UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

_________________



FORM 10-Q/A

(Amendment number 2)



_________________

þ   QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period
ended:June 30th 2012

or

o     TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from: _ to __

_________________

ELRAY RESOURCES, INC.

(Exact
name of registrant as specified in its charter)

_________________

|Nevada                            | 000-52727    | 98-0526438         
|--------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)





575 Madison Avenue, Suite 1006,  New
York, NY 10022(Address of Principal Executive Offices) (Zip Code)

(917) 775-9689(Registrant’s
telephone number, including area code)

N/A(Former
name or former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.     Yes  þ     No  o

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     Yes  þNoo

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.

|Large accelerated filer  o | Accelerated filer  o | Non-accelerated filer  o | Smaller reporting company   þ
|-------------------------- | -------------------- | ------------------------ | -----------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).     Yes  o     No  þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☑No



On June 30, 2012, the last business
day of the registrant’s most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates
of the registrant was $4,537,140, based upon the closing price on that date of the Common Stock of the registrant on the OTC Bulletin
Board system of $0.006. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial
owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

Indicate the number of shares
outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The issuer had 948,078,879,
211,018,516, and 88,000,000 shares of common stock, Series A preferred stock, and Series B preferred stock, respectively, issued
and outstanding as of August 1, 2012.









1









EXPLANATORY NOTE



Elray Resources, Inc. (the “Company”)
is filing this Amendment No. 2 on Form 10-Q/A (this “Amendment No. 2”) to reflect the effects of reporting errors.
These errors related to the discussion related to the transaction with Mr. Lao Sio I. The disclosure was stated in three different
sections of the Form 10-Q as filed. In Part II. Other Information. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The discussion was incorrectly stated.

The disclosure was incorrectly stated in one of the sections, In Part II. Other Information. Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds

Additional clarification has also
been included in ‘Part II. Other Information, Item 1. Legal Proceedings’, ‘Part I. Financial Information, Item
1. Note 7. Equity and Part I. Financial Information’, and ‘Part I. Item 2. Overview’, which is related to the
transaction with Mr. Lao Sio I.

In addition, as required by Rule
12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Company's principal executive officer and principal
financial officer have provided new Rule 13a-14(a) certifications and Section 1350 certifications in connection with this Amendment
No. 2.









TABLE
OF CONTENTS







|                                  |                                                                 |  | Page |   
|--------------------------------- | --------------------------------------------------------------- |  | ---- | --
|PART
    I. FINANCIAL INFORMATION
|                                  |                                                                 |  |     
|ITEM
    1.                       | CONSOLIDATED
    FINANCIAL STATEMENTS (UNAUDITED)               |  |      | 4 
|                                  | CONSOLIDATED BALANCE SHEETS                                     |  |      | 4 
|                                  | CONSOLIDATED STATEMENTS OF OPERATIONS                           |  |      | 5 
|                                  | CONSOLIDATED STATEMENTS OF CASH FLOWS                           |  |      | 6 
|                                  | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                  |  |      | 8 
|ITEM
    2.                       | MANAGEMENTS
    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION    |  |      | 12
|ITEM
    3.                       | QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  |  |      | 14
|ITEM
    4.                       | CONTROLS
    AND PROCEDURES                                     |  |      | 14
|                                  |                                                                 |  |      |   
|PART
    II. OTHER INFORMATION   
|                                  |                                                                 |  |      |   
|ITEM
    1.                       | LEGAL PROCEEDINGS                                               |  |      | 15
|ITEM
    1A.                      | RISK FACTORS                                                    |  |      | 15
|ITEM
    2.                       | UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |  |      | 15
|ITEM
    3.                       | DEFAULTS
    UPON SENIOR SECURITIES                             |  |      | 16
|ITEM
    4.                       | MINE SAFETY
    DISCLOSURES                                     |  |      | 16
|ITEM
    5.                       | OTHER INFORMATION                                               |  |      | 16
|ITEM
    6.                       | EXHIBITS                                                        |  |      | 16
|                                  |                                                                 |  |      |   
|SIGNATURES                        |                                                                 |  | 17   |   






















