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  As filed with the Securities and Exchange Commission on December 23, 2022

  UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

  Form 20-F/A

  (Amendment No. 1)

  (Mark One)

          ☐

            REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

        ☒

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended December 31, 2021 OR

          ☐

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

          ☐

            SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  Date of event requiring this shell company report

                                               For the transition period from                                                                to

  Commission file number 000-56191

  ParcelPal Logistics Inc.

  (Exact name of Registrant as specified in its charter)

          ParcelPal Logistics Inc.

          British Columbia, Canada

          (Translation of Registrant’s name into English)

          (Jurisdiction of incorporation or organization)

  1111 Melville Street, Suite 620, Vancouver, BC V6A 2S5, Canada

  (Address of principal executive offices)

  Rich Wheeless

  Rich@parcelpal.com

  Tel. (587) 883 9811

  (Name, telephone, e-mail and/or facsimile number and address of company contact person)

  Securities registered or to be registered pursuant to Section 12(b) of the Act.

  None

  Securities registered or to be registered pursuant to Section 12(g) of the Act.

  Common Shares

  *Not for trading, but only in connection with the registration of American Depositary Shares. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

  Not Applicable

  Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

  The number of outstanding Common Shares of the issuer as at December 31, 2021, was 155,838,733.

  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  Yes ☐ No ☒

  If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

  Yes ☐ No ☒

  Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
    the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  Yes ☒ No ☐

  Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
    period that the registrant was required to submit such files).

  Yes ☒ No ☐

  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company”
    in Rule 12b-2 of the Exchange Act:

          Large accelerated filer ☐

          Accelerated filer ☐

          Non-accelerated filer ☒

          Emerging growth company ☒

  If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

  Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
    7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

          International Financial Reporting Standards as issued by the International Accounting

          Other ☐

          Standards Board ☒

  If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

  Item 17 ☐        Item 18 ☐

  If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Yes ☐ No ☒

  EXPLANATORY NOTE

  This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2021 (the “Annual Report”), which was originally filed with the U.S.
    Securities and Exchange Commission on May 4, 2022. The purpose of this Form 20-F/A is to amend certain information presented under (1) Item 3.D., Risk Factors; (2) Item 4, History and Development of the Company, (3) Item 5. Operating and Financial
    Review and Prospects, Convertible Notes, Year 2021 compared to year 2020, and Year 2020 compared to Year 2019, (4) Item 7., Item Major Shareholders ; and (5) Note 12, description of convertible notes.

  This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above or herein. No other
    changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the
    original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.

        Item 3. – D.

          Risk factors

  Investment in our common shares involves a high degree of risk. You should consider carefully the risks described below, and our other public filings, before making any investment decisions regarding
    our securities. You should not construe the information provided herein as constituting investment, legal, tax or other professional advice. If any of the following events actually occur, our business, operating results, prospects or financial
    condition could be materially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. Moreover, the risks described below are not the only ones that we face. Additional
    risks not presently known to us or that we currently deem immaterial may also affect our business, operating results, prospects or financial condition. The Company makes no representations or warranties of any kind with respect to the likelihood our
    business will succeed, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

  No changes to the risk factors included in our May 4, 2022 Annual Report on form 20-F have been amended, other than the risk factors set forth below and are, therefore, not otherwise included in this
    Amendment No. 1 to the annual report. Please refer to the risk factors set forth in our Form 20-F filed May 4, 2022 for a complete set of such risk factors that an investor should read prior to making any investment decisions.

  Effect of international conflicts on supply chain and energy costs, including fuel costs for delivery fleet.

   The demand for, and price of, oil and gas is highly dependent on a variety of factors, including international supply and demand, the level of consumer demand, weather conditions, the price and
    availability of alternative fuels, actions taken by governments in setting energy policy, and global economic and political developments. Domestic and international oil and gas prices have fluctuated widely in recent years and may continue to fluctuate
    significantly in the future. Recent fuel and energy costs have risen further for a number of reasons, including the push for green energy alternatives (which are not currently widely commercially available), the closure of domestic oil and gas
    pipelines and the limitations of fossil fuel exploration on federally owned or controlled lands. This situation has been exacerbated in 2022 by international conflicts, including the recent military invasion of Ukraine by Russia. While the cost of fueling our Amazon delivery vehicles has largely become a nullity (in terms of the cost of revenue) as a result of the fuel cost coverage provided under our latest contract with Amazon in February 2021 (whereby Amazon
      provides fuel cards for the vehicles), we have expanded our operations and business customer base to include regions in the United States beginning in late 2021.  Our non-Amazon customer agreements currently provide only a partial reimbursement (or
      stipend) per gallon for vehicle fuel, which does not reflect the foregoing increases in these costs. These combined issues have caused our vehicle fuel costs to rise in relation to our non-Amazon customers and, therefore, increased the cost of doing
      business. We cannot predict where the price of vehicle fuel will go in the long term; however, such rising costs may negatively impact our operating profits and costs of doing business, and may cause a negative impact on our operating margins.

