ITEM 4.01 CHANGES IN REGISTRANT’S
On October 25, 2019, Fruci
& Associates II, PLLC (“Fruci”) resigned as the independent registered public accounting firm of The 4Less
Group Inc., a Nevada corporation (the “Company”).
On October 25, 2019, the
Company’s Board of Directors approved and ratified the engagement of LJ Soldinger & Associates LLC
(“Soldinger”) as the Company’s independent registered public accounting firm, effective
Pursuant to applicable
rules, the Company makes the following additional disclosures:
(a) During the period from
April 30, 2019 through October 25, 2019, there were no disagreements with Fruci on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Fruci’s
satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for
such years. During the period from April 30, 2019 through October 25, 2019, there were no events of the type described in
Item 304(a)(1)(v) of Regulation S-K.
(b) During the period from
April 30, 2019 and through October 25, 2019, the Company did not consult with Soldinger 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.
The Company has provided
Fruci 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.
A copy of Fruci’s
letter dated October 29, 2019, is filed as Exhibit 16.1 hereto.