PART I – FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS





|ELRAY REOUSRCES, INC.                                                                                                                    
|-----------------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                            
|Consolidated Balance Sheets                                                                                                              
|(Unaudited)                                                                                                                              
|                                                                                                                                         
|                                                                                                                                         
|                                                                                                                                         
|ASSETS                                                                                                                                   
|                                                                                                                                         
|Current assets:                                                                                                                          
|Cash                                                                                                                                     
|Total assets                                                                                                                             
|                                                                                                                                         
|LIABILITIES AND SHAREHOLDERS' DEFICIT                                                                                                    
|                                                                                                                                         
|Current liabilities:                                                                                                                     
|Accounts payable and accrued liabilities                                                                                                 
|Accounts payable – related parties                                                                                                       
|Notes payable                                                                                                                            
|Convertible notes payable, net of discounts                                                                                              
|Loans from shareholders                                                                                                                  
|Derivative liabilities - note conversion feature                                                                                         
|Total current liabilities                                                                                                                
|Long-term note payable                                                                                                                   
|Total liabilities                                                                                                                        
|                                                                                                                                         
|Commitments and contingencies                                                                                                            
|                                                                                                                                         
|Shareholders' deficit:                                                                                                                   
|Series A preferred stock, par value $0.001, 300,000,000 shares authorized, 211,018,516 shares issued and outstanding                     
|Common stock, par value $0.001, 1,500,000,000 shares authorized, 888,078,879 and 844,092,578 shares issued, and outstanding, respectively
|Additional paid-in capital                                                                                                               
|Subscription receivable                                                                                                                  
|Accumulated deficit during the development stage                                                                                         
|Total shareholders' deficit                                                                                                              
|Total liabilities and shareholders' deficit                                                                                              
|                                                                                                                                         
|See accompanying notes to unaudited consolidated financial statements.                                                                   
|                                                                                                                                         
|                                                                                                                                         















ELRAY RESOURCES, INC.

(A Development Stage Company)

Consolidated Statements
of Operations

(Unaudited)

|                                                                  |  |                                     |             |                                   |  |                                            |             |      |  |     
|----------------------------------------------------------------- |  | ----------------------------------- | ----------- | --------------------------------- |  | ------------------------------------------ | ----------- | ---- |  | ----
|                                                                  |  | For the three months ended June 30, |             | For the six months ended June 30, |  | Inception (June 26, 2006) through June 30,
|                                                                  |  | 2012                                |             | 2011                              |  | 2012                                       |             | 2011 |  | 2012
|                                                                  |  |                                     |             |                                   |  |                                            |             |      |  |     
|Operating expenses:                                               |  |                                     |             |                                   |  |                                            |             |      |  |     
|General and administrative expenses                               |  | $                                   | 444,640     |                                   |  | $                                          | 726,667     |      |  | $   
|Impairment of intangibles                                         |  |                                     | —           |                                   |  |                                            | —           |      |  |     
|Compensation expense to related party for extinguishment of debt  |  |                                     | —           |                                   |  |                                            | 161,000     |      |  |     
|Depreciation                                                      |  |                                     | —           |                                   |  |                                            | 6,936       |      |  |     
|Exploration                                                       |  |                                     | —           |                                   |  |                                            | —           |      |  |     
|Loss on disposal of assets                                        |  |                                     | —           |                                   |  |                                            | —           |      |  |     
|Total operating expenses                                          |  |                                     | 444,640     |                                   |  |                                            | 894,603     |      |  |     
|Loss from operations                                              |  |                                     | (444,640    | )                                 |  |                                            | (894,603    | )    |  |     
|                                                                  |  |                                     |             |                                   |  |                                            |             |      |  |     
|Other income (expense):                                           |  |                                     |             |                                   |  |                                            |             |      |  |     
|Interest expense                                                  |  |                                     | (111,431    | )                                 |  |                                            | —           |      |  |     
|Interest income                                                   |  |                                     | 790         |                                   |  |                                            | —           |      |  |     
|Unrealized gain on derivative liability - note conversion feature |  |                                     | 1,948       |                                   |  |                                            | —           |      |  |     
|Loss on settlement of accounts payable                            |  |                                     | —           |                                   |  |                                            | —           |      |  |     
|Total other income (expense)                                      |  |                                     | (108,693    | )                                 |  |                                            | —           |      |  |     
|Net loss                                                          |  | $                                   | (553,333    | )                                 |  | $                                          | (894,603    | )    |  | $   
|                                                                  |  |                                     |             |                                   |  |                                            |             |      |  |     
|Net loss per common share - basic and diluted                     |  | $                                   | (0.00       | )                                 |  | $                                          | (0.00       | )    |  | $   
|                                                                  |  |                                     |             |                                   |  |                                            |             |      |  |     
|Weighted average common shares outstanding - basic and diluted    |  |                                     | 873,622,308 |                                   |  |                                            | 215,413,739 |      |  |     
|                                                                  |  |                                     |             |                                   |  |                                            |             |      |  |     

See accompanying notes to unaudited consolidated
financial statements.

















