As filed with the Securities and Exchange Commission
on May 11, 2022
Registration No. 333-259622
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment Number 1 to
FORM S-1
PRE-EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
| AUTO PARTS 4LESS GROUP, INC. |
| (Exact name of Registrant as specified in its charter) |
| Nevada |
|
7389 |
|
90-1494949 |
| Incorporation |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
| or organization) |
|
Classification Code Number) |
|
Identification Number) |
| Incorp Services, Inc. |
| 2360 Corporate Circle, Suite 400 |
| Henderson, Nevada 89074 |
| (702) 866-2500 |
| (Name, address, telephone number of agent for service) |
| |
| 106 W. Mayflower |
| Las Vegas, Nevada 89030 |
| (702) 267-6100 |
| (Address and Telephone Number of Registrant’s Principal |
| Executive Offices and Principal Place of Business) |
Communication Copies to:
Frederick M. Lehrer, P.A.
Attorney and Counselor at Law
flehrer@securitiesattorney1.com
(561) 706-7646
Approximate date of proposed sale to the public: As
soon as practicable and from time to time after the effective date of this Registration Statement.
If any of 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, check the following box.
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement 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 statement 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 statement number of the earlier
effective registration statement for the same offering. ☐
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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| (Do not check if a smaller reporting company) |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
relates to the Registration Statement on Form S-1 (File No. 333-259622) of Auto Parts 4Less Group, Inc. (the “Company”) initially
filed with the Securities and Exchange Commission on September 17, 2021 (as amended, the “Registration Statement”), pertaining
to the registration of up to 993,736 shares of common stock, which consists of: (a) 596,242 shares of Common Stock, which may be offered
by Selling Stockholder Labrys Fund, LP; and (b) 397,494 shares of Common Stock, which may be offered by Selling Stockholder Fourth Man,
LLC.
On May 11, 2022, the Company has terminated any and
all offerings of its securities pursuant to the Registration Statement. Accordingly, pursuant to undertakings contained in the Registration
Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold
at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to remove from registration any and all
securities of the Company registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirement of the Securities Act
of 1933, as amended, the registrant has duly caused this registration statement on Form S-1, Post-Effective Amendment Number 1, to be
signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, Nevada on May 11, 2022.
| By: |
/s/ Tim Armes |
| |
Tim Armes
Chief Executive Officer
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer) |
In accordance with the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons on behalf of the Company in the capacities and on the
dates indicated.
| By: |
/s/ Tim Armes |
| |
Tim Armes, Director |
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