As filed with the Securities and Exchange Commissionon January 20, 2022

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF1933

Copies to:

Approximate date of proposed sale to the public: As soon as practicable after this registration statement is declaredeffective.

If any of the securities being registered on thisForm 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 securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuantto rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuantto Rule 462(d) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earliereffective 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, a smaller reporting company, or an emerging growth company. See definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933 or, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a), may determine.

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The information contained in thisProspectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is declared effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offerto buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED __________, 2022

_______________ Units

Each Unit Consisting of

One Share of Common Stock and

One Common Stock Purchase Warrant to Purchase One Shareof Common Stock

The 4Less Group, Inc.

Public Offering of Units

$25,000,000

This is a firm commitment underwritten public offeringof _______________ units (the “Units”), based on an assumed initial offering price of $______ per Unit, the mid-point of theanticipated price range of the Units, of The 4Less Group , a Nevada corporation (the “Company”, “we”, “us”,“our”). We anticipate a public offering price between $______ and $______ per Unit. Each Unit consists of one share of commonstock, $0.000001 par value per share, and one warrant (each, a “Warrant” and collectively, the “Warrants”) topurchase one share of common stock at an exercise price of $______ per share, constituting 100% of the price of each Unit sold in thisoffering based on an assumed initial offering price of $______ per Unit, the mid-point of the anticipated price range. The Units haveno stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and the Warrants comprisingthe Units are immediately separable and will be issued separately in this offering. Each Warrant offered hereby is immediately exercisableon the date of issuance and will expire five years from the date of issuance.

Prior to this offering, there has not been an activemarket for our common stock and there has been no public market for our Warrants. Our common stock is presently traded on the over-the-countermarket and quoted on the OTCQB market under the symbol “FLES” On January 19, 2022, the last reported sale price of our commonstock was $1.20 per share. We intend to apply to list our common stock and Warrants on the Nasdaq Capital Market (“NASDAQ”)under the symbols “FLEX” and “FLESW,” respectively. No assurance can be given that our common stock and Warrantswill be approved for listing on NASDAQ or that the trading prices of our common stock on the OTCQB market will be indicative of the pricesof our common stock if our common stock were traded on the Nasdaq Capital Market. This offering will occur only if NASDAQ approves thelisting of our common stock and Warrants.

The offering price of the Units will be determinedbetween the underwriter and us at the time of pricing, considering our historical performance and capital structure, prevailing marketconditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent marketprice used throughout this prospectus may not be indicative of the actual public offering price for our common stock and the warrants.

On December 15, 2021, our stockholders approved areverse stock split of our outstanding shares of common stock by a ratio within the range of 1.5-to-1 through 10-to-1, inclusive, to beeffective at the ratio and date to be determined by our Board of Directors. The share and per share information in this prospectus donot reflect such reverse stock split.

Investing in our securities involves a high degreeof risk. See “Risk Factors” beginning on page 11 of this Prospectus. You should carefully consider these risk factors,as well as the information contained in this Prospectus, before you invest.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus.Any representation to the contrary is a criminal offense.

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We have granted a 45 day option to the underwriter,exercisable one or more times in whole or in part, to purchase up to an additional __________ shares of common stock and/or __________additional Warrants (having the same terms as the Warrants included in the Units in the Offering) from us in any combination thereof atthe public offering price per share of common stock and per Warrant, respectively, less, in each case, the underwriting discounts payableby us, solely to cover over-allotments, if any.

The underwriter expects to deliver the securitiesagainst payment to the investors in this Offering on or about _____________, 2022.

Sole Book-Running Manager

Maxim Group LLC

The date of this Prospectus is __________, 2022.

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TABLE OF CONTENTS

You should rely only on the information containedin this Prospectus. We have not, and the underwriter has not, authorized anyone to provide you with additional information or informationdifferent from that contained in this Prospectus. The distribution or possession of this Prospectus in or from certain jurisdictions maybe restricted by law. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so orto any person to whom it is not permitted to make such offer or sale. The information contained in this Prospectus is accurate only asof the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our securities. Our business,financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neitherwe nor the underwriter have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdictionwhere action for that purpose is required, other than in the United States. Persons outside the United States who come into possessionof this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered herebyand the distribution of this prospectus outside of the United States. 

No person is authorized in connection with thisprospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in thisprospectus, other than the information and representations contained in this prospectus. If any other information or representation isgiven or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor the underwriter have done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other thanthe United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distributionof this prospectus

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ABOUT THIS PROSPECTUS

The registration statement on Form S-1 of which thisProspectus (“Prospectus”) forms a part and that we have filed with the Securities and Exchange Commission (“SEC”),includes exhibits that provide more detail of the matters discussed in this Prospectus. You should read this Prospectus and the relatedexhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on information contained in thisProspectus. We have not, and the underwriter has not, authorized anyone to provide you with additional information or information differentfrom that contained in this Prospectus. Neither the delivery of this Prospectus nor the sale of our securities means that the informationcontained in this Prospectus is correct after the date of this Prospectus. This Prospectus is not an offer to sell or the solicitationof an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdictionwhere the offer is not permitted.

For investors outside the United States: Neither wenor the underwriter have taken any action that would permit this Offering or possession or distribution of this Prospectus in any jurisdictionwhere action for that purpose is required, other than in the United States. Persons outside the United States who come into possessionof this Prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered herebyand the distribution of this Prospectus outside of the United States.

The information in this Prospectus is accurate onlyas of the date on the front cover of this Prospectus. Our business, financial condition, results of operations and prospects may havechanged since those dates.

No person is authorized in connection with this Prospectusto give any information or to make any representations about us, the securities offered hereby or any matter discussed in this Prospectus,other than the information and representations contained in this Prospectus. If any other information or representation is given or made,such information or representation may not be relied upon as having been authorized by us.

Neither we nor the underwriter have done anythingthat would permit this Offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose isrequired, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this Offeringand the distribution of this Prospectus.

References to “4Less Group, Inc.”, “FLES”the “Company”, “we”, “us” and “our” mean 4Less Group, Inc. and its consolidated subsidiary,Auto Parts4 Less, Inc., unless the context otherwise requires.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to qualify for the “safe harbor”created by those sections. The words “anticipate,” “believe,” “could,” “estimate,” “expect,”“intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,”“target,” “will,” “would” and similar expressions are intended to identify forward-looking statements,although not all forward-looking statements contain these identifying words. All statements other than statements of historical factscontained in this Prospectus, including among others, the uncertainties associated with the ongoing COVID-19 pandemic, including, butnot limited to uncertainties surrounding the duration of the pandemic, government orders and travel restrictions, and the effect on theglobal economy and consumer spending, statements regarding our strategy, future operations, future financial position, future revenue,projected costs, prospects, opportunities, plans, objectives of management , competitive advantages, and expected market growth are forward-lookingstatements.

Our actual results and the timing of certain eventsmay differ materially from those expressed or implied in such forward-looking statements due to a variety of factors and risks, including,but not limited to, those set forth under “Risk Factors,” those set forth from time to time in our other filings with theSEC.

Although the forward-looking statements containedin this registration statement and the Prospectus forming a part thereof are based upon what management believes to be reasonable assumptionsand there is no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statementsare made as of the date of the registration statement, this Prospectus or as of the date specified in the documents incorporated by referencetherein or herein, as the case may be. The forward-looking statements involve known and unknown risks, uncertainties and other importantfactors that may cause our actual results, performance or achievements to be materially different from any future results, performanceor achievements expressed or implied by the forward-looking statements. You should not rely upon forward-looking statements as predictionsof future events.

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The forward-looking statements in this Prospectusrepresent our views as of the date of this Prospectus. Factors or events that could cause our actual results to differ may emerge fromtime to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-lookingstatement, whether as the result of new information, future events or otherwise, except as required by law.

Industry and Market Data

The registration statement and this Prospectus forminga part thereof, and the documents incorporated by reference herein or therein, as the case may be, contain estimates made, and other statisticaldata published, by independent parties and by us relating to market size and growth and other data about our industry.

This data involves a number of assumptions and limitationsand contains projections and estimates of the future performance of the industries in which we operate that are inherently subject toa high degree of uncertainty and actual events or circumstances may differ materially from events and circumstances reflected in thisinformation. We caution you not to give undue weight to such projections, assumptions and estimates. While we believe that these publications,studies and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that theresults and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

PROSPECTUS SUMMARY

This summary highlights certain information appearingelsewhere in this Prospectus. Because this is only a summary, it does not contain all of the information you should consider before investingin our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information includedelsewhere in this Prospectus. Before you make an investment decision, you should read this entire Prospectus carefully, including thesections of this Prospectus entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Conditionand Results of Operations”, and similar headings. You should also carefully read our financial statements, and the exhibits to theregistration statement of which this Prospectus forms a part. This Prospectus includes forward-looking statements that involve risks anduncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Business Overview

We currently operate three niche e-commerce websitesthrough which we sell auto parts that are directly listed on these websites as well as across marketplace and social media sites, includingthrough online marketplaces and social media platforms, such as Facebook, Instagram, YouTube and Google. These websites are:

We operate these websites as an e-commerce retailerand distributor of auto and truck parts, including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers,and shocks. The e-commerce auto equipment market is composed of two segments, the direct replacement referred to as the “OE”(Original Equipment) market, typically used for automobile repairs, and the after-market automobile parts market, typically for customizationof vehicles. We deal exclusively in the aftermarket.

On August 26, 2021, we launched a beta test version ofwhat we plan to be our flagship website, Autoparts4less.com (which website is expressly not incorporated by reference into this Prospectus).During this beta testing period we plan to make available and market products listed by numerous sellers with a plan to complete our presentvision for autoparts4less.com and become fully operational by May 2022. Autoparts4less.com will be distinguished from our other threewebsites in that it will operate as a streamlined automotive marketplace, as opposed to an e-commerce retailer, with hundreds ofsellers offering both aftermarket and Original Equipment Manufacturer (otherwise known as “OEM”) parts who will be solelyresponsible for shipping, refunds, and inquiries regarding parts.

We have not incorporated by reference into this Prospectus,or the registration statement to which this Prospectus forms a part, the information included on or linked from our websites listed aboveand you should not consider it to be part of this Prospectus or the registration statement.