|ELRAY RESOURCES, INC.                                                   
|------------------------------------------------------------------------
|(A Development Stage Company)                                           
|Consolidated Statements Of Cash Flows                                   
|(Unaudited)                                                             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Cash flows from operating activities:                                   
|Net loss                                                                
|Adjustments to reconcile net loss to cash used in operations activities:
|Depreciation                                                            
|Loss on disposal of asset                                               
|Impairment of intangibles                                               
|Compensation expense to related party for extinguishment of debt        
|Stock-based compensation                                                
|Loss on settlement of accounts payable                                  
|Amortization of debt discount                                           
|Interest expense incurred on issuance of convertible debt               
|Unrealized gain on derivative liabilities - note conversion feature     
|Changes in operating assets and liabilities:                            
|Accounts payable and accrued liabilities                                
|Accounts payable – related parties                                      
|Net cash used in operating activities                                   
|                                                                        
|Cash flows from investing activities:                                   
|Purchase of mineral properties                                          
|Purchase of property and equipment                                      
|Cash acquired from share exchange transaction                           
|Net cash used in investing activities                                   
|                                                                        
|Cash flows from financing activities:                                   
|Proceeds from convertible notes payable                                 
|Proceeds from long-term notes payable                                   
|Proceeds from notes payable - related parties                           
|Common stock issued for cash                                            
|Contributed capital                                                     
|Net cash provided by financing activities                               
|Net increase in cash                                                    
|Cash at beginning of period                                             
|Cash at end of period                                                   
|                                                                        



















|ELRAY RESOURCES, INC.                               
|----------------------------------------------------
|(A Development Stage Company)                       
|Consolidated
    Statements Of Cash Flows- Continued
|(Unaudited)                                         
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Supplemental disclosure of cash flow information:   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    

See accompanying notes to unaudited consolidated
financial statements.

















ELRAY RESOURCES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 30, 2012

(Unaudited)



NOTE 1 – BASIS OF PRESENTATION



The accompanying unaudited interim consolidated
financial statements of Elray Resources, Inc. (“Elray” or the “Company”) have been prepared in accordance
with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission
(“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the
Company’s annual report for the year ended December 31, 2011 on Form 10-K filed on April 13, 2012.



In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations
for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially
duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended December
31, 2011 have been omitted.



Use
of Estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet.  Actual
results could differ from those estimates.



Cash and Cash Equivalent



The Company considers all highly liquid
short-term investments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains
its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning December 31, 2010
through December 31, 2012, all noninterest-bearing transaction accounts were fully insured, regardless of the balance of the account,
at all FDIC-insured institutions. This unlimited insurance coverage was separate from, and in addition to, the insurance coverage
provided to the depositor’s other accounts held by a FDIC-insured institution, which are insured for balances up to $250,000
per depositor until December 31, 2013. At June 30, 2012, the amounts held in banks exceed the insured limit by $750,781.



Subsequent Events



Elray evaluated subsequent events through
the date these financial statements were issued.



Recent Accounting Pronouncements



Elray’s management does not believe
that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material
effect on the accompanying financial statements.





NOTE 2 – GOING CONCERN



The accompanying unaudited consolidated
financial statements of Elray have been prepared on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company sustained net losses of $918,961 and cash used in operating
activities of $455,528 for the six months ended June 30, 2012.  The Company had a working capital deficiency, stockholders’
deficiency and accumulated deficit of $1,987,635, $1,997,635 and $7,939,300, respectively, at June 30, 2012. These factors raise
substantial doubt regarding the Company’s ability to continue as a going concern. Without realization of additional capital,
it would be unlikely for Elray to continue as a going concern.  Elray's management plans on raising cash from public or private
debt or equity financing, on an as needed basis, and in the longer term, revenues from the gambling business.  Elray's ability
to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations
through the development of its gambling business.













NOTE 3 – NOTES PAYABLE

Notes payable

Notes payable at June 30, 2012
and December 31, 2011 consisted of the following:

|                                 | Final Maturity | Interest Rate | June 30, 2012 | December 31, 2011
|-------------------------------- | -------------- | ------------- | ------------- | -----------------
|                                 |                |               |               |                  
|C. Smith                         | 9/18/11        | 8%            | 14,850        | 14,850           
|D. Radcliffe                     | 9/18/11        | 8%            | 49,500        | 49,500           
|L. Kaswell                       | 9/18/11        | 8%            | 99,000        | 99,000           
|M. Trokel                        | 9/18/11        | 8%            | 49,500        | 49,500           
|Morchester International Limited | 7/14/12        | 15%           | 35,429        | 35,429           
|Morchester International Limited | 7/14/12        | 8%            | 10,000        | 10,000           
|Radcliffe Investment Partners I  | 9/18/11        | 8%            | 34,650        | 34,650           
|Total                            |                |               | $ 292,929     | $ 292,929        



On December 9, 2011, Elray entered into an Amended Splitrock
Agreement whereby the Company acquired certain assets and liabilities of Splitrock. As part of the liabilities assumed in terms
of the Amended Splitrock Agreement, the Company assumed notes payable of $292,929 bearing interest of 8% or 15% per annum.

