0001438901
false
01/31
0001438901
2022-04-26
2022-04-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2022
Auto Parts 4Less Group, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
000-55089 |
90-1494749 |
(State or other jurisdiction
of incorporation) |
(Commission
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
The 4Less Group, Inc.
(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(g) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
FLESD |
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. [_]
Auto Parts 4 Less Group, Inc. is referred to herein
as the “Company”, “we”, “our”, or “us”.
Section 3 – Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security
Holders.
On December 15, 2021, a majority of the shareholders
of the Auto Parts 4Less Group, Inc. f/k/a The 4Less Group, Inc. consented to a Reverse Stock Split of our Common Stock at a ratio within
the range of one (1) share of Common Stock to be issued for each one and a half (1.5) through ten (10) shares of Common Stock currently
held, with such ratio to be determined at the sole discretion of our Board of Directors (the “Board”) , as evidenced in the
Definitive Information Statement Pursuant to Section 14(c) as filed with the SEC on January 6, 2022 (the “Reverse Stock Split”).
On April 6, 2022, our Board unanimously voted that the range of such Reverse Stock Split shall be set at one (1) share of Common Stock
to be issued for each ten (10) shares of Common Stock currently held. Pursuant to such consent and Definitive Information Statement, we
filed a Corporate Action with the Financial Industry Regulatory Authority (“FINRA”) to effectuate such Reverse Stock Split
with OTC Markets. On April 26, 2022, pursuant to notification from FINRA that such Corporate Action was prepared to proceed, we filed
with the Secretary of State for Nevada a Certificate of Change Pursuant to NRS 78.209. Such Certificate of Change Pursuant to NRS 78.209
was approved and stamped by the Secretary of State for Nevada on April 26, 2022.
FINRA notified us that the Corporate Action to effectuate
the Reverse Stock Split was processed, to be announced on OTC Markets on April 27, 2022, and made effective on April 28, 2022. Pursuant
to such announcement, the trading symbol of the Company shall be listed on OTC Markets as “FLESD” for a period of 20 business
days and after such time shall return to “FLES.”
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On June 21, 2021, a majority of the shareholders of
the Auto Parts 4Less Group, Inc. f/k/a The 4Less Group, Inc. (the “Company”) consented to changing our name to “Auto
Parts 4Less Group, Inc.,” as evidenced in the Definitive Information Statement Pursuant to Section 14(c) as filed with the SEC on
July 13, 2021 (the “Name Change”). Pursuant to such consent and Definitive Information Statement, we filed a Corporate Action
with the Financial Industry Regulatory Authority (“FINRA”) to effectuate such Name Change with OTC Markets. Due to unexpected
delays, such Corporate Action through FINRA was combined with the Corporate Action regarding the Reverse Stock Split, described above.
On April 26, 2022, pursuant to notification from FINRA that such Corporate Action was prepared to proceed, we filed with the Secretary
of State for Nevada an Articles of Amendment for the Name Change. Such Articles of Amendment were approved and stamped by the Secretary
of State for Nevada on April 26, 2022.
FINRA notified us that the Corporate Action to effectuate
the Name Change was processed, to be announced on OTC Markets on April 27, 2022, and made effective on April 28, 2022.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
__________
* Filed herein
- 2 -
SIGNATURES
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.
Auto Parts 4Less Group, Inc.
(Registrant)
Date: April 29, 2022
By: /s/ Tim Armes
Name: Tim Armes
Title: Chief Executive Officer
- 3 -
