FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this quarterly report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this quarterly report as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management's beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this quarterly report. Factors that can cause or contribute to these differences include those described under the headings "Risk Factors" and "Management Discussion and Analysis and Plan of Operation."

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this quarterly report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this quarterly report. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances that such forward-looking statements will prove to be correct.





Company

The Auto Parts 4Less Group Inc. ("FLES", the "Company", "we" or "us"), the Company described herein, was incorporated under the laws of the State of Nevada on December 5, 2007, with offices located at 106 W Mayflower, Las Vegas, Nevada 89030. Our phone number is (702) 267-7100.

Nature of Business - Auto Parts 4Less Group Inc.., formerly known The 4Less Group, Inc.and as MedCareers Group, Inc. (the "Company", "MCGI"), was incorporated under the laws of the State of Nevada on December 5, 2007.

On November 29, 2018, the Company entered into a transaction (the "Share Exchange"), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4Less Corp. ("4LESS"), in exchange for the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The Share Exchange closed on November 29, 2018. As a result of the Share Exchange, the former shareholders of 4LESS became the controlling shareholders of the Company. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein 4LESS is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the shares issued as a result of the reverse merger except otherwise noted.

On November 19, 2019 The 4Less Group acquired the URL Autoparts4Less.com and changed the name of their wholly owned subsidiary from the 4Less Corp. to Auto Parts 4Less, Inc. On April 28, 2022 the Company changed its name from The 4LESS Group, Inc. to Auto Parts 4Less Group, Inc.





Our Business

Like many small businesses, Christopher Davenport, the founder of Auto Parts 4Less ("4Less") previously named The 4less Corp., the wholly owned subsidiary of Auto Parts 4Less Group, Inc., began selling auto parts on eBay and shipping those items out of his garage in 2013. What started out as a hobby, quickly grew into a fully functioning ecommerce aftermarket auto parts company that required a significant technical staff and facilities to support their growth. In June of 2015, they leased their first office.

Originally the company listed their auto parts in the different marketplaces such as Amazon, eBay, Walmart and Jet.





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Starting in 2016 the company began investing to become their own ecommerce platform thereby allowing their auto parts to be direct listed across marketplace and social media sites. Technical achievements including CRM system, warehouse integration API, warehouse inventory software to name a few.

In 2019, shortly after the share exchange with MedCareers Group, Inc., with technology upgrades in place, 4Less began successfully moving majority of sales from third party marketplaces direct to their proprietary ecommerce web site Liftkits4Less.com. By doing so the company saves 8%-10% in fees charged by the major marketplace's such as e-Bay and Amazon as well as further building the 4less brand as a leading ecommerce site for auto parts.

On November 19, 2019 the Company acquired the URL Autoparts4Less.com and changed the name of their wholly owned subsidiary from the 4Less Corp. to Auto Parts 4Less, Inc. With the acquisition of the URL AutoParts4Less.com, the Company also began focusing all of their efforts and resources on building out a flagship automotive marketplace with the potential to offer buyers a wide range of automotive parts for cars, trucks, boats, motorcycles and RV's on a single platform.

In August 2021 the Company launched a beta test version of Autoparts4less.com. In a short period of time after the beta launch the company realized that with the amount of interest received from numerous types of larges sellers, which included not only ecommerce sites presently selling parts online, but also interest from other large parts sellers such as warehouse distributors, new car dealers with large inventories of parts as well as brick and mortar parts retailers looking to move sales online, the platform originally created would soon be inadequate. As such, the Company made the decision to upgrade to a larger and more advanced platform solution so they immediately began implementation of the AWS Fargate serverless platform solution.

The platform upgrade was completed in the 1st quarter FYE 2023, with marketplace sales expected to begin in 3rd quarter 2023.

On April 28. 2022 the Company changed its name from The 4Less Group, Inc. to Auto Parts 4Less Group, Inc.





Competition

We directly compete for buyers to use our web sites over current e-commerce sites as well as sellers that utilize major marketplaces such as Amazon and eBay. However, we believe our specialty ecommerce website liftkits4less.com offers substantial value-added content including installation guides, install videos, high impact photos, order customization and live chat with a technical expert.