Convertible notes payable

Convertible notes payable, net
of discounts, at June 30, 2012 and December 31, 2011 consisted of the following:



|                        |  | June 30, 2012 |           | December 31, 2011   
|----------------------- |  | ------------- | --------- | --------------------
|                        |  | Principal     |           | Unamortized Discount
|                        |  |               |           |                     
|Alan Binder             |  | $             | 25,000    |                     
|JSJ Investments, Inc.   |  |               | —         |                     
|JSJ Investments, Inc.   |  |               | 25,000    |                     
|Asher Enterprises, Inc. |  |               | 42,500    |                     
|Asher Enterprises, Inc. |  |               | 32,500    |                     
|Rousay Holdings Ltd.    |  |               | 2,000,000 |                     
|Total                   |  | $             | 2,125,000 |                     



On December 9, 2011, as a result
of the Splitrock transaction (see above), the Company assumed $25,000 of a convertible note. The note is due on August 4, 2012
with 10% annual interest. The note was convertible to Splitrock’s common stock at $0.10 per share prior to December 9, 2011
and is now convertible to 7,545,272 shares of the Company’s common stock. The Company recorded a beneficial conversion feature
of $5,181 on December 9, 2011 and amortized debt discount of $3,886 during the six months ended June 30, 2012. The Company did
not repay the note on August 4, 2012 and this note is currently in default.

On October 12, 2011, the Company
entered into a convertible note agreement with JSJ Investments, Inc. (“JSJ”) for $25,000 in cash. The note is for one
year and bears interest at a rate of 8% per annum. From April 12, 2012 to April 12, 2013, the note holder has the option to convert
the note to common shares in the Company at a discount of 50% of the average of the preceding seven days closing price. On May
4, 2012, JSJ converted this note into 11,986,301 shares of common stock.

On January 19, 2012, the Company
entered into an agreement with JSJ in which JSJ agreed to loan the Company $25,000 (the “Second JSJ note”). The note
is for one year and bears interest at a rate of 10% per annum. From July 19, 2012 to July 19, 2013, the note holder has the option
to convert the note to common shares in the Company at a discount of 50% of the average of the preceding seven days closing price.

On February 1, 2012, the Company
entered into a convertible promissory note with Asher Enterprises, Inc. (“Asher”) for $42,500 (the “First Asher
Note”). The note bears interest at 8% and matures on November 6, 2012. In the event that the note remains unpaid at that
date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding
into common shares in the Company at a rate equal to 58% of the average lowest three closing prices during the ten trading days
prior to the conversion date.

On March 15, 2012, the Company
entered into a convertible promissory note with Asher for $32,500 (the “Second Asher Note”). The note bears interest
at 8% and matures on December 19, 2012. In the event that the note remains unpaid at that date, the Company will pay default interest
of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock
at a rate equal to 58% of the average lowest three closing prices during the ten trading days prior to the conversion date.

On April 25, 2012, the Company
entered into a promissory note with Rousay Holdings Ltd (“Rousay”) for $10,000,000. If funded in full, the note will
be secured by the issuance of 923,206,006 shares of the Company’s common stock and will be due in one year at an interest
rate of 20% payable in arrears. On maturity, the interest of $2,000,000 is payable in cash and the note holder may elect to take
ownership of the shares held, in lieu of repayment of principal. As of June 30, 2012, $2 million of the promissory note had been
funded. The Company will seek to have Rousay fund the balance of $8 million of the note.

Due to the JSJ and Asher notes’
conversion feature, the actual number of shares of common stock that would be required if a conversion of the note was made through
the issuance of common stock cannot be predicted, and the Company could be required to issue an amount of shares that may cause
it to exceed its authorized common share amount. As a result, the conversion feature requires derivative accounting treatment and
will be bifurcated from the note and “marked to market” each reporting period through the income statement.

