SEC Company Response from 4Less Group, Inc. (FLES) (CIK 0001438901) — Apr 30, 2020
4Less Group, Inc. (FLES) (CIK 0001438901)
Date: April 30, 2020 · CIK: 0001438901 · Accession: 0001161697-20-000174
AI Filing Summary & Sentiment
File numbers found in text: 000-55089
Referenced dates: April 27, 2020
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CORRESP
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THE 4LESS GROUP, INC.
April 30, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
ATTN: Jennifer Lopez & Erin Jaskot
RE:
The 4Less Group, Inc.
Preliminary Information Statement on Schedule 14C
Filed April 20, 2020
File No. 000-55089
Ms. Lopez and Ms. Jaskot:
On behalf of our Company, The 4Less Group,
Inc. (the “Company”), we are filing with the Securities and Exchange Commission (the “Commission”), a revised
Preliminary Information Statement on Schedule 14C (“Pre14c”) relating to the decrease in authorized Common Stock from
20,000,000,000 to 1,000,000,000.
This letter also sets forth the Company’s responses
to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Commission contained in the
Staff’s letter dated April 27, 2020 regarding your review of the first Pre14c, which was filed with the Commission on April 20,
2020.
For your convenience, the Staff’s comments
have been repeated below in their entirety, with the Company’s response to a particular comment set out immediately underneath
it. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter
from the Staff. When indicated, the responses described below are included in the revised Pre14c.
Preliminary Information Statement on
Schedule 14C
General
Your disclosure suggests that this
information statement relates to an amendment to your governing documents to decrease the company’s authorized share capital to
1,000,000,000 shares. However, your most recently filed governing documents indicate that you only have 350,000,000 shares currently
authorized. Please revise to clarify whether your amendment increases or decreases the authorized share capital and ensure consistency with
your governing documents. To the extent you are decreasing your authorized common stock, please tell us how this enables you to
raise funds for purposes such as equity financings, and to issue shares upon the exercise of convertible securities, as you disclose
on page 5. As a related matter, we were unable to locate Exhibit A with the text of the amendment. Please include such exhibit
in your amended filing.
THE 4LESS GROUP, INC.
The Company erroneously failed to file the
proper governing documents via a Current Report of Form 8-k upon the successful filing of such governing documents with the State
of Nevada on February 22, 2019 and pursuant to a Definitive Information Statement on Schedule 14C filed with the SEC on February
2, 2019. These governing documents evidenced i) a change in the name of the Company to The 4 Less Group, Inc., ii) an increase
in the authorized common stock of the Company to 20,000,000,000, and iii) a reverse stock split in the ratio of 6000:1. Upon
notification that such filing was deficient, as provided by the Comment Letter to which this is a response, the Company filed a
Current Report on Form 8-k dated April 29, 2020 to explain and remedy that error. Therefore, the Pre14c addressed by the Comment
Response, as initially filed on April 20, 2020 is for a decrease in the authorized Common Stock of the Company.
Further, we have revised the Pre14c to amend
the reason for such Decrease in Authorized Common Stock, as the indicated reasons were erroneously included. Finally, Exhibit A
has been included within the revised Pre14c.
If you have any questions or comments regarding
these responses or require any additional information, please do not hesitate to contact me or our counsel, Eilers Law Group, P.A.
at (786) 273-9152.
Very truly yours,
/s/ Timothy Armes
Timothy Armes, CEO
The 4 Less Group, Inc.
cc: Mallory Meredith, Esq.
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