter), that the small business issuer will: |
(1) File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities Act; and
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) Include any additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to his registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (230.424 of this chapter); |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser. |
Registrant hereby undertakes to request acceleration of the effective date of the registration statement under Rule 461 of the Securities Act:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter ahs been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed by the Securities Act and will be governed by the final adjudication of such issue.
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1(b) If the small business issuer is subject to Rule 430C, for the purpose of determining liability to any purchaser, the small business issuer will:
For each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Item 4. Unregistered Securities Issued or Sold Within One Year
In September 2007, the Company issued 7,000,000 shares of common stock in exchange for 100 % of the outstanding common stock of Hall Tees, LLC, a Texas corporation established in 2007. Of the 7,000,000 shares issued, the President received 6,450,000 shares and two other investors received 250,000 and 300,000, each receiving their stock for their respective ownership in Hall Tees, LLC, the Texas corporation. At the date of exchange, the equity received for these shares was $70,000. This stock was issued under the exemption under the Securities Act of 1933, section 4(2); this section states that transactions by an issuer not involving any public offering is an exempted transaction. The company relied upon this exemption because in a private transaction in September 2007, the shareholders of a private corporation received their respective shares for their ownership of Hall Tees, LLC which they received for equity in that company of $70,000. The certificates evidencing the securities bear legends stating that the shares may not be offered, sold or otherwise transferred other than pursuant to an effective registration statement under the Securities Act, or an exemption from such registration requirements.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form SB-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Rowlett, State of Texas, on July 29 , 2009.
| Hall Tees, Inc. | |||
| By: /s/ WilliamLewis | |||
| William Lewis, President | |||
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, in the capacities and on the dates stated.
| Signature | Title | Date | ||
/s/ William Lewis | President, Secretary, Treasurer, Director | July 29 , 2009 | ||
| William Lewis | ||||
| /s/ William Lewis | Chief Executive Officer | July 29 , 2009 | ||
| William Lewis | ||||
| /s/ William Lewis | Chief Financial Officer | July 29 , 2009 | ||
| William Lewis | ||||
| /s/ William Lewis | Chief Accounting Officer | July 29 , 2009 | ||
| William Lewis |
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Item 5. Exhibit
The following Exhibits are filed as part of the Registration Statement:
| Exhibit No. | Identification of Exhibit | |
2.1* | -Articles of Incorporation | |
2.4* | -By Laws | |
3.1* | -Specimen Stock Certificate | |
4.1 | -Form of Subscription Agreement | |
| 10.1* | -Combination Agreement | |
| 10.2* | -Loan Agreement | |
| 10.3 | -Consulting Agreement | |
| 10.4 | -Capital Lease Agreement | |
| 22.1 | -Subsidiaries of the Registrant | |
23.1 | -Consent of Rotenberg & Co., LLP, CPA’s | |
23.2* | -Opinion and Consent of The Law Firm of J Hamilton McMenamy, P.C. |
* Filed previously
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