ITEM 4.01 CHANGES IN REGISTRANT’S
On April 30, 2019 the Board of
Directors of The 4Less Group Inc., a Nevada corporation (the “Company”), approved and ratified the engagement of Fruci
& Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm for the Company’s
fiscal year ended January 31, 2019, effective immediately, and dismissed Marcum LLP (“Marcum”) as the Company’s independent
registered public accounting firm.
Pursuant to applicable rules,
the Company makes the following additional disclosures:
(a) The report of Marcum on the
consolidated financial statements of MedCareers Group, Inc. as of January 31, 2018 and for the year then ended did not
contain an adverse opinion or disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph relating to the Company’s ability
to continue as a going concern. During the period from August 8, 2018 through
April 30, 2019, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved to Marcum’s satisfaction would have caused Marcum to make
reference thereto in connection with its report on the financial statements for the year ended January 31, 2018. During the period
from August 8, 2018 through April 30, 2019, with the exception of material weaknesses related to our internal control over financial
reporting, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
(b) During the period from August
8, 2018 and through April 30, 2019, the Company did not consult with Fruci with respect to any matter whatsoever including without
limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described
in Item 304(a)(1)(v) of Regulation S-K.
Company has provided Marcum with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the statements made therein. Once such letter is furnished
by Marcum, the Company will file a copy of such letter on an amended Current Report on Form 8-K.