  We may be adversely affected by supply chain issues.

   Supply chain issues have struck virtually every industry, including, but not limited to, the manufacturing space, semiconductor and chips, production of home and commercial electronics and
    appliances, mechanized equipment, automobiles and marine vehicles and other items that require manufacturing, repair or maintenance of products. All businesses have been negatively affected by both the Covid-19 Pandemic, government imposed restrictions
    and policies among other tangential effects or each, both domestically and internationally. These issues have also triggered labor and workforce shortages, requiring us to continually search for new drivers at a higher cost of labor (average truck
    driver wages increase 10.9% in 2021: https://www.furnituretoday.com/logistics/wages-for-truck-drivers-jumped- in-2021), as well as shortages in sourcing new and used delivery vehicles on a timely or cost effective basis. For example, in 2021, list
    prices for new work trucks increased more than 13%, and new van prices rose more than 18%. In 2021, the price of used vans averaged $40,000 compared to $33,000 in 2020, and the price of used work trucks increased an average of over 40% (https://www.mwsmag.com/commercial-vehicle-demand-is-rising-and-so-are-prices.).
    These shortages could continue to affect the availability of our fleet of delivery vehicles from running at maximum or sufficient capacity required to service the needs of current and/or new customers. As a result, any inability to make scheduled
    deliveries, service growing or new customers or have the ability establish new geographic locales could cause us to experience a reduction or loss in customers, revenues or reduce the growth rate of our company, each or any one of which could adversely
    affect relationships with existing and prospective customers. These supply chain and workforce shortages have also been and may continue to be impacted by the COVID-19 pandemic, or future variants, and/or may be impacted by other events outside our
    control, including macro-economic events, trade restrictions, political crises, other public health emergencies, or natural or environmental occurrences. Our existing customer agreements contain fixed payment terms, and we cannot seek an increase in
    customer payment rates, if at all, until the renewal term of such contracts. We believe the trend in higher labor costs and supply chain issues will continue into fiscal year 2022. As a result, such shortages and increased cost of labor have adversely
    affected and, could in the future adversely affect, our operating results.

        Item 4.

          Information on the Company

        A.

          History and development of the Company

    We were incorporated under the laws of Alberta in March 1997 and, in June 2006, changed our jurisdiction of incorporation to British Columbia, Canada. The registered office is
      located at Suite 620, 1111 Melville St, Vancouver, BC V6E 3V6, and our telephone number is 1-587-883-9811. Our address on the Internet is www.parcelpal.com. The information on, or accessible through, our website is not part of this annual
      report on Form 20-F. We have included our website address in this annual report on Form 20-F solely as an inactive textual reference. The Company has appointed Vcorp Services, LLC, located at 25 Robert Pitt Drive, Suite 204, Monsey, New York 10952,
      as agent for service of process to receive legal correspondence on our behalf.

    See also “Subsequent Events” in Note 14 of this annual report for additional information on other capital financing, customer agreement and expansion transactions entered into
      subsequent to the reporting period of this annual report, including with Sysco@Home, Bayshore Specialty Rx, Oco Meals and other new customer agreements and expansion opportunities, as well as an (up to) $2,300,00 face value financing in September
      2021, each of which we have previously announced.

    On November 30, 2021, we announced an agreement with UpMeals, which is another meal kit delivery company.

    On October 18, 2021, the Company changed its auditor from Dale Matheson Carr-Hilton LaBonte LLP (“DMCL”) to BF Borgers CPA, PC (“BF Borgers”) as its independent registered public
      accounting firm.

    On October 5, 2021, we announced that we signed a “letter of intent” for an acquisition of another United States delivery service company.  The total proposed purchase price is $1.35
      million USD, consisting of 50% in shares of restricted common stock (the price per share to be set at the closing price of our common stock on the 2nd business day post-closing) and 50% in cash to be paid in tranches.  The purchase price was set at
      one time annual prior year’s revenue of the acquiree.  The closure of the acquisition timeframe is dependent on customary closing conditions, including the completion of due diligence, as well as FedEx approving of the sale of the assets. We
      purchased only the regional asset described herein, as the seller’s company, which held multiple such assets, sites and contracts, was not offered for sale.

    On September 16, 2021, the Company announced that the parties related to the Company’s acquisition of its first United States delivery service company officially closed the
      transaction.

    On September 15, 2021, the Company completed a non-brokered private placement pursuant in which we issued an unsecured convertible note to Tangiers Global, LLC with a face value
      of up to US$2,300,000. See Item 10C “Material Contracts” for more information.

    On August 31, 2021, we announced an agreement with WeDoLaundry which operates in the laundry and dry cleaning space.

    On August 12, 2021, we announced an agreement to provide delivery services with Farmer’s Meal.  The Com