EFACTOR GROUP CORP.

On August 19, 2015, we amended three $200,000 promissory notes dated March 2, 2015, March 22, 2015 and April 8, 2015, pursuant to certain Amendments to Convertible Promissory Notes, each dated August 19, 2015, between us and Magna Equities I. In addition, we amended five promissory notes dated and in the amounts as follows: March 2, 2015 - $175,000; March 15, 2015 - $15,000; March 27, 2015 - $29,500, May 1, 2015 - $53,000 and May 27, 2015 - $85,000, pursuant to certain Amendments to Convertible Promissory Notes, each dated August 19, 2015, between us and Magna Equities II, LLC and together with Magna I, Magna. The amended notes provide that, upon the consummation of this offering, the note holders have the right to (i) demand payment in cash of 40% of the outstanding principal and accrued interest at a rate of 125% of such amount, and (ii) convert the remaining 60% of the outstanding principal and accrued interest into shares of our common stock at a 25% discount to the offering price of the shares in this offering. Further, the holders may not convert the remaining 40% of the notes into shares of our common stock, or otherwise sell any shares of our common stock, until the earlier of 15 days following the consummation of this offering and the date our shares of common stock are listed on a U.S. national securities exchange, subject to certain conditions. We also issued Magna I a five-year warrant to purchase 150,000 shares of our common stock at an exercise price of $0.01 per share. In addition, this agreement has been amended to extend to the end of November 2015.

On September 3, 2015, we amended certain loan agreements, each dated January 8, 2015, with Greentree Financial Group, Inc., or Greentree, and Williams Holdings Corp., or Williams, each in the amount of $62,500. The amendments provide that Greentree and Williams will not convert their promissory notes into shares of our common stock and will not sell any shares of our common stock prior to October 31, 2015. In consideration, we issued to each of Greentree and Williams a five-year warrant to purchase 20,000 shares of our common stock at an exercise price of $2.00 per share.

On September 3, 2015, we amended that certain Securities Purchase Agreement, dated January 26, 2015, between us and LG Capital Funding, LLC, or LG, with respect to two convertible promissory notes, each in the principal amount of $78,750, of which one has been funded to date. The amendment provides that LG will not convert its promissory notes into shares of our common stock and will not sell any shares of our common stock prior to October 31, 2015. In addition, the second note will be used to repay the principal amount of the first note in full, along with a portion of outstanding penalties. Any additional prepayment penalties and accrued interest owed on the first note will be paid upon the closing of this offering. In consideration thereof, we issued to LG a five-year warrant to purchase 1,400 shares of our common stock at an exercise price of $4.00 per share. In addition, we have granted LG the right to participate in this offering upon the same terms as other investors.

On November 13, 2015, the Company issued a 10% OID convertible promissory note amounting to $110,000 with JDF Capital Inc. The note is subject to annual interest of 0% if repaid within ninety days (90) after that period of time the rate changes to 10%, and has a term of one (1) year. This note is convertible at any time on or after the issuance date at the option of the holder at a conversion price  the lower of (i) 60% of the lowest reported sale price of the common stock for the 25 trading days immediately prior to the issuance date or (ii) 60% of the lowest reported sale price for the 25 days prior to the voluntary conversion date, which method of calculation shall be chosen in the sole discretion of the Holder; provided, however, that the conversion price will not be lower than $0.001. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. In addition the Company issued to JD Capital Inc. 25,000 shares of its $0.001 common stock as additional consideration for the purchase of the note by the investor.

In the three months ended September 30, 2015, we issued an aggregate of 291,654 shares of common stock as follows: (i) 8,929 shares of common stock were issued to an individual for approximately $25,000 in cash, (ii) 196,000 shares of common stock valued at $196,000 were issued in connection with the conversion of a warrant, (iii) 68,954 shares of common stock valued at approximately $151,284 were issued in connection with a conversion of debt, (iv) 17,771 shares of common stock valued at approximately $186,186 were issued for professional services. These issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact these shareholders are accredited investors and are familiar with our operations or were issued in a private transaction.