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- 1-A/A Offering statement
- PART II AND III Form 1-A Amendment No. 3 Part II and III
- EX1A-4 SUBS AGMT Subscription Agreement
- EX1A-6 MAT CTRCT Agreement with Dalmore Group
- EX1A-6 MAT CTRCT Agreement with Dealmaker
- EX1A-6 MAT CTRCT Agreement with Plexus Cybermedia, Inc.
- EX1A-6 MAT CTRCT Settlement Agreement with JCC Trading LLC Dated 08-28-2020
- EX1A-6 MAT CTRCT Nevada Commercial Lease Agreement
- EX1A-6 MAT CTRCT Multi-tenant Facility Lease with Rancho Properties LLC
- EX1A-6 MAT CTRCT Tesla Lease Agreement
- EX1A-11 CONSENT Consent of Fruci and Associates II
- EX1A-11 CONSENT Consent of LJ Soldinger Associates
- EX1A-12 OPN CNSL Opinion of Frederick M. Lehrer, P. A.
- 8 Oct 21 253G2 Offering circular supplement
- 21 Sep 21 253G2 Offering circular supplement
- 21 Dec 20 253G2 Offering circular supplement
- 16 Dec 20 253G1 Information omitted from offering circular
- 15 Dec 20 QUALIF Notice of qualification
- 11 Dec 20 1-A/A Offering $15M in Equity
- 10 Dec 20 1-A/A Offering $15M in Equity
- 9 Dec 20 1-A/A Offering $15M in Equity
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25 Nov 20 1-A/A Offering $15M in Equity
- 16 Nov 20 1-A/A Offering $15M in Equity
- 26 Oct 20 1-A/A Offering $15M in Equity
- 22 Sep 20 1-A Offering $15M in Equity
EXHIBIT 11.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Offering Statement on Form 1-A, Amendment 3 of our audit report dated August 21, 2019 (except as to the 4,000 to 1 reverse stock split disclosed under “Common Stock” in Note 8 to the consolidated financial statements, of which the date is March 16, 2020), with respect to the consolidated balance sheet of The 4LESS Group, Inc. as of January 31, 2019, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January 31, 2019. Our report relating to those financial statements includes an emphasis of matter paragraph regarding an uncertainty about The 4LESS Group, Inc.’s ability to continue as a going concern.
We also consent to the reference to us under the heading “Interest of Named Experts and Counsel” in such Offering Statement.
/s/ Fruci & Associates II, PLLC
Spokane, Washington
November 25, 2020