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Name Change Approval

On June 21, 2021, our Board of Directors (the “Board”)and the majority of our shareholders approved a name change to Auto Parts 4Less Group, Inc. The name change will be finalized upon completionof the notice requirements to non-voting/non-consenting shareholders, filing of an amendment to our Articles of Incorporation to reflectthe new name, notice provided to Financial Industry Regulatory Authority, Inc. (FINRA) of the name change, and approval by FINRA of thename change.

Recent Developments

COVID-19

The global outbreak of COVID-19 has led to severedisruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis..We are subject to risks associated with the COVID-19 pandemic which are contained in page 20 of this Prospectus, however, COVID-19 hasnot yet led to a significant disruption in our business. The COVID-19 pandemic is disrupting businesses and affecting production, supply,and sales across a range of industries, as well as causing volatility in the financial markets. The extent of the impact of the COVID-19pandemic on our customer demand, sales and financial performance will depend on certain developments, including, among other things, theduration and spread of the outbreak of the virus and the variants and the impact on our customers and employees, all of which are uncertainand cannot be predicted.

The effects of the COVID-19 pandemic are rapidly evolving,and the ongoing impact and duration of the virus are unknown. Currently, the COVID-19 pandemic has not had a significant impact on ouroperations or financial performance; however, the ultimate extent of the impact of the COVID-19 pandemic on our operational and financialperformance will depend on certain developments, including the duration and spread of the outbreak, the corresponding variants, and itsimpact on our customers, supply chain problems, vendors and employees and its impact on our sales cycles as well as industry events, allof which are uncertain and cannot be predicted.

March 2020 Development Team is hired.

We hired Commerce Pundit, an international softwaredevelopment firm with offices in the U.S. and India to begin development of our multivendor auto parts marketplace, AutoParts4Less.com.(which website is expressly not incorporated by reference into this Prospectus).

PPP Loan

On May 2, 2020, we entered into a Paycheck Protection Promissory (PPP)Note Agreement (“PPP Note”) whereby the lender would advance proceeds of $209,447 at a fixed rate of 1% per annum and a May2, 2022 maturity. The loan is repayable in monthly installments of $8,818 commencing September 2, 2021 and continuing on the second dayof every month thereafter until the May 2, 2022 maturity date when any remaining principal and interest are due and payable. In ourfinancial statements of July 31, 2021, the loan is classified as $104,198 current and $105,249 long-term. We used the proceeds of theseloans for working capital and in a manner consistent with obtaining loan forgiveness.

On September 22, 2021, we received notification thatthe PPP Note in the amount of $209,447, including interest, was forgiven.

Launched beta test of autoparts4less.com

On August 26, 2021, we launched and are now operatinga beta version of autoparts4less.com. (which website is expressly not incorporated by reference into this Prospectus).

Listing on the NASDAQ Capital Market

Our common stock is currently quoted on the OTCQBunder the symbol “FLES.” In connection with this Offering, we intend to submit a NASDAQ application to have our common stockand Warrants listed in the NASDAQ Capital Market. If our listing application is approved, we will list our common stock and the Warrantson NASDAQ upon consummation of this offering, at which point our common stock will cease to be traded on the OTCQB. There are no assurancesthat that our listing application will be approved by NASDAQ for the NASDAQ listing of our common stock and Warrants.

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This Offering will only be consummated if NASDAQ approvesthe listing of our common stock and Warrants. NASDAQ listing requirements include, among other things, a stock price threshold of $4.00for a period of 30 days. As a result, prior to effectiveness, we intend to take the necessary steps to meet NASDAQ listing requirements,including but not limited to consummating a reverse split of our outstanding common stock and treasury stock as further discussed below.If NASDAQ does not provide official notice of issuance of the listing of our common stock and Warrants, we will not proceed with thisOffering. There can be no assurance that our common stock and Warrants will be listed on NASDAQ.

Reverse Stock Split and Authorized Share Increase

Our Board of Directors and our stockholders have approvedresolutions (i) authorizing a reverse stock split of the outstanding shares of our common stock in the range from1.5-for-1 to 10-1, and providing authority to our Board of Directors to determine whether to effect a reverse stock split and, if so toselect the ratio of the reverse stock split in their discretion, and (ii) to increase in the number of our authorizedshares of common stock from 15,000,000 to 75,000,000. We anticipate filing a certificate of amendment to affect the reverse stock splitand the authorized share increase with the Secretary of State of Nevada prior to the listing of our common stock and Warrants on Nasdaq,with such actions being effective on, or just before, the date our common stock is listed to the NASDAQ Capital Market. The reverse stocksplit is intended to allow us to meet the minimum share price requirement of the Nasdaq Capital Market.

As whether to effect a reverse stock split and, ifso, the ratio for the reverse stock split has not yet been approved by the Board of Directors, the share and per share information inthis prospectus do not reflect the reverse stock split of the authorized and outstanding common stock.

Corporate Information

Our principal offices are located at 105 West Mayflower,Las Vegas, Nevada 89030. Our corporate telephone number is (702) 267-6100.

Risk Factor Summary

The following is a summary of the more significantrisks relating to our Company. A more detailed description of each of the risks can be found below in this Prospectus under the caption“Risk Factors.”

Risks Related to Our Business

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Risks Related to the Reverse Stock Split

Risks Relating to our NASDAQ Application

Please see “Risk Factors” beginningon page 11 of this Prospectus for a more detailed discussion of these risks. Additional risks, beyond those summarized above ordiscussed under the caption “Risk Factors” or described elsewhere in this Prospectus may also materially and adverselyimpact our business, operations or financial results.

Summary of the Offering

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__________

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SUMMARY OF FINANCIAL INFORMATION

The following summary financial data should be readin conjunction with “Management’s Discussion and Analysis,” and the Financial Statements and Notes thereto, includedelsewhere in this Prospectus. The statement of operations data is derived from our condensed financial statements for the periods endedJanuary 31, 2021, and October 31, 2021 (unaudited).

THE 4LESS GROUP, INC.

Condensed Consolidated Balance Sheets

* Derived from audited information

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THE 4LESS GROUP, INC.

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended October 31,2021 and October 31, 2020

(Unaudited)

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RISK FACTORS

An investment in our securities involves a highdegree of risk. You should carefully consider the following risk factors, together with the other information contained in this Prospectus,before purchasing our securities. Any of the following factors could harm our business, financial condition, results of operations orprospects, and could result in a partial or complete loss of your investment. Some statements in this Prospectus, including statementsin the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary StatementRegarding Forward-Looking Statements”.

RISKS RELATED TO OUR BUSINESS

There is substantial doubt as to whether wecan continue as a going concern.

Our consolidated financial statements have been preparedassuming that we will continue as a going concern. As more fully explained in Note 2 to our financial statements for our fiscal year endingJanuary 31, 2021, which includes management’s plans regarding this uncertainty, we had a negative working capital of $4,344,055and an accumulated deficit of $20,381,977 and stockholders’ deficit of $6,090,190 as of and for the year ended January 31, 2021.Further, we had a negative working capital of $5,686,673 and an accumulated deficit of $25,268,357 for our quarter ending October 31,2021. As of October 31, 2021 we only had cash and cash equivalents of $350,299 and approximately $1,836,000 of short-term debt in default.Therefore, there is substantial doubt about our ability to continue as a going concern as of January 31, 2021 and October 31, 2021.

Our financial results will fluctuate in the future, which makes themdifficult to predict.

Our financial results may fluctuate in the future.Additionally, we have a limited operating history with the current scale of our business, which makes it difficult to forecast futureresults. As a result, you should not rely upon our past financial results as indicators of future performance. You should consider therisks and uncertainties frequently encountered by rapidly growing companies in evolving markets. Our financial results in any given quartercan be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

Any one or a combination of the above factors mayhave a negative impact on our results of operations and which could result in our never achieving profitability.

We cannot assure you that we will effectivelymanage our growth.

We intend to hire additional support personnel andprogrammers, offer new products from our suppliers, substantially increase our marketing and promotion campaign and launch new websites.The growth and expansion of our business create significant challenges for our management, operational, and financial resources, includingmanaging multiple relationships and interactions with users, distributors, vendors, and other third parties. As we continue to grow andrefine our information technology systems, internal

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management processes, internal controls and proceduresand production processes may be inadequate to support our operations. To ensure success, we must continue to improve our operational,financial, and management processes and systems and to effectively expand, train, and manage our employee base. As we continue to grow,and implement more complex organizational and management structures, we may find it increasingly difficult to maintain the benefits ofour corporate culture, including our current team’s efficiency and expertise, which could negatively affect our results of operations.Additionally, this expansion increases the complexity of our business and places significant strain on our management, personnel, operations,systems, technical performance, financial resources, and internal financial control and reporting functions. We may be unable to managegrowth effectively, which could damage our reputation, limit our growth, and negatively affect our results of operations such that wemay never achieve profitability.

Our costs may grow quicker than our revenues,which may negatively affect our potential profitability.

We expect our expenses to continue to increase inthe future as we expand our product offerings and hire additional personnel. We expect to continue to incur increasing costs, in particularfor working capital to purchase inventory and increase the size and scope of our marketing and promotion campaign and to improve our technologicaltools. Our expenses may be greater than we anticipate which would have a negative impact on our results of operations and our abilityto invest in expansion of our business such that we may never achieve profitability.

The loss of one or more of our key personnel,or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

We depend on the continued services and performanceof key members of our management team, including our Chief Executive Officer/Chief Financial Officer, Timothy Armes, and the presidentof our subsidiary, Auto Parts 4Less, Inc., Chris Davenport. If we cannot call upon our officers and/or key management personnel for anyreason, our operations and development could be harmed. We do not carry key man life insurance. We have not yet developed a successionplan. Furthermore, as we grow, we will be required to hire and attract additional professionals in programming, accounting, legal, finance,marketing, customer services. We may be unable to locate or attract qualified individuals for such positions, which will affect our abilityto grow and expand our business.

If we fail to acquire new customers, or failto do so in a cost-effective manner, we may be unable to increase net revenue per active customer or continue to report profitable resultsof operations.

Our success depends on our ability to acquire newcustomers in a cost-effective manner. In order to expand our customer base, we must appeal to and acquire customers who have historicallyused other means of commerce to purchase the goods we provide and may prefer alternatives to our offerings, such as traditional brickand mortar retailers, the websites of our competitors or our suppliers’ own websites. We have primarily relied upon our organicgrowth and our advertising through Facebook. We cannot assure you that the net profit from new customers we acquire will ultimately exceedthe cost of acquiring those customers. If we fail to deliver a quality shopping experience, or if consumers do not perceive that the products,we offer to be economically advantageous, of high value and quality, we may be unable to acquire new customers. If we are unable to acquirenew customers who purchase products in numbers sufficient to grow our business, we be unable to generate the scale necessary to drivebeneficial effects with our suppliers, our net revenue may decrease, and our business, financial condition and operating results may bematerially adversely affected.