Additionally, we believe that our automotive parts marketplace AutoParts4less.com, with no known large challengers presently in the space outside of "all things to all people" online marketplaces Amazon and eBay, has the opportunity to quickly be branded when launched as the auto part's industry premier marketplace just as sites like Etsy, Wayfair, Uber and Chewey's have been able to successfully do in their industries.

Results of Operations For the Six Months Ended July 31, 2022 compared to the six months ended July 31, 2021





The following table shows our results of operations for the six months ended
July 31, 2022, and 2021. The historical results presented below are not
necessarily indicative of the results that may be expected for any future
period.



                                                                    Change
                                   2022           2021            $           %
Total Revenues                 $  3,071,052   $  6,315,457   $ (3,244,405 )   (51% )
Gross Profit                        621,405      1,614,895       (993,490 )   (62% )

Total Operating Expenses 4,368,251 4,285,558 82,693 2% Total Other Income (Expense) (4,350,238 ) 350,857 (4,701,095 ) (1340% ) Net Income (Loss)

$ (8,097,084 ) $ (2,319,806 ) $ (5,777,278 )   249%




Revenue

The following table shows revenue split between proprietary and third-party website revenue for the six months ended July 31, 2022, and 2021:



                                                                Change
                                 2022          2021            $          %
Proprietary website revenue   $ 2,138,837     3,946,810   $ (1,807,973 ) (46% )
Third party website revenue       932,215     2,368,647     (1,436,432 ) (61% )
Total Revenue                 $ 3,071,052   $ 6,315,457   $ (3,244,405 ) (51% )




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We had total revenue of $3,071,052 for the six months ended July 31, 2022, compared to $6,315,457 for the six months ended July 31, 2021. Sales decreased by $1,388,177 primarily due to present economic conditions reducing consumer demand. In the prior year's quarter, sales were driven by high consumer demand as a result of economic stimulus packages provided during the pandemic and an aggressive marketing push by the Company. In addition, the Company is making efforts to maintain margins and refrain from loss leader pricing strategies. In the current fiscal we are still dealing with supply issues as we have less product available for sale as a result. The Company also recorded $96,153 in deferred revenue, which will be recognized as revenue next quarter and recognized $687,666 of deferred revenue recorded January 31, 2022. The deferred revenue represents orders paid by customers this period but delivered in the following period due to back orders and processing and delivery times. The Company also recorded $225,104 in customer deposits and recognized $665,143 recorded January 31, 2022. The customer deposits are orders paid by customers and canceled in the following period due to back orders or other reasons. For the prior year period, the Company recorded $298,711 in deferred revenue, which was recognized as revenue the next quarter and recognized $687,666 of deferred revenue that was recorded January 31, 2021, For the six months ended July 31, 2022, the Company also recorded $164,900 in customer deposits and recognized $188,385 recorded January 31, 2021.

The Company's focus continues in growing its proprietary website revenues and the Company was successful in that, increasing its proprietary website revenue by 64%. The company believes this strategy will lead to higher revenues and lower overall costs in the future. Third party website revenue fell by 6% due to listing removals which were a result of unfulfilled orders due to manufacturers failure to provide products in a timely basis.





Gross Profit

We had gross profit of $621,404 for the six months ended July 31, 2022, compared to gross profit of $1,614,895 for the six months ended July 31, 2021. Gross profit decreased by $993,491 as a result of the decreased revenues explained above and also due to an increase in cost because the Company had to purchase goods at higher product costs from distributers rather than the usual manufacturers for many of the new available products or some of the products that were not available from the usual manufacturers due to still existing supply chain issues.





Operating Expenses



The following table shows our operating expenses for the six months ended July
31, 2022, and 2021:



                                                                             Change
Operating Expenses                            2022          2021            $         %
Depreciation                               $    25,844   $    23,451         2,393    10%
Postage, Shipping and Freight                  114,949       335,749      (220,800 ) (66% )
Marketing and Advertising                      514,826     1,267,324      (752,498 ) (59% )
E Commerce Services, Commissions and                                               )      )
Fees                                           680,722       725,737       (45,015    (6%
Operating lease cost                            60,958        60,959            (1 )   0%
Personnel Costs                                373,315       759,193      (385,878 ) (51% )
General and Administrative                   2,597,637     1,113,145     1,484,492   133%
Total Operating Expenses                   $ 4,368,251   $ 4,285,558        82,693     2%

• Depreciation increased by $2,393 due to asset additions at the end of fiscal 2022, thus a higher asset value is being depreciated.





