Elray Resources : 2021 Annual Disclosure Statement with Financial Statements

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

ELRAY RESOURCES, INC.

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

_______________________________

[phone]

http://elraygaming.com

[e-mail]

7370

Annual Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 2,405,612,176

As of September 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:

(i) 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;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) 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

(iv) 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:

ELRAExact title and class of securities outstanding: Common Stock

CUSIP:	29015T702
Par or stated value:	$0.001
Total shares authorized:	2,500,000,000
Total shares outstanding:	2,405,612,176
Number of shares in the Public Float2:	2,171,193,184
Total number of shareholders of record:	103

as of date: December 31, 2021

as of date: December 31, 2021

as of date: December 31, 2021

as of date: December 31, 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: ☐

3)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.

A. 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: Opening Balance Date 12/31/2019 Common: 2,405,612,176 Preferred: 199,083,333	*Right-click the rows below and select "Insert" to add rows as needed.
Date of Transaction	Transaction type (e.g. new issuance, cancellation, shares returned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to market price at the time of issuance? (Yes/No)	Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).	Reason for share issuance (e.g. for cash or debt conversion) - OR- Nature of Services Provided	Restricted or Unrestricted as of this filing.	Exemption or Registration Type.
Shares Outstanding on Date of This Report: Ending Balance: Date 12/31/2021 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.

B. 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 Issuance	Outstandin g Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder (entities must have individual with voting / investment control disclosed).	Reason for Issuance (e.g. Loan, Services, etc.)
05/06/2013	$10,670	$50,000	$9,109	12/03/2013	Convrsion Price: 50% multiplied by the market price	JSJ Investments, Inc. Sameer Hirji	Loan
08/21/2014	$45,560	$50,000	$66,495	02/21/2015	Convrsion Price: 40% multiplied by the market price	JSJ Investments, Inc. Sameer Hirji	Loan
01/20/2015	$40,000	$40,000	$33,313	07/20/2015	Convrsion Price: 40% multiplied by the market price	JSJ Investments, Inc. Sameer Hirji	Loan
01/20/2015	$32,623	$60,000	$26,657	01/20/2010	Convrsion Price: 50% multiplied by the market price	JSJ Investments, Inc. Sameer Hirji	Loan
09/23/2014	$116,936	$75,000	$170,470	09/23/2015	Convrsion Price: 50% multiplied by the market price	WHC Capital, LLC Hamin Abdullah	Loan
09/02/2014	$10,966	$30,000	$17,999	03/02/2015	Convrsion Price: 50% multiplied by the market price	Beaufort Capital Partners LLC Robert Marino	Loan
10/13/2014	$15,393	$55,000	$26,856	10/13/2015	Convrsion Price: 45% multiplied by the market price	Tangiers Investment Group, LLC Michael Sobeck	Loan
10/13/2014	$33,000	$33,000	$43,850	10/13/2015	Convrsion Price: 45% multiplied by the market price	Tangiers Investment Group, LLC Michael Sobeck	Loan
02/23/2015	$4,654	$20,000	$3,868	01/23/2017	Convrsion Price: 40% multiplied by the market price	Microcap Equity Group, LLC Ibrahim Almagarby	Loan
01/23/2014	$481,500	$1,500,000	$570,833	01/23/2017	Convrsion Price: 100% multiplied by the market price	Virtual Technology Group, LLC Andrew McGreer	Loan
01/23/2014	$2,324,000	$2,800,000	$2,755,181	01/23/2017	Convrsion Price: 100% multiplied by the market price	GoldGlobe Investments Ltd Anastasia Themistocleous	Loan
04/15/2014	$5,800	$25,000	$6,601	04/14/2016	Convrsion Price: 60% multiplied by the market price	Vista Capital Investments, LLC David Clark	Loan

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

4)	Financial Statements
A.	The following financial statements were prepared in accordance with:
☒ U.S. GAAP
☐ IFRS
B.	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.

• C. Balance Sheet;

• D. Statement of Income;

• E. Statement of Cash Flows;

• F. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)

• G. Financial notes; and

• H. Audit letter, if audited

The Unaudited Financial Statements for the years ending December 31, 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.

5)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:

A. 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.

• B. Please list any subsidiaries, parents, or affiliated companies.

  None

• C. 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.

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.