Our success depends in part on our ability toincrease our net revenue per active customers; if we fail to increase customer loyalty and repeat purchasing as well as maintain highlevels of customer engagement, our growth prospects and revenue will be materially adversely affected.

Our ability to grow our business also depends on ourability to retain our existing customer base and generate increased revenue and repeat purchases from this customer base and maintainhigh levels of customer engagement. To do this, we must continue to provide our customers and potential customers with a unified, convenient,efficient, and differentiated shopping experience. If we fail to increase net revenue per active customer, generate repeat purchases ormaintain high levels of customer engagement and average order value, our growth prospects, operating results, and financial conditioncould be materially adversely affected.

Uncertain acceptance and maintenance of ourbrand.

We believe that the establishment and maintenanceof our brand that the public identifies with us is critical to attracting and expanding our customer base. No assurance can be given thatour branding efforts will be successful. Promotion of brand awareness among users will depend, among other things, on our success in ourorganic growth, our marketing efforts, and the usability of our websites, none of which can be assured.

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If we do not successfully optimize and operateour fulfillment network our business could be harmed.

If we do not adequately predict customer demand orotherwise optimize and operate our fulfillment network successfully, it could result in excess or insufficient fulfillment, or resultin increased costs, impairment charges, or both, and harm our business in other ways. As we continue to add fulfillment capability oradd new businesses with different requirements, our fulfillment networks become increasingly complex and operating them becomes more challenging.There can be no assurance that we will be able to operate our networks effectively. In addition, a failure to optimize inventory in ourfulfillment network may increase our shipping cost. Orders from several of our websites are fulfilled primarily from a single location,and we have only a limited ability to reroute orders to third parties for drop-shipping.

We rely on a limited number of shipping companiesto deliver inventory to us and completed orders to our customers. If we are unable to negotiate acceptable terms with these companiesor they experience performance problems or other difficulties, it could negatively impact our operating results and customer experience.In addition, our ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affectedby inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism, acts of God, and similar factors.

Third parties either drop-ship or otherwise fulfillan increasing portion of our customers’ orders, and we are increasingly reliant on the reliability, quality, and future procurementof their services. Under some of our commercial agreements, we maintain the inventory of other companies, thereby increasing the complexityof tracking inventory and operating our fulfillment network. Our failure to properly handle such inventory or the inability of these othercompanies to accurately forecast product demand would result in unexpected costs and other harm to our business and reputation.

We may face inventory risks.

We are exposed to inventory risks that may adverselyaffect our operating results as a result of seasonality, new product launches by manufacturers, rapid changes in product cycles and pricing,defective merchandise, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to our products,and other factors. We endeavor to accurately predict these trends and avoid overstocking or understocking products we sell. Demand forproducts, however, can change significantly between the time inventory is ordered and the date of sale. In addition, when we begin sellinga new product, it may be difficult to establish vendor relationships, determine appropriate product selection, and accurately forecastdemand. The acquisition of certain types of inventory may require significant lead-time and prepayment and may not be returnable. We planto carry a broad selection of inventory and we may be unable to sell products in sufficient quantities or during the relevant sellingseasons. Any one of the inventory risk factors set forth above may adversely affect our operating results.

Risks associated with the suppliers from whomour products are sourced could materially adversely affect our financial performance as well as our reputation and brand.

We depend on our ability to provide our customerswith a wide range of products from qualified suppliers in a timely and efficient manner. Political and economic instability, the financialstability of suppliers, suppliers’ ability to meet our standards, labor problems experienced by suppliers, the availability of rawmaterials, merchandise quality issues, currency exchange rates, transport availability and cost, transport security, inflation, and otherfactors relating to the suppliers are beyond our control.

Our arrangements with most of our suppliersdo not provide for the long-term availability of merchandise or the continuation of particular pricing practices, nor do they usuallyrestrict such suppliers from selling products to other buyers.

There can be no assurance that our current supplierswill continue to seek to sell us products on current terms or that we will be able to establish new or otherwise extend current supplyrelationships to ensure product acquisitions in a timely and efficient manner and on acceptable commercial terms. Our ability to developand maintain relationships with reputable suppliers and offer high quality merchandise to our customers is critical to our success. Ifwe are unable to develop and maintain relationships with suppliers that would allow us to offer a sufficient amount and variety of qualitymerchandise on acceptable commercial terms, our ability to satisfy our customers’ needs, and therefore our long-term growth prospects,would be materially adversely affected.

We depend on our suppliers to perform certainservices regarding the products that we offer.

As part of offering our suppliers’ productsfor sale on our sites, they generally agree to conduct a number of traditional retail operations regarding their products, including maintaininginventory and preparing merchandise for shipment to our customers. We may be unable to ensure that these suppliers will continue to performthese services to our customers’ satisfaction in a manner that provides our customer with a unified brand experience or on commerciallyreasonable terms. If our customers become dissatisfied with the products and shipments provided by our suppliers, our business, reputation,and brands could suffer.

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Our business may be adversely affected if weare unable to provide our customers a cost-effective shopping platform that is able to respond and adapt to rapid changes in technology.

The number of people who access the Internet throughdevices other than personal computers, including mobile phones, smartphones, handheld computers such as notebooks and tablets, video gameconsoles, and television set-top devices, has increased dramatically in the past few years. The smaller screen size, functionality, andmemory associated with some alternative devices may make the use of our sites and purchasing our products more difficult. The versionsof our sites developed for these devices may not be compelling to consumers. In addition, it is time consuming and costly to keep pacewith rapidly changing and continuously evolving technology.

As new mobile devices and platforms are released,it is difficult to predict the problems we may encounter in developing applications for alternative devices and platforms, and we mayneed to devote significant resources to the creation, support, and maintenance of such applications. If we are unable to attract consumersto our websites through these devices or are slow to develop a version of our websites that is more compatible with alternative devicesor a mobile application, we may fail to capture a significant share of consumers which could adversely affect our business.

Further, we continually upgrade existing technologiesand business applications, and we may be required to implement new technologies or business applications in the future. The implementationof upgrades and changes requires significant investments. Our results of operations may be affected by the timing, effectiveness and costsassociated with the successful implementation of any upgrades or changes to our systems and infrastructure. In the event that it is moredifficult for our customers to buy products from us on their mobile devices, or if our customers choose not to buy products from us ontheir mobile devices or to use mobile products that do not offer access to our websites, our customer growth could be harmed and our business,financial condition and operating results may be materially adversely affected.

Significant merchandise returns could harm ourbusiness.

We allow our customers to return products, subjectto our return policy. If merchandise returns are significant, our business, prospects, financial condition, and results of operationscould be harmed. Many of our products are large and require special handling and delivery. From time to time our products are damagedin transit, which can increase return rates and harm our brand.

We may be subject to product liability claimsif people or property are harmed by the products we sell.

Some of the products we sell may expose us to productliability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions.Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actuallyincurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our agreementswith our vendors and sellers do not indemnify us from product liability.

We are subject to risks related to online paymentmethods.

We accept payments using a variety of methods, includingcredit card, debit card, PayPal, and gift cards. As we offer new payment options to consumers, we may be subject to additional regulations,compliance requirements and fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, whichmay increase over time and raise our operating costs and lower profitability. We are also subject to payment card association operatingrules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic fundstransfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. As our business changes, we mayalso be subject to different rules under existing standards, which may require new assessments that involve costs above what we currentlypay for compliance. If we fail to comply with the rules or requirements of any provider of a payment method we accept, if the volume offraud in our transactions limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relatingto our payment systems, we may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictionsplaced upon, our ability to accept credit card and debit card payments from consumers or facilitate other types of online payments. Ifany of these events were to occur, our business, financial condition and operating results could be materially adversely affected.

We occasionally receive orders placed with fraudulentcredit card data. We may suffer losses as a result of orders placed with fraudulent credit card data even if the associated financialinstitution approved payment of the orders. Under current credit card practices, we may be liable for fraudulent credit card transactions.If we are unable to detect or control credit card fraud, our liability for these transactions could harm our business, financial condition,and results of operations.

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We could be harmed by data loss or other securitybreaches.

As a result of our services being web-based and thefact that we process, store, and transmit large amounts of data, including personal information, for our customers, failure to preventor mitigate data loss or other security breaches could expose us or our customers to a risk of loss or misuse of such information, adverselyaffect our operating results, result in litigation or potential liability for us, and otherwise harm our business. We use third partytechnology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email,content delivery to customers, back-office support, and other functions. Although we have developed systems and processes that are designedto protect customer information and prevent data loss and other security breaches, including systems and processes designed to reducethe impact of a security breach, such measures cannot provide absolute security.

Climatechanges may indirectly impact our business.

Climate changessuch as severe weather, temperature fluctuations, water shortages may negatively impact the production of our auto parts products as wellas supply chains for our products. Additionally, climate change related regulations may increase the costs of doing business, which mayincrease the costs to consumers of our products, which may negatively impact our revenues and potential profitability.

We face risks related to system interruptionand lack of redundancy.

We may experience occasional system interruptionsand delays that make our websites and services unavailable or slow to respond and prevent us from efficiently fulfilling orders whichmay reduce our net sales and the attractiveness of our products. If we are unable to continually add software and hardware, effectivelyupgrade our systems and network infrastructure, and take other steps to improve the efficiency of our systems, it could cause system interruptionsor delays and adversely affect our operating results.

Our computer and communications systems and operationscould be damaged or interrupted by fire, flood, power loss, telecommunications failure, earthquakes, acts of war or terrorism, acts ofGod, computer viruses, physical or electronic break-ins, and similar events or disruptions. Any of these events could cause system interruption,delays, and loss of critical data, and could prevent us from accepting and fulfilling customer orders which could make our products lessattractive and subject us to liability. Our systems are not fully redundant, and our disaster recovery planning may not be sufficient.In addition, we may have inadequate insurance coverage to compensate for any related losses. Any of these events could damage our reputationand be expensive to remedy.

Our flagship website under development and currentlybeing beta tested, Autoparts4less.com, may be subject to errors or developmental difficulties, which would increase our costs and negativelyimpact our results of operations.