•  Postage shipping and freight decreased by $220,800 due to lower sales.

• Marketing and advertising decreased by $752,498 due to aggressive promotional efforts in the prior period to drive sales to our proprietary websites and build our brands. For the six months ended July 31, 2022, the spending has resumed to usual levels.

• E Commerce Services, Commissions and Fees decreased by $45,015 due to lower sales.

• Personnel Costs decreased by $358,878 mostly due to staff reductions as a result of lower demand.

• General and Administrative increased by $1,484,492 mainly due to stock-based compensation of $1,998,000 on the CEO's 250,000 options. This was partially reduced by reductions in investor relations costs as a result of the REG A subscription offering in the prior year and a reduction in professional fees due to associated reporting and business requirements of the afore-mentioned REG A subscription from the prior year's quarter.





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Other Income (Expense)



The following table shows our other income and expenses for the six months ended
July 31, 2022, and 2021:



                                                                           Change
Other Income (Expense)                     2022          2022           $            %
Gain (Loss) on Sale of Property and    $              $
Equipment                                         -       20,345        (20,345 )    100%
Gain (Loss) on Derivatives                 (657,626 )    (12,107 )     (645,519 )  5,332%
Gain on Settlement of Debt                    9,411      963,366       (953,955 )    (99% )
Amortization of Debt Discount            (2,376,607 )   (311,936 )   (2,064,671 )    662%
Interest Expense                         (1,325,416 )   (308,811 )   (1,016,605 )    329%
Total Other Income (Expense)           $ (4,350,238 ) $  350,857     (4,701,095 ) (1,340% )

The changes above can be explained by the increase in convertible debt that started at the end of last fiscal year and continued for the six months ended July 31, 2022. Convertible increase from $1,124,525 at July 31, 2021 to $6,903,890 at July 31, 2022. As a result all debt related items such as amortization of debt discount and interest expense increased significantly. The higher loss on derivatives in 2022 is a function of the market factors in the valuation of the derivative liability described in Note 10 as well as the derivative discounts acquired with the new debt.

We had net loss of $8,097,084 for the six months ended July 31, 2022, compared to net income of $2,319,806 for the six months ended July 31, 2021. The increase in net loss was mainly due to the large increase in other expenses, the lower sales and the increase in stock-based compensation as explained in the discussion above.

Results of Operations for the Three Months Ended July 31, 2022, Compared to the Three Months Ended July 31, 2021





The following table shows our results of operations for the three months ended
July 31, 2022, and 2021. The historical results presented below are not
necessarily indicative of the results that may be expected for any future
period.



                                                                   Change
                                   2022           2021            $          %
Total Revenues                 $  1,341,122   $  2,586,673   $ (1,245,551 ) (48% )
Gross Profit                        359,478        652,689       (293,211 ) (45% )

Total Operating Expenses 3,085,296 2,080,994 1,004,302 48% Total Other Income (Expense) (2,777,108 ) (323,944 ) (2,453,164 ) 757% Net Income (Loss)

$ (5,502,926 ) $ (1,752,249 ) $ (3,750,677 ) 214%




Revenue

The following table shows revenue split between proprietary and third-party website revenue for the three months ended July 31, 2022 and 2021:





                                                                Change
                                 2022          2021            $          %
Proprietary website revenue   $   902,594     1,823,709   $   (921,115 ) (51% )
Third party website revenue       438,528       762,964       (324,436 ) (43% )
Total Revenue                 $ 1,341,122   $ 2,586,673   $ (1,245,551 ) (48% )

We had total revenue of $1,341,122 for the three months ended July 31, 2022, compared to $2,586,673 for the three months ended July 31, 2021. Sales decreased by $1,245,552 primarily due to present economic conditions reducing consumer demand. In the prior year's quarter, sales were driven by high consumer demand as a result of economic stimulus packages provided during the pandemic and an aggressive marketing push by the Company. In the current fiscal we are still dealing with supply issues as we have less product available for sale as a result.





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Gross Profit

We had gross profit of $359,477 for the three months ended July 31, 2022, compared to gross profit of $652,689 for the three months ended July 31, 2022. Gross profit decreased by $293,212 as a result of the decreased revenues explained above.





