RW 1 efactors1withdrawalrequest00.htm S-1 WITHDRAWAL REQUEST Converted by EDGARwiz

EFACTOR GROUP CORP.

605 Market Street, Suite 600

San Francisco, California 94105


July 2, 2014

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

 

Re: 

EFactor Group Corp.

Registration Statement on Form S-1 (File No. 333-192574)

Request for Withdrawal

 

 Ladies and Gentlemen:

 

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the Securities Act), EFactor Group Corp. (the Company) hereby respectfully requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal of its Registration Statement on Form S-1 (File No. 333-192574), together with all exhibits and amendments thereto (the Registration Statement), which was originally filed with the Commission on November 27, 2013.  


The Company has determined at this time not to proceed with the offering due to unfavorable market conditions and requests that the Commission consent to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477. The Company confirms that no securities have been or will be issued or sold pursuant to the Registration Statement.  Pursuant to Rule 477(c), the Company advises the Commission that it may, upon consideration of its financing and strategic options, undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.


The Company respectfully requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Companys account to be offset against the filing fee for any future registration statement or registration statements.

 

Please address any questions you may have to our counsel, Richard I. Anslow, Esq. of Ellenoff Grossman & Schole LLP at (212) 370-1300.

 

Thank you for your assistance with this matter.

 

 

Sincerely,

 

EFACTOR GROUP CORP.

 

 

 

 

 

 

 

 

By:

/s/ Marion Freijsen

 

 

 

 

Marion Freijsen

 

 

 

 

Chief Operating Officer