Our flagship website, Autoparts4Less.com, is currently being beta tested,and we plan to complete the new website by May 2022, which may be subject to technical or other operational difficulties due to codingerrors, underestimation of the time and resources commitment involved in website development, failure to integrate with third party systems,and cross platform compatibility. Should any of these risks materially affect development of our flagship website, our costs will increaseand negatively impact our results of operations.

Legislation or other changes in U.S. tax lawcould adversely affect our business and financial condition.

The rules dealing with U.S. federal, state and localincome taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and theU.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders ofour common stock. In recent years, many changes have been made to applicable tax laws and changes are likely to continue to occur in thefuture.

For example, the Tax Cuts and Jobs Act, or the TCJA,was enacted in 2017 and made significant changes to corporate taxation, including the reduction of the corporate tax rate from a top marginalrate of 35% to a flat rate of 21%, the limitation of the tax deduction for net interest expense to 30% of adjusted taxable income (exceptfor certain small businesses), the limitation of the deduction for net operating losses from taxable years beginning after December 31,2017 to 80% of current year taxable income and the elimination of net operating loss carrybacks generated in taxable years ending afterDecember 31, 2017 (though any such net operating losses may be carried forward indefinitely) and the modification or repeal of many businessdeductions and credits. In addition, on March 27, 2020, the “Coronavirus Aid, Relief, and Economic Security Act” or the CARESAct, which included certain

changes in tax law intended to stimulate the U.S.economy in light of the COVID-19 public health emergency, including temporary beneficial changes to the treatment of net operating losses,interest deductibility limitations and payroll tax matters. On April 21, 2020, the Paycheck ProtectionProgram and Health Care Enhancement Act was enacted that increased funding to the PaycheckProtection Program and also provide more funding for hospitals and testing for COVID-19. In addition, new legislation enacted bythe current

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administration, called the “American RescuePlan”, included economic stimulus provisions, State and local recovery funds, capital project funds, and other financial incentives.All these pieces of legislation may have an impact on our business, financial condition, and results of operations, in their implementationand as well as when they expire, although it is too soon to quantify the effect.

It cannot be predicted whether, when, in what formor with what effective dates new tax or stimulus laws may be enacted, or regulations and rulings may be enacted, promulgated or issuedunder existing or new tax laws, which could result in an increase in our or our shareholders’ tax liability or require changes inthe manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof.

If demand for our products slows, then our businessmay be materially adversely affected.

Demand for the products we sell may be affected by a number of factorswe cannot control, including:

These factors could result in a decline in the demandfor our products, which could adversely affect our business and overall financial condition.

If we are unable to compete successfully againstother businesses that sell the products that we sell, we could lose customers and our sales and profits may decline.

The sale of automotive parts, accessories and maintenanceitems is highly competitive, and sales volumes are dependent on many factors, including name recognition, product availability, customerservice, store location and price. Our competitors include national, regional, and local auto parts chains, independently owned partsstores, online automotive parts stores or marketplaces, wholesale distributors, auto dealers and other retailers that sell aftermarketvehicle parts and supplies, chemicals, accessories, tools, and maintenance parts. Our competitors may gain competitive advantages, suchas greater financial and marketing resources allowing them to sell automotive products at lower prices, larger stores with more merchandise,longer operating histories, more frequent customer visits and more effective advertising. Online and multi-channel retailers often focuson delivery services, offering customers faster, guaranteed delivery times and low-price or free shipping. Online businesseshave lower operating costs than we do. Many of our competitors are able to compete more effectively in the commercial market on the basisof customer service, merchandise quality, selection and availability, price, product warranty, distribution locations and the strengthof their brand name, trademarks and service marks, some automotive aftermarket participants have been in business for substantially longerperiods of time than we have, and as a result have developed long-term customer relationships and have large available inventories. Ifwe are unable to profitably develop new commercial customers, our sales growth may be limited.

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Consolidation among our competitors may negativelyimpact our business.

Historically some of our competitors have merged.Consolidation among our competitors could enhance their market share and financial position, provide them with the ability to achievebetter purchasing terms and provide more competitive prices to customers for whom we compete, and allow them to utilize merger synergiesand cost savings to increase advertising and marketing budgets to more effectively compete for customers. Consolidation by our competitorscould also increase their access to local market parts assortment. These consolidated competitors could take sales volume away from usin certain markets, could achieve greater market penetration, could cause us to change our pricing with a negative impact on our marginsor could cause us to spend more money to maintain customers or seek new customers, all of which could negatively impact our business.

Our failure to protect our reputation couldhave a material adverse effect on our brand name and profitability.

The value in our brand name and its continued effectivenessin driving our sales growth are dependent to a significant degree on our ability to maintain our reputation for safety, high product quality,friendliness, service, trustworthy advice, integrity, and business ethics. Any negative publicity about these areas could damage our reputationand may result in reduced demand for our merchandise. The increasing use of technology also poses a risk as customers are able to quicklycompare products and prices and use social media to provide feedback in a manner that is rapidly and broadly dispersed. Our reputationcould be impacted if customers have a bad experience and share it over social media.

Failure to comply with ethical, social, product,labor, environmental and anti-corruption standards could also jeopardize our reputation and potentially lead to various adverse actionsby consumer or environmental groups, employees, or regulatory bodies.

Failure to comply with applicable laws and regulations,to maintain an effective system of internal controls or to provide accurate and timely financial statement information could also hurtour reputation. If we fail to comply with existing or future laws or regulations, we may be subject to governmental or judicial finesor sanctions, while incurring substantial legal fees and costs. In addition, our capital and operating expenses could increase due toimplementation of and compliance with existing and future laws and regulations or remediation measures that may be required if we arefound to be noncompliant with any existing or future laws or regulations. The inability to pass through any increased expenses throughhigher prices would have an adverse effect on our results of operations.

Damage to our reputation or loss of consumer confidencefor any of these or other reasons could have a material adverse effect on our results of operations and financial condition, as well asrequire additional resources to rebuild our reputation.

Our business, financial condition, results ofoperations and cash flows may be affected by litigation.

We may become involved in lawsuits, regulatory investigations,governmental and other legal procedures, arising out of the ordinary course of business. Legal action may be material and may adverselyaffect our business, results of operations, financial condition, and cash flows.

Government regulation of the internet and e-commerceis evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and resultsof operations.

We are subject to general business regulations andlaws as well as regulations and laws specifically governing the internet and e-commerce. Existing and future regulations and laws couldimpede the growth of the Internet, e-commerce, or mobile commerce. These regulations and laws may involve taxes, tariffs, privacy anddata security, anti-spam, content protection, electronic contracts and communications, consumer protection, Internet neutrality and giftcards. It is not clear how existing laws governing issues such as property ownership, sales and other taxes and consumer privacy applyto the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or addressthe unique issues raised by the Internet or e-commerce. It is possible that general business regulations and laws, or those specificallygoverning the Internet or e-commerce, may be interpreted, and applied in a manner that is inconsistent from one jurisdiction to anotherand may conflict with other rules or our practices. We cannot be sure that our practices have complied, comply, or will comply fully withall such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result indamage to our reputation, a loss in business and proceedings or actions against us by governmental entities or others. Any such proceedingor action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increaseour costs of doing business, decrease the use of our sites by consumers and suppliers and may result in the imposition of monetary liability.We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance withany such laws or regulations. In addition, it is possible that governments of one or more countries may seek to censor content availableon our sites or may even attempt to completely block access to our sites. Adverse legal or regulatory developments could substantiallyharm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, ourability to retain or increase our customer base may be adversely affected, and we may not be able to maintain or grow our net revenueand expand our business as anticipated.

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Failure to comply with federal, state and internationallaws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of newlaws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financialcondition.

A variety of federal, state, and international lawsand regulations govern the collection, use, retention, sharing, export, and security of consumer data. Laws and regulations relating toprivacy, data protection and consumer protection are evolving and subject to potentially differing interpretations. These requirementsmay be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or ourpractices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements,and obligations. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any federal, state or internationalprivacy or consumer protection related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct,regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adverselyaffect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities or othersor other liabilities or require us to change our operations and/or cease using certain data sets. Any such claim, proceeding or actioncould hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings, distract our management,increase our costs of doing business, result in a loss of customers and suppliers and may result in the imposition of monetary penalties.We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of non-compliance withany laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use ordisclosure of data that we store or handle as part of operating our business.

Federal, state, and international governmental authoritiescontinue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online trackingfor behavioral advertising and other purposes. U.S. and foreign governments have enacted, have considered or are considering legislationor regulations that could significantly restrict the ability of companies and individuals to engage in these activities, such as by regulatingthe level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use ofdata gathered with such tools. Additionally, some providers of consumer devices and web browsers have implemented, or announced plansto implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies,which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly lesseffective. The regulation of the use of these cookies and other current online tracking and advertising practices or a loss in our abilityto make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquirenew customers on cost-effective terms and consequently, materially adversely affect our business, financial condition and operating results.

In addition, various federal, state, and foreign legislativeand regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issuerevised rules or guidance regarding privacy, data protection and consumer protection. Any such changes may force us to incur substantialcosts or require us to change our business practices. This could compromise our ability to pursue our growth strategy effectively andmay adversely affect our ability to acquire customers or otherwise harm our business, financial condition, and operating results.

A privacy breach could damage our reputationand our relationship with our customers, expose us to litigation risk and adversely affect our business.

As part of our normal course of business, we collect,process, and retain sensitive and confidential customer information. Despite security measures we have in place, our facilities and systemsmay be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors,or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential informationcould severely damage our reputation and our relationships with our customers, expose us to risks of litigation and liability and adverselyaffect our business.

Our Articles of Incorporation exculpates ourofficers and directors from certain liability to us or our stockholders.

Our Articles of Incorporation contain a provisionlimiting the liability of our officers and directors for their acts or failures to act, except for acts involving intentional misconduct,fraud, or a knowing violation of law. This limitation on liability may reduce the likelihood of derivative litigation against our officersand directors and may discourage or deter our stockholders from suing our officers and directors based upon breaches of their duties tous.

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise,we have been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressedin the Securities Act and is, therefore, unenforceable.

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Business disruptions could affect our operatingresults.

A significant portion of our development activitiesand certain other critical business operations are concentrated in a few geographic areas. A major earthquake, fire or other catastrophicevent that results in the destruction or disruption of any of our critical facilities could severely affect our ability to conduct normalbusiness operations and, as a result, our future financial results could be materially and adversely affected.