Operating Expenses



The following table shows our operating expenses for the three months ended July
31, 2022 and 2021:



                                                                             Change
Operating Expenses                            2022          2021            $         %
Depreciation                               $    12,906   $    12,716           190     1%
Postage, Shipping and Freight                   40,251       142,562      (102,311 ) (72% )
Marketing and Advertising                      240,399       659,290      (418,891 ) (64% )
E Commerce Services, Commissions and
Fees                                           350,025       309,610        40,415    13%
Operating lease cost                            30,479        30,480            (1 )   0%
Personnel Costs                                168,016       461,700      (293,684 ) (64% )
General and Administrative                   2,243,220       464,636     1,778,584   383%
Total Operating Expenses                   $ 3,085,296   $ 2,080,994     1,004,302    48%




•  Depreciation increased by $190.



•  Postage shipping and freight decreased by $102,311 due to lower sales.

• Marketing and advertising decreased by $418,891 due to aggressive promotional efforts in 2021 to drive sales to our proprietary websites and build our brands. For the quarter ended July 31, 2022 the spending has resumed to usual levels.

• E Commerce Services, Commissions and Fees increased by $40,415 due to work on new website autopart4less.com which is partially offset by lower fees due to lower sales.

• Personnel Costs decreased by $293,693 due to staff reductions as a result of lower demand.

• General and Administrative increased by $1,778,584 mainly due to stock-based compensation of $1,998,000 on the CEO's 250,000 options. This was partially reduced by reductions in investor relations costs as a result of the REG A subscription offering in the prior year's quarter and a reduction in professional fees due to associated reporting and business requirements of the afore-mentioned REG A subscription from the prior year's quarter.





Other Income (Expense)

The following table shows our other income and expenses for the three months ended July 31, 2022, and 2021:





                                                                            Change
Other Income (Expense)                       2022          2022           $           %
Gain (Loss) on Sale of Property and      $              $
Equipment                                           -       20,345        (20,345 )  100%
Gain (Loss) on Derivatives                   (319,889 )    (16,294 )     (303,595 ) 1863%
Gain on Settlement of Debt                      5,822       49,317        (43,495 )  (88% )
Amortization of Debt Discount              (1,651,327 )   (183,408 )   (1,467,919 )  800%
Interest Expense                             (811,714 )   (193,904 )     (617,810 )  319%
Total Other Income (Expense)             $ (2,777,108 ) $ (323,944 )   (2,453,164 )  757%

The changes above can be explained by the increase in convertible debt this quarter ended July 31, 2022. Convertible debt increased to $6,903,890 from $1,124,525 so accordingly there were large increases in amortization expense and interest expense. The higher loss on derivatives is a function of the market factors in the valuation of the derivative liability described in Note 9 as well as the increase in derivative discount resulting from the new debt issuances.

We had a net loss of $5,502,926 for three months ended July 31, 2022, compared to a net loss of $1,752,249 for three months ended July 31, 2021. The decrease in net income was mainly due to the large increase in other expenses, the lower sales and the increase in stock-based compensation as explained in the discussion above.





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Liquidity and Capital Resources

Management believes that we will continue to incur losses for the immediate future. Therefore, we will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities, if ever. These conditions raise substantial doubt about our ability to continue as a going concern. Our unaudited consolidated financial statements do not include any adjustments relating to the recovery of assets or the classification of liabilities that may be necessary should we be unable to continue as a going concern.

As of July 31, 2022, we had a cash balance of $145,473, inventory of $290,445 and $12,520,672 in current liabilities. At the current cash consumption rate, we will need to consider additional funding sources going forward. We are taking proactive measures to reduce operating expenses and drive growth in revenue.

The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results.





Capital Resources

The following table summarizes total current assets, liabilities and working capital (deficit) for the periods indicated:





                             July 31, 2022     January 31, 2022
Current assets               $      572,640   $          564,615
Current liabilities              12,520,672            8,890,462

Working capital (deficits) $ (11,948,032 ) $ (8,325,847 )

Net cash used in operations for the six months ended July 31, 2022 was $2,991,819 as compared to net cash used in operations of $3,286,331 for the six months ended July 31, 2021. Net cash used in investing activities for the six months ended July 31, 2022 was $1,142 as compared to cash flows used in investing activities of $9,940 for the same period in 2021. Net cash provided by financing activities for the six months ended July 31, 2022 was $3,060,936 as compared to $3.401,098 for the six months ended July 31, 2021.

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