Elray Resources : Amendment No. 1 - Quarterly Disclosure and Financial Statements

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Amendment No. 1

ELRAY RESOURCES, INC.

3651 Lindell Road, Suite D131, Las Vegas, NV 89103

[phone]

http://elraygaming.com

[e-mail]

7370

QuarterlyReport

For the Period Ending: September 30, 2021

(the "Reporting Period")

As of September 30, 2021, the number of shares outstanding of our Common Stock was:

2,405,612,176

As of June 30, 2021, the number of shares outstanding of our Common Stock was:

2,405,612,176

As of December 31, 2020, the number of shares outstanding of our Common Stock was:

2,405,612,176

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Elray Resources Inc. December 13, 2006

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Nevada - active

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

3651 Lindell Road, Suite D131, Las Vegas NV 89103

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

2)	Security Information
Trading symbol:	ELRA
Exact title and class of securities outstanding: Common Stock
CUSIP:		29015T702
Par or stated value:	$0.001
Total shares authorized:	2,500,000,000as of date: September 30, 2021
Total shares outstanding:	2,405,612,176as of date: September 30, 2021
Number of shares in the Public Float2:	2,171,193,184	as of date: September 30, 2021
Total number of shareholders of record:	103	as of date: September 30, 2021

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

All additional class(es) of publicly traded securities (if any): None

Transfer Agent

Name:	Empire Stock Transfer Inc.
Phone:	702-818-5898
Email:	[e-mail]
Address: 1859 Whitney Mesa Dr., Henderson NV 89014
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

1. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒

Shares Outstanding as of Second Most Recent Fiscal

Year End:

*Right-click the rows below and select "Insert" to add rows as needed.

Opening Balance

Date 12/31/2018

Common: 2,405,612,176

Preferred: 199,083,333

Date of

Transaction

Number of

Class of

Value of

Were the

Individual/ Entity

Reason for share

Restricted or

Exemption or

Transaction

type (e.g. new

Shares Issued

Securities

shares

shares

Shares were issued

issuance (e.g. for

Unrestricted

Registration

issuance,

(or cancelled)

issued

issued at a

to (entities must

cash or debt

as of this

Type.

cancellation,

($/per

discount to

have individual

conversion)

-

filing.

shares

share) at

market

with voting /

OR-

Nature

returned to

Issuance

price at the

investment control

of Services

treasury)

time of

disclosed).

Provided

issuance?

(Yes/No)

Shares Outstanding on Date of This Report:

Ending Balance:

Date 09/30/2021

Common: 2,405,612,176

Preferred: 199,083,333

Use the space below to provide any additional details, including footnotes to the table above:

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

1. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

Date of Note	Outstandin	Principal	Interest	Maturity		Conversion Terms (e.g.		Name of Noteholder	Reason for
Issuance	g Balance	Amount at	Accrued ($)	Date		pricing mechanism for		(entities must have	Issuance (e.g.
	($)	Issuance ($)				determining conversion of		individual with voting /	Loan,
						instrument to shares)		investment control	Services, etc.)
								disclosed).
05/06/2013	$10,670	$50,000	$8,840	12/03/2013		Conversion Price: 50%		JSJ Investments, Inc.	Loan
						multiplied by the market price		Sameer Hirji
08/21/2014	$45,560	$50,000	$64,198	02/21/2015		Convrsion Price: 40%		JSJ Investments, Inc.	Loan
						multiplied by the market price		Sameer Hirji
01/20/2015	$40,000	$40,000	$32,104	07/20/2015		Conversion Price: 40%		JSJ Investments, Inc.	Loan
						multiplied by the market price		Sameer Hirji
01/20/2015	$32,623	$60,000	$25,670	01/20/2010		Conversion Price: 50%		JSJ Investments, Inc.	Loan
						multiplied by the market price		Sameer Hirji
09/23/2014	$116,936	$75,000	$163,986	09/23/2015		Conversion Price: 50%		WHC Capital, LLC	Loan
						multiplied by the market price		Hamin Abdullah
09/02/2014	$10,966	$30,000	$17,668	03/02/2015		Conversion Price: 50%		Beaufort Capital	Loan
						multiplied by the market price		Partners LLC
								Robert Marino
10/13/2014	$15,393	$55,000	$26,080	10/13/2015		Conversion Price: 45%		Tangiers Investment	Loan
						multiplied by the market price		Group, LLC
								Michael Sobeck
10/13/2014	$33,000	$33,000	$42,186	10/13/2015		Conversion Price: 45%		Tangiers Investment	Loan
						multiplied by the market price		Group, LLC
								Michael Sobeck
02/23/2015	$4,654	$20,000	$3,750	01/23/2017		Conversion Price: 40%		Microcap Equity Group,	Loan
						multiplied by the market price		LLC
								Ibrahim Almagarby
01/23/2014	$481,500	$1,500,000	$541,706	01/23/2017		Conversion Price: 100%		Virtual Technology	Loan
						multiplied by the market price		Group, LLC
								Andrew McGreer
01/23/2014	$2,324,000	$2,800,000	$2,614,595	01/23/2017		Conversion Price: 100%		GoldGlobe Investments	Loan
						multiplied by the market price		Ltd
								Anastasia
								Themistocleous
04/15/2014	$5,800	$25,000	$6,426	04/14/2016		Conversion Price: 60%		Vista Capital	Loan
						multiplied by the market price		Investments, LLC
								David Clark

Use the space below to provide any additional details, including footnotes to the table above:

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by (name of individual)4:

Name:	Anthony B. Goodman
Title:	CEO and CFO
Relationship to Issuer:	Officer and director

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

1. Balance Sheet;
2. Statement of Income;
3. Statement of Cash Flows;
4. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)
5. Financial notes; and
6. Audit letter, if audited

The Unaudited Financial Statements for the nine months ending September 30, 2021 and 2020 are appended hereto.

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

1. Issuer's Business, Products and Services

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

1. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")
   Elray Gaming was formed in 2004 when a group of Successful Online Software marketing specialists identified an opportunity: the market need for professional and qualified consultants to effectively manage, market and operate online e-commerce businesses.
2. Please list any subsidiaries, parents, or affiliated companies. None
3. Describe the issuers' principal products or services.
   Elray Gaming was formed in 2004 when a group of Successful Online Software marketing specialists identified an opportunity: the market need for professional and qualified consultants to effectively manage, market and operate online e-commerce businesses. Elray Tech provides a complete turnkey solution for numerous successful online e-commerce companies as well as performs strategic marketing and consulting services for companies from all parts of the world.

1. Issuer's Facilities

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.