0001438901 true Amendment No. 1 0001438901 2021-11-18 2021-11-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares




Washington, D.C. 20549



Amendment No. 1



Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)    November 18, 2021


The 4Less Group, Inc.

(Exact name of registrant as specified in its charter)


Nevada 000-55089 90-1494749
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)


106 W. Mayflower, Las Vegas, NV 89030

(Address of principal executive offices)


Registrant’s telephone number, including area code     (702) 267-6100


not applicable

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock FLES OTCQB


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. [_]



The 4Less Group, Inc. is referred to herein as “we”, “our”, or “us”.


Item 8.01 Other Events.




On November 18, 2021, we filed a Form 8-K disclosing that:


“On December 14, 2020, we commenced a Regulation A Offering (SEC File Number 024-11326), which offering we are closing as of today, November 18, 2021; as such we will not accept any further Regulation A investments. We are in the process of assembling the data to complete and file with the SEC a Form 1-Z (Exit Report Under Regulation A), which will contain data under the title “Summary Information Regarding the Use of Proceeds”.


No Form 1-Z Required


We have reviewed applicable statutes and determined that Form 1-Z is not required to be filed with the SEC, notwithstanding that as disclosed in our November 18, 2021 Form 8-K we closed the Regulation Offering as of November 18, 2021.


The information in this Current Report on Form 8-K with respect to Item 8.01 is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein.





Pursuant to 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 hereunto duly authorized.


Dated: November 22, 2021


The 4 Less Group Inc.


By: /s/ Timothy Armes

Timothy Armes

Chief Executive Officer


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