UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~February~~March 64, 2024

Commission File Number 000-55089

AUTO PARTS 4LESS GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		90-1494749
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

106 W. Mayflower, North Las Vegas, NV 89030

(Address of principal executive offices)

(702) 267-6100

(Issuer’s telephone number)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~February~~March 64, 2024, Auto Parts ~~4Less~~4 Less Group, Inc., a Nevada corporation (the “Company”), issued a ~~promissory~~press ~~note~~release (announcing the ~~“Note”)~~reactivation ~~to Cavalry Fund I, LP, a Delaware limited partnership (“Investor”) for $35,200.08~~ of ~~cash~~LiftKits4Less.com ~~The Note, dated February 6, 2024, is in the~~to ~~principal~~accelerate ~~amount~~revenue ofgrowth ~~$39,111.00,~~and ~~representing~~diversify ~~an original issue discount (OID) of $3,911~~offerings.~~12.~~ The ~~Note~~press ~~matures~~release ~~October 31, 2024. The Note~~ is ~~convertible~~attached ~~into~~hereto ~~shares~~as ofExhibit ~~the~~99.1 ~~Company’s~~and ~~common stock beginning on the date that~~ is ~~180~~incorporated ~~days from the date of the Note, from~~herein ~~time~~by ~~to time following an Event of Default, and ending on the date of payment of the Default Amount, at a conversion price of $~~reference.01 per share; provided, however, that Investor may not convert the Note to the extent that such conversion would result in Investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s then-issued and outstanding common stock.

The ~~foregoing~~furnishing ~~description~~ of the ~~Note~~press ~~does~~release is not ~~purport~~an admission as to bethe ~~complete~~materiality ~~and~~of isany ~~qualified~~information therein. The information contained in ~~its~~the ~~entirety~~press byrelease ~~reference~~is summary information that is intended to ~~the~~be ~~full~~considered ~~text~~in the context of more complete information included in the ~~Note,~~Company’s afilings ~~copy~~with ofthe ~~which~~U.S. isSecurities ~~filed~~and asExchange ~~Exhibit~~Commission 10(the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise.1, ~~respectively,~~The Company undertakes no duty or obligation to update or revise the information contained in this ~~Current~~report, ~~Report~~although onit ~~Form~~may ~~8-K~~do ~~and~~so ~~incorporated~~from bytime ~~reference~~to ~~herein~~time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 27.~~03.~~01 ~~Creation~~of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of aSection ~~Direct~~18 ~~Financial~~of ~~Obligation~~the Securities orExchange anAct ~~Obligation~~of ~~under~~1934, anas ~~Off-Balance~~amended, ~~Sheet~~or ~~Arrangement~~otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) ~~Registrant~~of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

The issuance of the Note to Investor was made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to only one persons, the lack of any general solicitation or advertising in connection with such issuance, that the issuee is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that the issuee is acquiring the securities for its own account and without a view to distribute them.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
10.1*		Promissory Note dated as of February 6, 2024, $39,111.00 principal amount, in favor of Cavalry Fund I, LP
99.1*		Press release dated March 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Auto Parts 4Less Group, Inc.
Date: February 29, 2024	By:	/s/ Christopher Davenport
Date: March 4, 2024	By:	/s/ Christopher Davenport
		Christopher Davenport, Chief Executive Officer

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