We expect to incur substantial expenses to meetour reporting obligations as a public company.

We estimate that it will cost a minimum of $250,000annually to maintain the current level of management and financial controls for our filings required as a public reporting company, fundsthat would otherwise be spent for our business operations. Our public reporting costs may increase over time, which will increase ourexpenses and may decrease our potential profitability.

Because the President of our wholly owned subsidiaryhas a controlling interest in our voting shares, he can exert significant control over our business and affairs.

The President of our wholly owned subsidiary, AutoParts 4 Less, Inc. Christopher Davenport, beneficially owns a controlling interest of our outstanding common stock, specifically 17,100Series B Preferred Shares providing Christopher Davenport with controlling voting rights of 57% of our outstanding common stock shares.As a result, the President of our wholly owned subsidiary will have significant influence and control over all corporate actions requiringstockholder approval, irrespective of how our other stockholders may vote, including the following actions:

This concentration of ownership by itself may havethe effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from makinga tender offer for our common stock, which in turn could reduce our stock price or prevent our stockholders from realizing a premium overour stock price.

There are potential conflicts of interest betweenthe interests of common shareholders and the ownership interests of the holders of Series B and C preferred stock.

The certificates of designation of our Series B andC preferred stock contain provisions which provide for super voting rights and conversion rights for the holders of those preferred shares.The result of this is that those holders are not affected by events or transactions which dilute common shareholders until such time asthey convert their preferred shares to common shares. In the past, we have issued what are commonly referred to as “toxic”convertible securities. The effect of these issuances resulted in substantial dilution over the past few years to common shareholders.These have had no effect on voting rights or conversion rights of the Series B and C preferred stockholders. Accordingly, there are potentialand actual conflicts of interests between the interests of the Series B and C preferred shareholders interests and the interests of ourcommon shareholders. In future periods, if we are unable to maintain profitability of our operations, common shareholders could againbecome subject to these types of dilution events and transactions.

We will need substantial additional fundingto continue our operations, which could result in dilution to our stockholders; we may be unable to raise capital when needed, if at all,which could cause us to have insufficient funds to pursue our operations, or to delay, reduce or eliminate our development of new programsor commercialization efforts.

We expect to incur additional costs associated withoperating as a public company, as disclosed above, and to require substantial additional funding to continue to pursue our business andour expansion plans. We may also encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that mayincrease our capital needs and/or cause us to spend our cash resources faster than we expect. Accordingly, we expect that we will needto obtain substantial additional funding in order to continue our operations.

We have estimated that we will require approximately$4,000,000 to fully carry out our business plan for the next twelve months. At present, absent additional financing, we estimate thatwe have sufficient cash and anticipated revenue to fully carry out our business plan for three months, after which we may need to scaleback our business plan. There is no assurance that actual cash requirements will not exceed our estimates. We will require additionalfinancing to finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.

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Our ability to generate positive cash flow will bedependent upon our ability to generate sufficient revenues from our new business plan and raise significant additional financing. If weare unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additionalfunds to:

To date, we have financed our operations entirelythrough equity investments by related parties and other investors and the incurrence of debt. We expect to continue to do so in the foreseeablefuture. Additional funding from those or other sources may not be available when or in the amounts needed, on acceptable terms, or atall. If we raise capital through the sale of equity, or securities convertible into equity, it will result in dilution to our existingstockholders, which could be significant depending on the price at which we may be able to sell our securities. If we raise additionalcapital through the incurrence of additional indebtedness, we will likely become subject to further covenants restricting our businessactivities, and holders of debt instruments may have rights and privileges senior to those of our equity investors. In addition, servicingthe interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to supportdevelopment of new programs and marketing to current and potential new clients. If we are unable to raise capital when needed or on attractiveterms, we could be forced to delay, reduce, or eliminate development of new programs or future marketing efforts. Any of these eventscould significantly harm our business, financial condition, and prospects.

We may have difficulty obtaining officer anddirector coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make itdifficult for our attracting and retaining qualified members of our Boards, particularly to serve on our audit committee and compensationcommittee, and qualified executive officers.

We also expect that being a public company and thesenew rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be requiredto accept reduced coverage or incur substantially higher costs to obtain coverage or financially be unable to obtain such coverage. Thesefactors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our auditcommittee and compensation committee, and qualified executive officers.

We are required to comply with certain provisionsof Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed, and our stockprice could decline.

Rules adopted by the SEC pursuant to Section 404 ofthe Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers anattestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met formanagement to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation,testing, and possible remediation to meet the detailed standards.

We expect to incur expenses and to devote resourcesto Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to completethe assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies inour internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on atimely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicableto us, we could become subject to these requirements in the future, and we may encounter problems or delays in completing the implementationof any resulting changes to internal controls over financial reporting. Our internal control over financial reporting presently are noteffective as defined under Section 404, we cannot predict how the market prices of our shares will be affected; however, we believe thatthere is a risk that investor confidence and share value may be negatively affected.

These and other new or changed laws, rules, regulations,and standards are, or will be, subject to varying interpretations in many cases due to their lack of specificity. As a result, their applicationin practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertaintyregarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our efforts tocomply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expensesand a diversion of management time and attention from revenue-generating activities to compliance activities. Further, compliance withnew and existing laws, rules, regulations, and standards may make it more difficult and expensive for us to maintain director and officerliability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Membersof our Board and our principal executive officer and principal financial officer could face an increased risk of personal liability inconnection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors andexecutive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot estimate thetiming or magnitude of additional costs we may incur as a result.

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Public disclosure requirements and compliancewith changing regulation of corporate governance pose challenges for our management team and result in additional expenses and costs whichmay reduce the focus of management and the profitability of our company.

Changing laws, regulations and standards relatingto corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules andregulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies andsignificantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devotesignificant time and financial resources to comply with both existing and evolving standards for public companies, which will lead toincreased general and administrative expenses and a diversion of management time and attention from revenue generating activitiesto compliance activities.

COVID-19 RELATED RISKS

THE OUTBREAK OF COVID-19 HAS RESULTED IN A WIDESPREADHEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE AND COULD EXPONENTIALLY INCREASE THE RISK FACTORSDESCRIBED HEREIN

The outbreak of the coronavirus may negativelyimpact sourcing and manufacturing of the products that we sell as well as consumer spending, which could adversely affect our business,results of operations and financial condition.

The global outbreak of COVID-19 has led to severedisruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis..”On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United Statesto aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized theoutbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adverselyaffect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.

The recent emergence and uncertainty arising from the COVID 19 omicronvariant may cause market uncertainty and reduced demand for our products and negatively impact our share price.

On November 29, 2021, the World Health Organizationannounced that the omicron variant is likely to spread and creates a global risk. The supply chains for and delivery of our products couldbe disrupted as a result of the occurrence of cases, hospitalizations, and deaths resulting from the omicron variant and could adverselyaffect our business, results of operations and financial condition. Future outbreaks of new strains of COVID-19 may not respond to existingtreatments including vaccinations and the rapid spread of the omicron and future new variants make it difficult to predict the impactof COVID-19 on our operations. Because of the uncertainty and impact of the omicron variant, investors may not want to purchase our commonstock and the demand for our shares and our stock price could be negatively impacted.

The COVID-19 Pandemic poses threats to manufacturingcapacity and temporary disruption of operations.

The ability of our industry to ramp up productionto meet demand, and how long the pandemic lasts, will have a direct impact on the amount of inventory remaining in distribution channelsonce the pandemic subsides. This factor, coupled with the possibility of economic recession or runaway inflation, could have a deleteriousimpact on sales for a significant period that could negatively impact our revenues and our third-party manufacturing efficiencies. Ourability to increase market penetration is predicated upon our continued ability to sub-manufacturer at a sufficient capacity; however,there can be no guarantees that our manufacturing will not be negatively impacted by the pandemic or government responses to it. Additionally,there is a risk that government responses to thwart the spread of the virus, in the form of local or regional quarantine or shelter-in-placeorders, could require temporary curtailment of manufacturing operations of our manufacturers, or prevent the export of our products fromthe country of origin. In such cases, our inability to deliver product would negatively impact sales.

The global impactof COVID-19 and actions taken to reduce its spread continues to rapidly evolve and we will continue to monitor the situationand the effects on our business and operations closely. We do not yet know the full extent of potential impacts on our business or operationsor on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period oftime. The length of time it may take for global vaccine distribution and more normal economic and operating conditions to resume remainsuncertain and the economic recovery period could continue for a prolonged period even after the health risks of the pandemic subside. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.To the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effectof heightening many of the other risks and uncertainties described in this “Risk Factors” section of this Prospectus.

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The economic conditions arising from the pandemichave resulted in an economy that is volatile and unpredictable. Some companies are experiencing reduced revenues and issues with supplychains, and in turn, as a consequence of limited cash flow, are not prepared to purchase our products. COVID-19 has led to some of ourcustomers and potential customers being stricken with the virus causing them to not be able to work for many weeks and therefore causingdelays for us in our marketing decisions. This outbreak could decrease spending, adversely affect demand for our products, and harm ourbusiness and results of operations. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreakor the timing and the degree to which economic recovery will be realized post-pandemic and, consequently, its effects on our businessor results of operations, financial condition, or liquidity, at this time. We cannot anticipate the effect that the impairments causedby the COVID-19 pandemic or the degree to which the economy rebounds or the consequential inflation and supply chain shortages will havepost-pandemic will have on the 2022 results, or the effectiveness and distributions of recently announced vaccines, changes to mask mandatepolicies, and impact of other possible future variants. We will continue to evaluate the nature and extent of COVID-19’s impactto our business, consolidated results of operations, financial condition and liquidity, and our results presented herein are not necessarilyindicative of the results to be expected for future years.

A terrorism attack, other geopolitical crisis,or widespread outbreak of an illness or other health issue, such as the current Coronavirus outbreak, could negatively impact our operations.

Our operations are susceptible to global events, includingacts or threats of war or terrorism, international conflicts, political instability, Pandemics, and natural disasters. The occurrenceof any of these events could have an adverse effect on our business results and financial condition.

We are susceptible to a widespread outbreak of anillness or other health issue, such as the Coronavirus (also referred to herein as “Covid 19”) outbreak first reported inWuhan, Hubei Province, China in December 2019, resulting in millions of confirmed cases identified around the world and in countries inwhich we conduct business, including the United States. The outbreak has caused governments to implement quarantines, implement significantrestrictions on travel, closed schools, and workplaces, and implement work restrictions, all of which can impair normal business operations.Globally air travel has been significantly interrupted as has air freight, ocean freight, and even truck deliveries.