The conversion feature of the
Second JSJ Note, the First Asher Note and the Second Asher Note was valued at $40,743, $54,486, and $42,236, respectively, on the
issuance date. As a result, these notes were fully discounted and the fair value of the conversion feature in excess of the principal
amount of these notes totaled $37,465 was expensed immediately as additional interest expense.

Loans from shareholders

On September 5, 2008, Elmside
Pty Ltd, a company related to a former director, agreed to an interest free loan of $55,991 to the Company on an as-needed basis
to fund the business operations and expenses of the Company until December 9, 2011, the due date of the loan. The note is in default.

Long-term note payable

On February 1, 2012, the Company
entered into an agreement with Gold Globe Investments Limited (“GoldGlobe”) whereby Gold Globe would loan the Company
$20,000 in tranches of $5,000 each, paid as needed by the Company. The loan is due in two years at an interest rate of 12% per
annum. As of June 30, 2012, the Company had received $10,000 of this loan.









NOTE 4 – DERIVATIVE LIABILITIES – NOTE
CONVERSION FEATURE

Due to the conversion feature
contained in the First JSJ Note, the Second JSJ Note, the First Asher Note and the Second Asher Note issued, the actual number
of shares of common stock that would be required if a conversion of the note as further described in Note 3 was made through the
issuance of the Company’s common stock cannot be predicted, and the Company could be required to issue an amount of shares
that may cause it to exceed its authorized share amount. As a result, the conversion feature requires derivative accounting treatment
and will be bifurcated from the note and “marked to market” each reporting period through the income statement. The
fair value of the conversion future of these notes was recognized as a derivative liability instrument and will be measured at
fair value at each reporting period.



The Company remeasured the fair value
of the instrument as of June 30, 2012, and recorded an unrealized loss of $7,539 for the six months ended June 30, 2012. At June
30, 2012 and December 31, 2011, the derivative liability associated with the note conversion feature was $138,409 and $28,595,
respectively. The Company determined the fair values of these liabilities using a Black-Scholes valuation model with the following
assumptions:

|                                                           |  | December 31, 2011 |         | January 19, 2012 |  | February 1, 2012 |         | March 15, 2012 |  | June 30, 2012
|---------------------------------------------------------- |  | ----------------- | ------- | ---------------- |  | ---------------- | ------- | -------------- |  | -------------
|Estimated market value of common stock on measurement date |  | $                 | 0.01650 |                  |  | $                | 0.0125  |                |  | $            
|Exercise price                                             |  | $                 | 0.00825 |                  |  | $                | 0.00625 |                |  | $            
|Discount rate                                              |  |                   | 0.3050  | %                |  |                  | 0.3350  | %              |  |              
|Expected volatility                                        |  |                   | 192     | %                |  |                  | 221     | %              |  |              
|Expected dividend yield                                    |  |                   | 0.00    | %                |  |                  | 0.00    | %              |  |              





NOTE 5 – COMMITMENTS AND CONTINGENCIES



Legal Proceedings



From time to time, we may be party to
litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not involved
currently in legal proceedings other than those detailed in Note 7 that could reasonably be expected to have a material adverse
effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings
in the future.



Commitments and Contingencies

In October 2011, the Company
entered into a one-year agreement with consultants to provide services relating to the development of an online gaming site. In
return for such services, the Company pays the consultants $20,000 per month.

On June 1, 2012, the Company
entered into an agreement with Ludlow Capital, Inc. (“Ludlow”) to provide investor relations services to the Company
for six months. In consideration for such services the Company agreed to issue 2,000,000 shares to Ludlow. The Company has recorded
consulting expense of $2,333, based on the market price of issuance date, for services provided during the six months ended June
30, 2012. As of June 30, 2012, none of these shares had been issued.



NOTE 6 – RELATED PARTY TRANSACTIONS



As of June 30, 2012 and December 31,
2011, loans from Elmside, a shareholder, were $55,991. The loans were due on demand.



As of June 30, 2012 and December 31,
2011, the Company had accounts payable of $309,209 and $297,298 to its chief executive officer and a company owned by the chief
executive officer for reimbursement of expense, compensation, and liabilities assumed from Splitrock.



As of June 30, 2012 and December 31,
2011, the Company had stock payable to its two non-executive directors of $0 and $17,000.





NOTE 7 – EQUITY



Preferred Stock – Series A



On March 22, 2012, Elray entered into
a binding letter of intent with Golden Match Holdings Limited (“GM”), a company incorporated in the British Virgin
Islands. Pursuant to the letter of intent, Elray and GM will enter into an acquisition agreement in which Elray will acquire all
of the outstanding shares of GM and the shareholders and consultants of GM will acquire a minimum of 95% of the Company’s
common stock. Pursuant to the agreement, Elray has 30 days to secure a $10,000,000 line of credit or loan before Elray and GM enter
into a definitive purchase agreement.



