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On May 9, 2022, we filed our Form 10-K for our fiscal year ending January 31, 2022 (the "10-K"). We are filing herein Amendment Number 1 to the 10-K, the only change of which is filing Exhibit 23.1 herein from L J Soldinger Associates, LLC, Deer Park, Illinois, PCAOB Audit ID # 00318.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2022
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________________
to _________________________
Commission file number: 333-152444
AUTO PARTS 4LESS GROUP, INC.
FORMERLY THE 4LESS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
90-1494749 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
| 106 W. Mayflower, Las Vegas, NV |
|
89030 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: 702-267-6100
Securities registered pursuant to Section 12(b) of
the Act: None
Securities registered pursuant to Section 12(g) of
the Act:
| Title of Each Class of Stock |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
FLES |
Other OTC |
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes [ ] No
[X]
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No
[X]
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 Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No
[ ]
Indicate by check mark whether the registrant has
submitted electronically on its corporate Website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
Yes [X] No
[ ]
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large Accelerated filer |
[ ] |
Accelerated filer |
[ ] |
| |
|
|
|
|
| |
Non-Accelerated filer |
[X] |
Smaller reporting company |
[X] |
| |
|
|
|
|
| |
|
|
Emerging Growth Company |
[ ] |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No
[X]
The aggregate market value of common stock, par value
$0.000001 per share, held by non-affiliates of the registrant, based on the average bid and asked prices of the common stock on July 31,
2021 (the last business day of the registrant’s most recently completed second quarter) was approximately $5,910,053.
Number of common shares outstanding at April 25, 2022:
1,447,555
EXPLANATORY NOTE
On
May 9, 2022, we filed our Form 10-K for our fiscal year ending January 31, 2022 (the “10-K”). We are filing herein Amendment
Number 1 to the 10-K, the only change of which is filing Exhibit 23.1 herein from L J Soldinger Associates, LLC, Deer Park, Illinois, PCAOB Audit ID # 00318.
PART IV
Item 15. Exhibits and
Financial Statement Schedules.
3. Exhibits
EXHIBIT INDEX
__________
* Filed herewith.
** Previously filed with
original Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
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.
Auto Parts 4Less Group, Inc.
By: /s/ Timothy Armes
Timothy Armes, Chairman (Director), Chief Executive
Officer, President, Secretary and Treasurer
(Principal Executive Officer and Principal Financial/Accounting
Officer)
Date: May 10, 2022
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