As a result of pandemic outbreaks, businesses havebeen shut down, supply chains have been interrupted, slowed, or rendered inoperable, and individuals can become ill, quarantined, or otherwiseunable to work and/or travel due to health reasons or governmental restrictions. Governmental mandates have required forced shutdownsof our facilities for extended or indefinite periods and, if there is a “fourth” wave of COVID-19, may occur again. In addition,these widespread outbreaks of illness could adversely affect our workforce resulting in serious health issues and absenteeism. Pandemicoutbreaks and slow recovery could also interfere with general commercial activity related to our supply chain and customer base, whichcould have an adverse effect on our financial condition and operational results.

RISKS RELATED TO OUR SECURITIES

An investment in our shares is highly speculative.

The shares of our common stock are highly speculativein nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested inthe common stock. Before purchasing any of the shares of common stock, you should carefully consider the risk factors contained hereinrelating to our business and prospects. If any of the risks presented herein actually occur, our business, financial condition or operatingresults could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose allor part of your investment.

Shares eligible for future sale may adverselyaffect the market.

From time to time, certain of our stockholders maybe eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuantto Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliatestockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after sixmonths subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Anysubstantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

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Our annual and quarterly results may fluctuate,which may cause substantial fluctuations in our common stock price.

Our annual and quarterly operating results may inthe future fluctuate significantly depending on factors including the timing of purchase orders, new product releases by us and othercompanies, gain or loss of significant customers, price discounting of our product, the timing of expenditures, product delivery requirementsand economic conditions. Revenues related to our product are required to be recognized upon satisfaction of all applicable revenue recognitioncriteria. The recognition of revenues from our product is dependent on several factors, including, but not limited to, the terms of anylicense agreement and the timing of implementation of our products by our customers.

Any unfavorable change in these or other factors couldhave a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our commonstock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.

We have never paid cash dividends and do notanticipate doing so in the foreseeable future.

We have never declared or paid cash dividends on ourcommon shares. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Paymentsof any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well asother factors deemed relevant by our Boards.

The Nevada Revised Statute contains provisionsthat could discourage, delay, or prevent a change in our control, prevent attempts to replace or remove current management and reducethe market price of our stock.

We are subject to the anti-takeover provisions ofthe Nevada Revised Statutes (“NRS”). Depending on the number of residents in the state of Nevada who own our shares, we couldbe subject to the provisions of Sections 78.378 et seq. of the Nevada Revised Statutes which, unless otherwise provided in our articlesof incorporation or by-laws, restricts the ability of an acquiring person to obtain a controlling interest of 20% or more of our votingshares. Our articles of incorporation and by-laws do not contain any provision which would currently keep the change of control restrictionsof Section 78.378 from applying to us.

We are subject to the provisions of Sections 78.411et seq. of the Nevada Revised Statutes. In general, this statute prohibits a publicly held Nevada corporation from engaging in a “combination”with an “interested stockholder” for a period of three years after the date of the transaction in which the person becamean interested stockholder, unless the combination or the transaction by which the person became an interested stockholder is approvedby the corporation’s Board before the person becomes an interested stockholder. After the expiration of the three-year period, thecorporation may engage in a combination with an interested stockholder under certain circumstances, including if the combination is approvedby the Board and/or stockholders in a prescribed manner, or if specified requirements are met regarding consideration. The term “combination”includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certainexceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three yearsdid own, 10% or more of the corporation’s voting stock. A Nevada corporation may “opt out” from the application of NRSSection 78.411 et seq. through a provision in its articles of incorporation or by-laws. We have not “opted out” from the applicationof this section.

Our Articles of Incorporation exculpates ourofficers and directors from certain liability to us or our stockholders.

Our Articles of Incorporation contain a provisionthat no director or officer will be personally liable to us or our stockholders for damages regarding breaches of fiduciary duty. Thislimitation on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deterour stockholders from suing our officers and directors based upon breaches of their duties to us. . The foregoing indemnification obligationscould result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers,which we may be unable to recoup. Additionally, these provisions and resultant costs may also discourage our bringing a lawsuit againstdirectors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by ourshareholders against our directors and officers, even though such actions, if successful, might otherwise benefit us and our shareholders.

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise,we have been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressedin the Securities Act and is, therefore, unenforceable.

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Litigation may adversely affect our business,financial condition, and results of operations

From time to time in the normal course of its businessoperations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negativelyaffect our s operating results if changes to our business operations are required. The cost to defend such litigation may be significantand may require a diversion of resources. There also may be adverse publicity associated with litigation that could negatively affectcustomer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurancemay be unavailable at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or otherliability in excess of the insurance coverage for any claims could have a material adverse effect on our business, results of operations,and financial condition.

Our bylaws limit the liability of, and provideindemnification for, our officers and directors.

Our bylaws, provide that we shall indemnify our officersand directors for any liability including reasonable costs of defense arising out of any act or omission of any officer or director onour behalf to the full extent allowed by the laws of the State of Nevada, if the officer or director acted in good faith and in a mannerthe officer or director reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to anycriminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Thus, we may be prevented from recoveringdamages for certain alleged errors or omissions by the officers and directors for liabilities incurred in connection with their good faithacts. Such an indemnification payment might deplete our assets. Stockholders who have questions respecting the fiduciary obligations ofour officers and directors should consult with independent legal counsel.

It is the position of the SEC that exculpation fromand indemnification for liabilities arising under the Securities Act and the rules and regulations thereunder is against public policyand therefore unenforceable.

If securities industry analysts do not publishresearch reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock couldbe negatively affected.

Any trading market for our common stock will be influencedin part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain researchcoverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market tradingvolume of our common stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgradeour securities or otherwise reports on us unfavorably, or discontinues coverage or us, the market price and market trading volume of ourcommon stock could be negatively affected.

Financial Industry Regulatory Authority (“FINRA”)sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

FINRA has adopted rules that require that in recommendingan investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable effortsto obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretationsof these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for atleast some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our commonstock, which may limit your ability to buy and sell our stock.

We have identified material weaknesses in ourinternal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidencein us and adversely affect the market price of our common stock. If our internal controls are not effective, we may be unable to accuratelyreport our financial results or prevent fraud.

Section 404 of the Sarbanes-Oxley Act of 2002, orSection 404, requires that we maintain internal control over financial reporting that meets applicable standards. We may err in the designor operation of our controls, and all internal control systems, no matter how well designed and operated, can provide only reasonableassurance that the objectives of the control system are met. Because there are inherent limitations in all control systems, there canbe no assurance that all control issues have been or will be detected.

In prior periodswe identified certain material weaknesses in our internal controls. Specifically, we did not maintain effective controls overthe control environment. Our weaknesses related to a lack of a sufficient number of personnel with appropriate training and experiencein accounting principles generally accepted in the United States of America. Furthermore, we have not developed and effectively communicatedto our employees the accounting policies and procedures necessary to maintain effective controls over the control environment andlack staffing in accounting and finance operations.

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If we are unable, or are perceived as unable, to producereliable financial reports due to internal control deficiencies, investors could lose confidence in our reported financial informationand operating results, which could result in a negative market reaction and a decrease in our stock price.

We currently do not intend to declare dividendson our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciationof our common stock.

We currently do not expect to declare any dividendson our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be usedto provide working capital, to support our operations and to finance the growth and development of our business. Any determination todeclare or pay dividends in the future will be at the discretion of our Board, subject to applicable laws and dependent upon a numberof factors, including our earnings, capital requirements and overall financial conditions. Accordingly, your only opportunity to achievea return on your investment in our common stock may be if the market price of our common stock appreciates and you sell your shares ata profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

The President of our subsidiary, Chris Davenport,owns 6,075 Preferred C Shares that are convertible into 7,589,249 shares or 60.75% of our outstanding common stock shares and has theability to control corporate and stockholder matters, providing him with the ability to control or influence stockholder decisions.

Should the President of our subsidiary, Chris Davenport,convert his 6,075 Preferred C shares, he will own 7,589,249 common stock shares providing him with 60.75% of our outstanding shares. ChrisDavenport’s ownership of a majority of our common stock outstanding would give him control over a majority of our outstanding votingpower, enabling him to control corporate and stockholder matters, including funding employee equity incentive programs, electing directors,and determining the outcome of all matters submitted to a vote of our stockholders.

Should the President of our subsidiary, ChrisDavenport, convert his 6,075 Preferred C Shares into 7,589,249 shares, there will be material dilution to shareholders interests.

The conversion of Chris Davenport’s 6,075 PreferredC shares into 7,589,249 common stock shares will cause material dilution to shareholder interests.

RISKS RELATED TO THE REVERSESTOCK SPLIT

Even if FINRA approves a reverse stock splitof our common stock at a ratio that currently achieves the requisite increase in the market price of our common stock for listing of ourcommon stock on NASDAQ, we cannot assure you that the market price of our common stock will remain high enough for such reverse splitto have the intended effect of complying with NASDAQ’s minimum bid price requirement; if we effect a reverse stock split, we cannotassure you that we will meet NASDAQ’s minimum requirements or standards.

In order to be listed on NASDAQ, we must meet certainrules relating to our stock price which at current levels we do not meet and as a result we anticipate affecting a reverse stock split,at a ratio of 1.5: 1 through 10:1 to meet the minimum price requirement. Even if the reverse stock split achieves the requisite increasein the market price of our common stock to be in compliance with the minimum price of NASDAQ, there can be no assurance that (i) the marketprice of our common stock following the reverse stock split will remain at the level required for continuing compliance with that requirement,or (ii) if we effect a reverse stock split, we will meet NASDAQ’s minimum requirements or standards.

It is not uncommon for the market price of a company’scommon stock to decline in the period following a reverse stock split. If the market price of our common stock declines following theeffectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split.In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operationalresults, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain the NASDAQ’sminimum bid price requirement.

If we are unable to satisfy these requirements orstandards, we be unable to meet NASDAQ’s initial listing standards. We can provide no assurance that any such action taken by uswould allow our common stock to be listed, stabilize the market price or improve the liquidity of our common stock, prevent our commonstock from dropping below the minimum bid price requirement, or prevent future non-compliance with the listing requirements.

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Even if the reverse stock split increases themarket price of our common stock and we meet NASDAQ’s initial listing requirements, there can be no assurance that we will be ableto comply with NASDAQ’s continued listing standards, a failure of which could result in a de-listing of our common stock.