On May 3, 2012, in anticipation of the
imminent closing of the GM acquisition, the Company authorized the creation of 300,000,000 shares of Series A Preferred stock.
Prior to a planned reverse split of common shares at a ratio of 100:1, the Class A Preferred Series shares are convertible at a
rate of 100 common shares for each Class A Preferred Share.



On May 4, 2012, the Company entered
into an acquisition agreement under which the Company acquired all of the outstanding shares of Golden Match Holdings Limited.
This follows the letter of intent previously signed on March 22, 2012. Under the terms of the acquisition agreement, Elray acquired
100% of Golden Match Holdings Limited, an investment holding company which has a profit sharing agreement with CALI Promocao de
Jogos Sociedade Unipessoal Lda., a company incorporated under the laws of the Special Administrative Region of Macau. Pursuant
to the agreement, the Company transferred to the principals of Golden Match Holdings Limited 211,018,516 of its Series A Preferred
Stock, which on a fully diluted basis, will equal 95% of the Company's then outstanding shares. Pursuant to the above-referenced
agreement, Mr. Lao Sio I had been appointed to the Company’s Board of Directors. On July 1, 2012, the Board of Directors
held a special board meeting, wherein a motion was approved to remove Mr. Lao Sio I as a director. As of the date of this report,
the Company is engaged in legal proceedings with Mr Lao Sio I and is seeking rescission of the transaction and damages based on
claims of breach of contract against Mr. Lao Sio I, among other claims.



As of
June 30, 2012, the 211,018,516 shares of Series A Preferred Stock issued had been recorded at $211,019, par value, with a subscription
receivable at the same amount.











Common Stock



On April 30, 2012, the Company issued
2,500,000 shares for cash of $10,000.



On May 4, 2012, the Company issued 23,500,000
shares of common stock for services, valued at $124,550, based on the market price on the issuance date. The value of stock issued
is amortized over the service period according to the related agreements. As of June 30, 2012, $28,267 was recorded as subscription
receivable as the Company had not received the services.



On April 12, 2012, the Company issued
6,000,000 shares of common stock valued at $42,000, based on the stock price of issuance date, to two directors in consideration
of their services.





NOTE 8 – SUBSEQUENT EVENTS



On June 5, 2012, the Company entered
into a convertible promissory note with Asher for $32,500. The note bears interest at 8% and matures on March 7, 2013. In the event
that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of
180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 58% of the average lowest
three closing prices during the ten trading days prior to the conversion date. The funding was not received until July 3, 2012.



On July 1, 2012, the Company authorized
the creation of 100,000,000 shares of Series B preferred stock. One share of Series B preferred stock is convertible to one share
of the Company’s common stock and has voting rights of 1,000:1 with common stock.



On July 1, 2012, the Company entered
into an agreement with Maxwell Newbould to acquire certain assets and intellectual properly related to Penny Auction Technology,
in exchange for 88,000,000 shares of the Company’s Series B preferred stock. The shares were issued to Gold Globe Investments
acting as escrow agent. The Series B preferred shares are to be held by Gold Globe Investments until such time as the Company concludes
its due diligence. On completion of the due diligence to the satisfaction of the Company, Maxwell Newbould will be granted a seat
on the Board of Directors of the Company and an additional 20,000,000 Series B Preferred Shares. The Company expects to conclude
its due diligence within 120 days.



On July 12, 2012, the Company approved
the issuance of 3,000,000 shares each to Roy Sugarman and Michael Silverman, in consideration for director services to be provided
in July, August and September. The shares were valued at $0.005 per share and an expense of $30,000 will be recorded for the issuance
during the service period.













ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION



The following discussion and analysis
summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity position
for the three and six months ended June 30, 2012. This discussion and analysis should be read in conjunction with our audited financial
statements and notes thereto included in our Annual Report on Form 10-K for our year-ended December 31, 2011 and the consolidated
unaudited financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those
discussed in the forward-looking statements.



Forward-looking statements



This Quarterly Report on Form 10-Q contains
forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations,
intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties
including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change
at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii)
other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.



In some cases, you can identify forward-looking
statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’
‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’
‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’
‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable
terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility
for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after
the date of this Report.



Overview



Elray Resource, Inc. was incorporated
in Nevada on December 13, 2006. Its wholly-owned subsidiary, Angkor Wat Minerals Ltd. was incorporated in Cambodia on June 26,
2006.



