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): ~~April~~February 295, ~~2024~~2025

Commission File Number 000-55089

AUTO PARTS 4LESS GROUP, INC. (Exact name of small business issuer as specified in its charter)

(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.)

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 71.0103 ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

OnAssignment ~~April~~for ~~29, 2024,~~ the ~~Company~~ ~~issued~~Benefit ~~a press release announcing the launch~~ of aCreditors ~~weekly live podcast hosted by CEO and Founder, Christopher Davenport. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

~~The~~On ~~furnishing~~January of30, ~~the~~2025, ~~press~~following ~~release is not an admission as to~~ the ~~materiality~~approval of ~~any information therein. The information contained in~~ the ~~press~~Assignment ~~release~~for ~~is summary information that is intended to be considered in~~ the ~~context~~Benefit of ~~more~~Creditors ~~complete information included in the Company’s filings with the U.S. Securities and Exchange Commission~~ (the “~~SEC~~ABC”), ~~and other public announcements that~~ the ~~Company~~Board ~~has~~of ~~made~~Directors ~~and~~approved ~~may~~entering ~~make~~into ~~from~~the ~~time~~ABC towith ~~time by~~Auto ~~press~~Part ~~release~~4Less orGroup, ~~otherwise~~Inc., ~~The~~and ~~Company~~its ~~undertakes~~wholly noowned ~~duty~~subsidiary orAuto ~~obligation~~Parts to4Less, ~~update~~Inc., orboth ~~revise~~Nevada corporations, (the ~~information~~"Assignors") ~~contained~~entered ininto ~~this~~an ~~report, although~~assignment itof ~~may~~assets do(the so"Assignments") ~~from time~~ to ~~time~~Stone asBlossom ~~its~~Capital ~~management~~LLC, ~~believes~~(the ~~is appropriate~~"Assignee"). The ~~Any~~Assignee ~~such~~will ~~updating~~administer ~~may~~both becorporation’s ~~made~~assets ~~through~~and liabilities for the ~~filing~~benefit of ~~other~~ ~~reports~~its orcreditors ~~documents~~as ~~with~~ the ~~SEC,~~holder ~~through~~of ~~press~~a ~~releases~~power orof ~~through~~attorney ~~other~~from ~~public~~the ~~disclosures~~Assignor.

The ~~information~~foregoing indescription ~~this Item 7.01~~ of ~~this Current Report on Form 8-K and~~ the ~~press~~Assignment ~~release~~Agreement ~~shall~~does not bepurport ~~deemed~~to ~~“filed”~~be ~~for~~complete ~~purposes~~and ofis ~~Section~~qualified 18in ofits ~~the~~entirety ~~Securities Exchange~~by ~~Act~~reference ~~of 1934, as amended, or otherwise subject~~ to the ~~liabilities~~Assignment ofAgreement, ~~that~~which ~~section~~is orfiled ~~Sections 11 and 12(a)(2) of the Securities Act of 1933,~~ as ~~amended~~Exhibit 99.1 ~~The~~to ~~information~~this ~~contained~~Current inReport ~~this~~on ~~Item~~Form ~~7.01~~8-K 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~~herein.

Item 5.02 Departure of Director or Certain Officers.

On January 30, 2025, Christopher Davenport resigned from the Board of Directors and as Chief Executive Officer of both Assignors effective contemporaneous with the execution of the Assignments and effectuation of the Assignments. Mr. Davenport has agreed to provide assistance to the Assignee to facilitate an orderly process.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
99.1*		Press release dated April 29, 2024
99.1		Auto Parts 4Less Group, Inc. and Auto Parts 4Less, Inc. Assignment for the Benefit of Creditors dated January 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______

* Filed herewith.

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: April 29, 2024	By:	/s/ Christopher Davenport
Date: February 5, 2025	By:	/s/ Christopher Davenport
		Christopher Davenport, Chief Executive Officer

~~- 2 -~~3

Exhibit 99.1

Auto Parts 4Less Group, Inc. and Auto Parts 4 Less, Inc.

Assignment for the Benefit of Creditors dated January 30, 2025

Filing Compare · Auto Parts 4Less Group, Inc.