In conjunction with this Offering, our common stockand Warrants have been approved for listing on NASDAQ, subject to official notice of issuance. Prior to the consummation of this Offering,our common stock was quoted on OTCQB. There is no assurance that our common stock or Warrants will be listed on NASDAQ or be able to continueto comply with the applicable NASDAQ listing standards. Should our common stock be listed on NASDAQ, in order to maintain that listing,NASDAQ requires that the trading price of a company’s listed stock on NASDAQ remain above one dollar in order for such stock toremain listed. If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting fromNASDAQ, together with any related warrants listed on NASDAQ.

In addition, to maintain a listing on NASDAQ, we mustsatisfy minimum financial and other continued listing requirements and standards, including those regarding director independence andindependent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unableto satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our commonstock and Warrants and would impair your ability to sell or purchase our common stock and Warrants when you wish to do so. In the eventof a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurancethat any such action taken by us would allow our common stock and/or warrants to become listed again, stabilize the market price or improvethe liquidity of our common stock, prevent our common stock from dropping below the minimum bid price requirement, or prevent future non-compliancewith the listing requirements.

The reverse stock split may decrease the liquidityof the shares of our common stock.

The liquidity of the shares of our common stock maybe affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the reverse stocksplit, especially if the market price of our common stock does not increase as a result of the reverse stock split. In addition, the reversestock split may increase the number of shareholders who own odd lots (less than 100 shares) of our common stock, creating the potentialfor such shareholders to experience an increase in the cost of selling their shares of common stock and greater difficulty affecting suchsales.

Following the reverse stock split, the resultingmarket price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirementsof those investors. Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price ofour common stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will resultin a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the marketprice of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our commonstock may not necessarily improve.

As a result of the timing of the reverse stocksplit, up list to NASDAQ and pricing of this Offering, potential investors will not have an opportunity to check the actual post-splitmarket price before confirming their purchases in this Offering.

We plan to file an amendment to our articles of incorporation,as amended, to effect the reverse stock split following the SEC declaring the registration statement of which this Prospectus forms apart, effective and prior to closing of this Offering. Because such reverse stock split will occur following the SEC declaring such registrationstatement effective and concurrently with the pricing of this Offering, potential investors will be unable to check the actual post-splitmarket price of our common stock on NASDAQ before confirming purchases in the Offering.

Our reverse stock split may not result in aproportional increase in the per share price of our common stock.

We plan to affect a 1.5: 1 through 10:1 reverse stocksplit of our common stock subject to FINRA approval, with the primary intent of increasing the price of our common stock in order to gaincompliance with the NASDAQ bid price requirement. The effect of the reverse stock split on the market price for our common stock cannotbe accurately predicted. In particular, we cannot assure you that the proportionate increase in the prices of our common stock immediatelyafter the reverse stock split from the prices for shares of our common stock immediately before the reverse stock split will be maintainedfor us to regain compliance with the NASDAQ bid price requirement or that the such market prices will be maintained for a substantialperiod of time. It is not uncommon for the market price of a company’s common stock to decline in the period following a reversestock split. If the market price of our common stock declines following the reverse stock split, the percentage decline may be greaterthan would occur in the absence of a reverse stock split. The market price of our common stock may also be affected by other factors whichmay be unrelated to the reverse stock split or the number of shares outstanding.

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Moreover, because some investors may view the reversestock split negatively, we cannot assure you that the reverse stock split will not adversely impact the market price of our common stock.Accordingly, our total market capitalization after the reverse stock split may be lower than the market capitalization before the reversestock split.

RISKS RELATED TO THISOFFERING.

The Warrants included in the Units are speculativein nature. 

The Warrants included in the Units offered in thisOffering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends,but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Specifically,commencing on the date of issuance, holders of such Warrants may exercise their right to acquire shares of common stock and pay an exerciseprice of $______ per share (no less than 100% of the public offering price of a Unit), prior to five years from the date of issuance,after which date any such unexercised Warrants will expire and have no further value. Although the Warrants have been approved for listingon NASDAQ, subject to official notice of issuance, there is no assurance that an active market will ever develop.

Provisions of the Warrants offered by this Prospectuscould discourage an acquisition of us by a third party.

In addition to the discussion of the provisions ofour articles of incorporation, as amended, our amended by-laws, certain provisions of the Warrants included in the Units offered by thisProspectus could make it more difficult or expensive for a third party to acquire us. Such Warrants prohibit us from engaging in certaintransactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligationsunder such Warrants. These and other provisions of the Warrants included in the Units offered by this Prospectus could prevent or detera third party from acquiring us even where the acquisition could be beneficial to you.

Offers or availability for sale of a substantialnumber of shares of our common stock may cause the price of our common stock to decline.

Sales of our common stock pursuant to this Offeringcould depress the price of our common stock. The existence of these shares and shares of common stock that may be issuable upon conversionor exercise, as applicable, of Warrants and convertible common stock, commonly referred to as an “overhang”, can act as adepressant to our common stock price. The existence of an overhang, whether or not sales have occurred or are occurring, also could makeour ability to raise additional financing through the sale of equity more difficult in the future at a time and price that we deem reasonableor appropriate. If our existing shareholders and investors seek to convert or exercise such securities or sell a substantial number ofshares of our common stock, such selling efforts may cause significant declines in the market price of our common stock. In addition,the shares of our common stock included in the Units and underlying Warrants sold in the Offering will be freely tradable without restrictionor further registration under the Securities Act. As a result, a substantial number of shares of our common stock may be sold in the publicmarket following this Offering. If there are significantly more shares of common stock offered for sale than buyers are willing to purchase,then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered common stockand sellers remain willing to sell our common stock.

Upon exercise of the Warrants underlying theUnits, we will be obligated to issue a substantial number of additional shares of common stock which will dilute our present shareholders.

We are obligated to issue additional shares of ourcommon stock in connection with exercise of outstanding Warrants in connection with this Offering. The exercise of Warrants will causeus to issue additional shares of our common stock and will dilute the percentage ownership of our shareholders.

An active, liquid, and orderly market for our common stock or Warrantsmay not develop.

Our common stock and Warrants are expected to tradeon NASDAQ as of the effective date of the registration statement of which this Prospectus forms a part. An active trading market for ourcommon stock or Warrants may never develop or be sustained. If an active market for our common stock or Warrants does not continue todevelop or is not sustained, it may be difficult for investors to sell shares of their shares of Common Stock or Warrants without depressingthe market price and investors may not be able to sell their securities at all. An inactive market may also impair our ability to raisecapital by selling our securities and may impair our ability to acquire other businesses, applications, or technologies using our securitiesas consideration, which, in turn, could materially adversely affect our business and the market prices of your shares of common stockand Warrants.

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While we are seeking to list our Common Stockand Warrants on NASDAQ, there is no assurance that either of such securities will be listed on NASDAQ.

While we are seeking to list our common stock andWarrants on the NASDAQ Capital Market, we cannot ensure that we will meet the NASDAQ requirements to obtaining a listing or whether eitherof such securities will be accepted for listing on NASDAQ.

Following the proposed reverse stock split,we cannot assure you that we will be able to continue to comply with NASDAQ’s listing standards.

Approval for the listing of our common stock and theWarrants included in the units offered hereby on NASDAQ, will require us to meet the current NASDAQ listing standards, including the minimumbid price requirement, which we met by implementing a reverse stock split of our outstanding common stock prior to the closing of thisOffering. There can be no assurance that the market price of our common stock following the reverse stock split will remain at the levelrequired for continuing compliance with the minimum bid price requirement of NASDAQ. It is not uncommon for the market price of a company’scommon stock to decline in the period following a reverse stock split. If the market price of our common stock declines following theeffectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split.In addition, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operationalresults, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain NASDAQ’s minimumbid price requirement. If we fail to comply with the minimum bid price requirement, our securities could be delisted.

Holders of the Warrants will not have rightsof holders of our common stock until such Warrants are exercised.

Until holders of Warrants will acquire shares of ourcommon stock upon exercise of the Warrants or upon exercise of the Warrants, such holders will have no rights with respect to the sharesof our common stock underlying such securities. Upon exercise of the Warrants or exercise of the Warrants, the holders will be entitledto exercise the rights of a holder of our common stock only as to matters for which the record date occurs after the exercise.

Even if we meet the initial listing requirementsof the NASDAQ Capital Market, there can be no assurance that we will be able to comply with the continued listing standards of the NASDAQCapital Market, a failure of which could result in a delisting of our Common Stock.

The NASDAQ Capital Market requires that the tradingprice of its listed stocks remain above $1.00 in order for the stock to remain listed. If a listed stock trades below $1.00 for more than30 consecutive trading days, then it is subject to delisting from the NASDAQ Capital Market. In addition, to maintain a listing on theNASDAQ Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regardingdirector independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements.If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on theprice of our Common Stock and Warrants and would impair your ability to sell or purchase your shares of our Common Stock or Warrants whenyou wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements,but we can provide no assurance that any such action taken by us would allow our Common Stock or Warrants to become listed again, stabilizethe market price or improve the liquidity of our Common Stock or Warrants, prevent our Common Stock from dropping below the minimum bidprice requirement, or prevent future non-compliance with the listing requirements.

Since the Warrants are executory contracts,they may have no value in a bankruptcy or reorganization proceeding.

In the event a bankruptcy or reorganization proceedingis commenced by or against us, a bankruptcy court may hold that any unexercised Warrants are executory contracts that are subject to rejectionby us with the approval of the bankruptcy court. As a result, holders of the Warrants may, even if we have sufficient funds, not be entitledto receive any consideration for their Warrants or may receive an amount less than they would be entitled to if they had exercised theirWarrants prior to the commencement of any such bankruptcy or reorganization proceeding.

The Warrants may have an adverse effect on themarket price of our common stock and make it more difficult to effect a business combination.

We will be issuing Warrants to purchase shares ofcommon stock as part of this Offering. To the extent we issue shares of common stock to effect a future business combination, the potentialfor the issuance of a substantial number of additional shares upon exercise of the Warrants could make us a less attractive acquisitionvehicle in the eyes of a target business. Such Warrants, when exercised, will increase the number of issued and outstanding shares ofcommon stock and reduce the value of the shares issued to complete the business combination. Accordingly, the Warrants maymake it more difficult to effectuate a business combination or increase the cost of acquiring a target business. Additionally, the sale,or even the possibility of sale, of the shares of common stock underlying the

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Warrants could have an adverse effect on the market pricefor our securities or on our ability to obtain future financing. If and to the extent the Warrants are exercised, you may experience dilutionto your holdings.