Elray owned a 100% interest in Porphyry
Creek, a 90 square kilometer gold and copper claim located in Cambodia. On February 10, 2011, Elray entered into an agreement
to dispose of Angkor Wat Minerals in exchange for 56,847,500 ordinary shares of Cambodian Gold PLC, and the majority shareholders
and board of directors of the Company approved a dividend of 56,847,500 shares of Cambodian Gold PLC to the Elray shareholders
of record as of February 7, 2011 on a basis of one share of Cambodian Gold for each share owned in Elray. As of the current date,
Cambodian Gold PLC has failed to take transfer of the gold mining assets and issue the shares in exchange. Elray has failed to
find a buyer for these assets and has discontinued maintenance and exploitation of the gold mining properties. Exploitation of
the gold mining properties is not part of the current business strategy and therefore does not justify the expenditure and resources
necessary to maintain and exploit them.



On February 23, 2011, Elray entered
into a Purchase Agreement (the “Splitrock Agreement”) to acquire 100% of the issued and outstanding shares of Splitrock
Ventures (BVI) Limited (“Splitrock”), a British Virgin Islands company, in consideration of the issuance of 592,454,728
shares of common stock of the Company. Splitrock is in the online gaming business. On the closing date, pursuant to the terms of
the Splitrock Agreement, Anthony Goodman, representing the shareholders of Splitrock, acquired the 592,454,728 shares of Elray’s
common stock, which resulted in a change of control under which 70% of the shares of Elray are now held by the previous shareholders
of Splitrock. In accordance with the Splitrock Agreement, Barry J. Lucas resigned as Chairman and Director and Anthony Goodman
was elected as a replacement; Neil Crang resigned as Director and Donald Radcliffe and Roy Sugarman were elected as replacements;
and Michael J. Malbourne resigned as Secretary and David E Price, Esq. was appointed as a replacement.



On December 9, 2011, Elray entered into
an Amended Purchase Agreement (“Amended Splitrock Agreement”) which amended certain elements of the Splitrock Agreement
originally entered into by the parties of February 23, 2011. Whereas under the Splitrock Agreement, the Company was to acquire
100% of the shares of Splitrock, pursuant to the Amended Splitrock Agreement, the Company shall instead acquire only certain assets
and liabilities of Splitrock. As consideration for the acquisition of Splitrock, the Company has issued 592,454,728 shares to the
shareholders of Splitrock as full consideration therefore.



On March 8, 2012, the Company finalized
negotiations for advanced Web Application Intellectual Property that will allow Elray to build unique Consumer Web Products that
will be marketed under the brand CrazyJapps. The Company is currently performing final due diligence and is expected to finalize
the purchase agreement in the coming weeks.



On March 22, 2012, Elray entered into
a binding letter of intent with Golden Match (“GM”), a company incorporated in the British Virgin Islands. Pursuant
to the letter of intent, Elray and Golden Match will enter into an acquisition agreement in which Elray will acquire all of the
outstanding shares of GM and the shareholders and consultants of GM will acquire a minimum of 95% of the Company’s common
stock. Pursuant to the agreement, Elray had 30 days to secure $10,000,000 line of credit or loan before Elray and GM enter into
a definitive purchase agreement.



On April 25, 2012, the Company entered
into a promissory note with Rousay Holdings Ltd for $10,000,000. If funded in full, the note will be secured by the issue of 923,206,006
shares and will be due in one year at an interest rate of 20% payable in arrears. On maturity, the interest of $2,000,000 is repayable
in cash and the note holder may elect to take ownership of the shares held, in lieu of repayment of principal.









On May 4, 2012, the Company entered
into an acquisition agreement under which the Company acquired all of the outstanding shares of GM. This follows the letter of
intent previously signed on March 22, 2012. Under the terms of the acquisition agreement, Elray acquired 100% of GM, an investment
holding company which has a profit share agreement with CALI Promocao de Jogos Sociedade Unipessoal Lda., a company incorporated
under the laws of the Special Administrative Region of Macau. Pursuant to the agreement, Elray transferred, to the principals of
GM, 211,018,516 of its Series A Preferred Stock, which on a fully diluted basis will equal 95% of the Company's then outstanding
shares. The principals of GM then became the Company’s majority shareholder. In accordance with the above-referenced agreement,
Mr. Lao Sio I had been appointed to the Company’s Board of Directors. Subsequently, on July 1, 2012, the Board of Directors
held a Special Board Meeting, wherein a motion was approved to remove Mr. Lao Sio I. as a director. As of the date of this report,
the Company is engaged in legal proceedings with Mr Lao Sio I and is seeking rescission of the transaction and damages based on
claims of breach of contract against Mr. Lao Sio I, among other claims.



