SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
[ ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 000-53975
HALL TEES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 26-0875401 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
7405 Armstrong, Rowlett, Texas 75088
(Address of principal executive offices)
(214) 883-0140
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past 12 months and (2) has been subject to such filing requirement for the past 90days Yes [X] No [ ].
Indicate by 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] |
Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes [ ] No [ X ].
Aggregate market value of the voting stock held by non-affiliates of the registrant as of June 17, 2013: $1,757,800
Shares of common stock outstanding at June 17, 2013: 7,755,400
EXPLANATORY NOTE
This Amendment on Form 10-K/A (this “Amendment”) amends Hall Tees Inc.’s (the “Registrant”) Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which the Registrant previously filed with the Securities and Exchange Commission on April 16, 2013 (the “Original Filing”).
This Form 10-K/A amendsITEM12, Security Ownership of Management and Beneficial Owners andITEM 13, Certain Relationships and Related Party Transactions.
The Registrant is filing this Amendment because management was made aware of a deficiency contained within the Original Filing, namely the filing did not fully disclose Beneficial Owners that may have a control relationship or perceived control relationship with the Registrant, nor did the filing disclose related transactions with the Beneficial Owners.
The Registrant has re-submitted certifications:
Except as set forth above, the Original Filing has not been amended, updated or otherwise modified.
The company acknowledges that:
| 2 |
ITEM 12.SECURITY OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS
As of December 31, 2012 the following persons are known to the Company to own 5% or more of the Company's Voting Stock:
| Title / Relationship to Issuer | Name of Beneficial Owner | Number of Shares Owned | Percent of Total |
Chief Executive Officer, Chief Financial Officer, and Director | William Lewis | 6,450,000 | 83.20% |
|
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTION
Yorkdale Capital, LLC advises and assists the President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements for audit. Yorkdale Capital, LLC or its principals are shareholders and invoices the Company reasonable fees for professional services. Yorkdale Capital, LLC or its principals were paid by the Company for professional services $19,750 and $11,490 for the twelve months ended December 31, 2012 and 2011, respectively. In November 2011, a company owned by Charles Smith received shares valued at $25,000 as compensation for services, such shares are included in the amounts reported in the table below.
As of December 31, 2012 the Consultants are known to the Company to own or control the following Voting Stock of the Company:
| Title / Relationship to Issuer | Name of Beneficial Owner | Number of Shares Owned | Percent of Total |
| Consultant – Yorkdale Capital, LLC | Charles Smith | 170,000* | 2.19% |
| Consultant – Yorkdale Capital, LLC | Mark Smith | 256,500** | 3.31% |
* 20,000 of these shares were purchased in the initial public offering of the Company.
** 6,500 of these shares were purchased in the initial public offering of the Company.
| 3 |
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
HALL TEES, INC.
By/s/ William Lewis
William Lewis, President, CFO
Date: June 19, 2013
| 4 |