The sale or issuance of our Units may cause substantial dilutionand the resale of the shares of common stock and common stock underlying the Warrants into the public market, or the perception that suchsales may occur, could cause the price of our common stock to fall.

We are registering an aggregate of __________shares of common stock (including common stock underlying the Warrants) in the registration statement of which this Prospectus is apart. If all of the shares of common stock (including common stock underlying the Warrants) offered under this prospectus wereissued and outstanding as of ____________, 2022, such shares would represent approximately ______% of the total number of shares ofour common stock outstanding and ______% of the total number of outstanding shares of our common stock held by non-affiliates, ineach case as of ____________, 2022. Additionally, we have agreed to issue to the underwriter (or its permitted assignees) warrantsto purchase up to a total of ____________ shares of common stock (8% of the shares of common stock included in the Units, excludingthe over-allotment, if any) subject to a 9.99% beneficial ownership limitation. The Underwriter’s Warrants will be exercisableat any time, and from time to time, in whole or in part, during the four- and one-half-year period commencing 180 days from thecommencement of sale of securities in connection with this offering.

Although the number of shares of our commonstock that our existing stockholders own will not decrease, the common stock owned by our existing stockholders will represent asmaller percentage of our total outstanding shares after the closing of this Offering. Depending on market liquidity at the time,the sale of a substantial number of shares of our common stock to the underwriter, and the resale of such shares by purchasers intothe public market, or the perception that such sales may occur, could cause the trading price of our common stock to decline, resultin substantial dilution to existing stockholders and make it more difficult for us to sell equity or equity-related securities inthe future at a time and at a price that we might otherwise wish to effect sales.

You may experience immediate and substantialdilution in the net tangible book value per share of the common stock you purchase.

The price per share of our common stock being offeredpursuant to this prospectus may be substantially higher than the net tangible book value per share of our common stock. Therefore, ifyou purchase shares of common stock in this offering at the current market value, you may suffer immediate and substantial dilution inthe pro forma net tangible book value per share of common stock. See the section entitled “Dilution” elsewhere in this prospectusfor a more detailed discussion of the dilution you may incur if you purchase shares in this offering.

We may use the net proceeds from this Offeringin ways with which you may disagree.

We intend to use the net proceeds from this Offeringfor debt payoff, advertising and website promotion, and working capital. As of the date of this prospectus, we cannot specify with certaintyall of the particular uses of the proceeds from sales of __________ Units. Accordingly, we will have significant discretion in theuse of the net proceeds of sales of Units in this Offering.  It is possible that we may allocate the proceeds differently thaninvestors in this offering desire or that we will fail to maximize our return on these proceeds. We may, subsequent to this offering,modify our intended use of the proceeds to pursue strategic opportunities that may arise, such as potential acquisition opportunities.You will be relying on the judgment of our management with regard to the use of the net proceeds from this Offering, and you will nothave the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Any failure toapply the proceeds from this Offering effectively could have a material adverse effect on our business and cause a decline in the marketprice of our common stock.

Cautionary Note

The forward-looking statements contained hereinreport may prove incorrect.

This filing contains certain forward-looking statements,including among others: (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for expandingour business into various foreign countries; and (iii) our ability to distinguish ourselves from our current and future competitors. Theseforward-looking statements are based largely on our current expectations and are subject risks and uncertainties. Actual results coulddiffer materially from these forward-looking statements. In addition to the other risks described elsewhere in this “Risk Factors”discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive marketfactors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capitalor other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changesin our business; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. Consideringthese risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion,there can be no assurance that the events predicted in forward-looking statements contained in this Prospectus will, in fact, transpire.

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Because the risk factors referred to above, aswell as other risks not mentioned above, could cause actual results or outcomes to differ materially from those expressed in any forward-lookingstatements made by us, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statementspeaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statement to reflect events orcircumstances after the date on which such statement is made or reflect the occurrence of unanticipated events. New factors emerge fromtime to time, and it is not possible for us to predict which ones will arise. In addition, we cannot assess the impact of each factoron our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from thosecontained in any forward-looking statements.

We have sought to identify what we believe to be themost significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can weguarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors beforemaking an investment decision with respect to our common stock.

See Notes to Financial Statements

Please read this Prospectus carefully and in its entirety.This Prospectus contains disclosure regarding our business, our financial condition and results of operations and risk factors relatedto our business and our Common Stock, among other material disclosure items. We have prepared this Prospectus so that you will have theinformation necessary to make an informed investment decision.

You should rely only on information contained in thisProspectus. We have not authorized any other person to provide you with different information. This Prospectus is not an offer to sell,nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this Prospectusis complete and accurate as of the date on the front cover, but the information may have changed since that date.

The registration statement containing this Prospectus,including the exhibits to the registration statement, provides additional information about us and our common stock offered under thisProspectus. The registration statement, including the exhibits and the documents incorporated herein by reference, can be read on theSecurities and Exchange Commission website or at the Securities and Exchange Commission offices mentioned under the heading “WhereYou Can Find More Information.”

DESCRIPTION OF BUSINESS

Our Corporate History and Background

We were originally formed as RX Scripted, LLC on December30, 2004 as a North Carolina limited liability company and then converted to a Nevada corporation as RX Scripted, Inc. on December 5,2007. On January 7, 2010, we changed our name to MedCareers Group, Inc. MedCareers Group operated a website for nurses, nursing schoolsand nurses’ organizations to foster better communication between nurses and the nursing profession. On November 19, 2010, the Companyentered into a Share Exchange Agreement (the “Exchange”) with Nurses Lounge, Inc., a Texas corporation (“Nurses Lounge”)and its nine shareholders (the “Nurses Lounge Shareholders”), whereby we issued 24,000,000 restricted shares of common stockto the Nurses Lounge Shareholders in exchange for 100% of the issued and outstanding shares of common stock of Nurses Lounge.

Although 24,000,000 restricted shares were issuedin connection with the Exchange, certain of our significant shareholders agreed to cancel some of the shares of common stock they ownedso that the net effect of the Exchange was an increase to the outstanding shares of common stock by 7,175,000 shares rather than 24,000,000.Included in the shareholders receiving shares of common stock in connection with the Exchange, was Timothy Armes, founder and presidentof Nurses Lounge, Inc., who received 14,902,795 shares.

On November 29, 2018, we entered into a Share ExchangeAgreement whereby we acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4Less”), a privatecompany, in exchange for our issuance of nineteen thousand (19,000) shares of our Series B Preferred Stock, 6,750 Series C ConvertiblePreferred Shares, and 870 Series D Preferred Shares as shown in the following table.

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The Series C Convertible Preferred Shares have a rightto convert into our common stock in total as a class by multiplying the number of issued and outstanding shares of common stock by 2.63on the conversion date and then multiplying that number by the percentage of Series C shares being converted. Notwithstanding the foregoing,any and all outstanding shares of Series C Convertible Preferred Stock shall automatically convert at the Conversion Price on December31, 2024. As a result of this Share Exchange, the former shareholders of the private company, 4Less, became our controlling shareholders.The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein the private company,4Less is considered the acquirer for accounting and financial reporting purposes. Pursuant to the transaction, Tim Armes, our CEO, cancelled60,000,000 shares of common stock in exchange for 120 shares of Series D Preferred Stock. As a result of the transaction, 4Less, the privatecompany, became our wholly owned subsidiary and there was a change in our control whereby Christopher Davenport and Sergio Salzano, collectivelyhold voting rights equal to 63.37% of the total voting rights at any given time by virtue of holding 95% of the Series B Preferred Stock.In addition, Tim Armes, our CEO, still retains 1,000 Class B Preferred Shares, representing 3.30% of the Series B Preferred Stock. Accordingly,the total voting rights owned by Chris Davenport, Sergio Salzano, and Tim Armes are 66.67%. On December 12, 2019, The 4Less Corp. namewas changed to Auto Parts 4Less, Inc., a Nevada corporation, and continues to operate as our wholly owned subsidiary.

Industry Background

The specialty-equipment market includes parts andaccessories that are manufactured, sold, and distributed for cars, light trucks, sport utility vehicles, vans, and other passenger vehiclesmotorcycles, ATVs, UTVs, boats. Our manufactures’ products are designed to customize or enhance the performance, handling, or appearanceof both new and used vehicles. The auto specialty equipment market is often described as “the parts you want” rather than“the parts you need.” Our business has been referred to as “Automotive E-Tailing”, which means selling automotivecomponents online. According to a published report by Market Research Future, the global automotive e-tailing market is expected to reach$55.22 Billion by the end of the forecast period in 2022 (Source: https://www.marketwatch.com/press-release/automotive-e-tailing-market---2019-trends-size-share-growth-insight-competitive-analysis-leading-players-regional-and-global-industry-forecast-to-2022-2019-07-17which report is expressly not incorporated into this Prospectus).

Business

We currently operate three niche e-commerce websitesthrough which we sell auto parts that are directly listed on these websites as well as across marketplace and social media sites, includingthrough online marketplaces and social media platforms, such as Facebook, Instagram, YouTube and Google. These websites are:

We operate these websites as an e-commerce retailerand distributor of auto and truck parts, including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers,and shocks. The e-commerce auto equipment market is composed of two segments, the direct replacement referred to as the “OE”(Original Equipment) market, typically used for automobile repairs, and the after-market automobile parts market, typically for customizationof vehicles. We deal exclusively in the aftermarket.

On August 26, 2021, we launched a beta test version ofwhat we plan to be our flagship website, Autoparts4less.com (which website is expressly not incorporated by reference into this Prospectus).During this beta testing period we plan to make available and market products listed by numerous sellers with a plan to complete our presentvision for autoparts4less.com and become fully operational by May 2022. Autoparts4less.com will be distinguished from our other threewebsites in that it will operate as a streamlined automotive marketplace, as opposed to an e-commerce retailer, with hundreds ofsellers offering both aftermarket and Original Equipment Manufacturer (otherwise known as “OEM”) parts who will be solelyresponsible for shipping, refunds, and inquiries regarding parts.

Our proprietary web sites include order customization,live chat, install videos, directions, and installation services, in our effort to provide a quality buying experience for consumers interestedin purchasing aftermarket auto parts on the Internet today.

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A list of our current products appears below.