8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 16, 2015 (July 14, 2015)

EFACTOR GROUP CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-51569	84-1598154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1177 Avenue of the Americas, Suite 5060

New York, New York 10036

(Address of Principal Executive Offices)

(650) 380-8280

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On July 14, 2015, EFactor Group Corp. (the “Company”) filed a Certificate of Amendment (the “Amendment”) with the Secretary of State of the State of Nevada to effect a reverse stock split of its outstanding shares of common stock and preferred stock at a ratio of 1 for 60 (the “Stock Split”), which Amendment shall become effective on July 17, 2015. The Stock Split was previously approved by the board of directors of the Company and by stockholders holding at least a majority of the voting power of the Company. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The effective date of the Stock Split will be July 17, 2015. Upon the effectiveness of the Stock Split, the Company’s issued and outstanding shares of common stock will decrease from approximately 197.1 million shares to approximately 3.3 million shares of common stock, and the Company’s issued and outstanding shares of Series A preferred stock will decrease from 2.5 million shares to approximately 42,000 shares of Series A preferred stock, all with a par value of $0.001 per share. Fractional shares resulting from the Stock Split will be rounded up to the next whole number. The exercise price of the Company’s outstanding options and warrants will be adjusted accordingly.

On July 16, 2015, the Company issued a press release announcing the Stock Split.  A copy of the press release is attached hereto as Exhibit 99.1, which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment filed with the Nevada Secretary of State on July 14, 2015
99.1	Press release issued by the Company on July 16, 2015 regarding reverse stock split

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 16, 2015

EFACTOR GROUP CORP.
By:	/s/ Adriaan Reinders
	Name: Adriaan Reinders
	Title: Chief Executive Officer

EX-3.1

Exhibit 3.1

	BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov
		Filed in the office of	Document Number
			20150321992-24
		Barbara K. Cegavske	Filing Date and Time
		Secretary of State	07/14/2015 1:35 PM
		State of Nevada	Entity Number
			C20393-2001
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.  Name of corporation:

EFactor Group Corp.

2.  The articles have been amended as follows: (provide article numbers, if available)

Article 4: “This Corporation is authorized to issue two classes of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is Three Hundred Million (300,000,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Twenty Million (20,000,000) shares, par value $0,001.

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The Board of Directors also has express authority over any wholly unissued shares.

As of the effective date and time of this Certificate of Amendment, every sixty (60) shares of the Corporation’s issued and outstanding Common Stock and Preferred Stock are hereby combined and converted into one (1) share of Common Stock and one (1) share of Preferred Stock, respectively, without any action on the part of holder thereof. Fractional shares shall be rounded up to the nearest whole share.”

3.  The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is. 51.5%

4.  Effective date and time of filing: (optional)	Date:	7/17/15	Time:	8:00 am (EDT)
	(must not be later than 90 days after the certificate is filed)

5.  Signature: (required)

X               

Signature of Officer

*lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

	Nevada Secretary of State Amend Profit-After
This form must be accompanied by appropriate fees.	Revised: 1-5-15

EX-99.1

Exhibit 99.1

EFACTOR GROUP CORP. ANNOUNCES 1-FOR-60 REVERSE STOCK SPLIT

Capital restructuring positions Company for a potential listing on a national securities exchange

NEW YORK, NY – July 16, 2015 – EFactor Group Corp. (OTCQB:  EFCT) (“EFactor” or the “Company”), the premier business network for entrepreneurs designed to provide a variety of tools and business services to help drive entrepreneurial success, today announced that it is effecting a 1-for-60 reverse stock split of its common stock and preferred stock which will be effective for trading purposes as of the commencement of trading on July 17, 2015.  The board of directors and shareholders of EFactor previously approved the reverse stock split, with the timing and the specific ratio of the reverse stock split to be determined by EFactor’s Chief Executive Officer, to enhance EFactor’s ability to meet the minimum bid price requirements of a national securities exchange.

“We believe the reverse stock split, combined with the improvement in our business fundamentals and the growth in our subscriber base to approximately 1.9 million subscribers, positions us for a potential listing of our shares on a national securities exchange to enable us to capitalize on our future growth,” said Adriaan Reinders, Chief Executive Officer of EFactor.

Beginning at the opening of trading on July 17, 2015, every sixty (60) shares of issued and outstanding common stock will be automatically combined into one (1) share of common stock and every sixty (60) shares of issued and outstanding Series A preferred stock will be automatically combined into one (1) share of Series A preferred stock.  As a result of the reverse stock split, EFactor’s common stock will trade on the OTCQB Marketplace under the symbol "EFCTD". Consistent with regulations, "D" will be added to the end of the trading symbol for a period of 20 trading days to indicate that a stock split has occurred.  EFactor’s common stock will revert to trading under its original symbol "EFCT" after the 20-day trading period.

Holders of shares of common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split, and will see the effect of the reverse stock split automatically reflected in their accounts.  Beneficial holders may contact their bank, broker or nominee for more information.  Shareholders who hold physical stock certificates may contact the Company's transfer agent, Pacific Stock Transfer, at (702) 361-3033, in the event they want to exchange their existing certificates for new certificates representing their post-split number of shares (but are not required to do so) or for any other questions relating to their physical stock certificates. 

Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.  The Company’s outstanding options and warrants will be adjusted accordingly.

Additional details about the reverse stock split will be included in a Current Report on Form 8-K to be filed by EFactor with the Securities and Exchange Commission.

About EFactor Group Corp.

EFactor Group Corp. is the premier business network for entrepreneurs designed to provide a variety of tools and business services to help drive business success. Through its wholly owned business services subsidiaries, EFactor Group provides its growing entrepreneurial community of approximately 1.9 million members with social networking and education, entrepreneur-focused business services, and financing opportunities including crowd funding. A proprietary selection and matching algorithm to offer specific content and resources tailored to each entrepreneur's unique business needs. With members in all 196 countries in the world across 240 industry groups, EFactor Group has built the only comprehensive entrepreneurial community that serves as a source of inspiration and ideas on platform that also consolidates essential services to foster business growth.

EFactor Group's operations are categorized by the following Business Divisions: 1. Social Networking, 2. Business Services and, 3. Funding. For more information about EFactor Group, please visit http://efactorgroup.com.

Or see our company video here: http://ir.efactorgroup.com/videos/view/4/efactor-video

Cautionary Note on Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not statements of historical fact and often contain words such as "may," "will," "expect," "believe," "anticipate," "plan," "estimate," "seek," "could," "should," "intend," "potential," or words of similar meaning. Forward-looking statements are based on management's current expectations, beliefs, assumptions and estimates regarding our company, industry, economic conditions, government regulations, energy policies, the successful implementation of the reverse stock split, the trading of our common stock on the OTCQB Marketplace following the reverse stock split, and other factors. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements. These risks include risk factors described from time to time in the reports and registration statements we file with the Securities and Exchange Commission, including those in our most recent Form 10-K and any updates thereto in our Forms 10-Q. There may be other risks and uncertainties that are not currently known to us or that we currently believe are not material. We make forward-looking statements based on currently available information, and we assume no obligation to, and expressly disclaim any obligation to, update or revise publicly any forward-looking statements made in this release, whether as a result of new information, future events or otherwise, except as required by law.

Company:

Marion Freijsen - Co-Founder/COO

EFactor Group Corp.

Main: +1 650 380 8280

Email: marion@EFactorgoup.com

EFactor email: http://www.EFactor.com/marion

Investor Relations:

John Mattio - Corporate and Investor Communications

EFactor Group Corp.

Main: +1 203 297 3911

Email: john.mattio@EFactor.com