Plan of Operation



Elray is in the process of developing
an online casino and related technologies to provide gaming to customers where such activity is legal. Elray will utilize software
provided by a third party vendor to provide online casino games in selected markets. Development of the casino requires Elray to
customize the appearance and branding of the third party software and establish merchant services to accept payments and facilitate
distribution of winnings.



After completion of the development
phase, our primary function is to market the online casino and provide support to online gamers.



Player acquisition is a key factor for
organic growth in the online gaming industry. Players are primarily acquired from affiliates for a fixed fee or percentage of earnings
based on negotiated predetermined criteria. Affiliates are websites or individuals that attract players through various means such
as player news/interest websites, email campaigns or other relationships. The key is that payment to affiliates takes place only
when negotiated criteria are met. The criteria may be player minimum deposit, level of play, or revenue earned. The critical element
is that unlike most marketing campaigns, the revenues returned by marketing spend is predictable.



The key elements of player retention
are the creation of exciting opportunities to maintain player interest and increase play frequency. Similar to land-based casinos’
compensation programs; the tools used for this purpose include prizes, “free money,” opportunities to play against
famous (or infamous) players, and tournament qualification.



Results of Operations



For the three months ended June 30,
2012 compared to the three months ended June 30, 2011.



Revenues



We did not generate any revenues during the reporting periods.



Expenses



During the three months ended June 30,
2012 and 2011, general and administrative expenses were $444,640 and $726,667, respectively. The decrease in general and administrative
expense was primarily a result of the decrease of stock-based compensation which was partially offset by the increase of professional
fees. Stock-based compensation for services was $138,282 and $720,000 for the three months ended June 30, 2012 and 2011, respectively.
Stock-based compensation for the three months ended June 30, 2011 was mainly for the consulting services related to the acquisition
of assets from Splitrock ventures(BVI) Limited and the planned divestment of the Angor Wat mining operation. Professional fees
for the three months ended June 30, 2012 was $203,116 compared to $6,293 for the three months ended June 30, 2011.



Interest Expenses



During the three months ended June 30,
2012 and 2011, interest expenses were $111,431 and $0, respectively. The increase of interest expenses was due to the liabilities
assumed in December 2011 pursuant to the Amended Splitrock Agreement and notes payable accrued interest expense.



Net Loss



We incurred net losses from operations
of $553,333 and $894,603 for the three months ended June 30, 2012 and 2011, respectively. The decrease of net loss in 2012 was
as a result of the items discussed above.



For the six months ended June 30,
2012 compared to the six months ended June 30, 2011.



Revenues



We did not generate any revenues during the reporting periods.









Expenses



During the six months ended June 30,
2012 and 2011, general and administrative expenses were $732,245 and $751,136, respectively. In 2012, the Company incurred professional
fees $335,037, stock-based compensation of $138,282, and online gaming and related technology development costs of $107,634 whereas
in 2011, these expenses were $23,418, $720,000, and $0, respectively.



Interest Expenses



During the six months ended June 30,
2012 and 2011, interest expenses were $179,967 and $0, respectively. The increase of interest expenses was due to the liabilities
assumed in December 2011 pursuant to the Amended Splitrock Agreement and notes payable accrued interest expense.



Net Loss



We incurred net losses from operations
of $918,961 and $1,942,032 for the six months ended June 30, 2012 and 2011, respectively. The decrease of net loss in 2012 was
as a result of the items discussed above.



Liquidity and Capital Resources



Our cash used in operating activities
for the six months ended June 30, 2012 was $455,528 compared to $30,636 for the six months ended June 30, 2011. The increase in
cash used in operations was primarily attributable to activities related to the acquisition of Golden Match during the six months
ended June 30, 2012.



Our cash provided by financing activities
for the six months ended June 30, 2012 was $2,120,000, compared to $46,000 for the six months ended June 30, 2011. The increase
is mainly due to proceeds from the issuance of convertible note payable received in 2012 of $2,100,000.



Since its inception, the Company has
financed its cash requirements from the sale of common stock and shareholder loans. Uses of funds have included activities to establish
our business, professional fees, exploration expenses and other general and administrative expenses.



Due to our lack of operating history
and present inability to generate revenues, there is substantial doubt about our ability to continue as a going concern.



Material Events and Uncertainties



Our operating results are difficult
to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable
development stage companies.



There can be no assurance that we will
successfully address such risks, expenses and difficulties.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.



We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.



ITEM 4.  CONTROLS AND PROCEDURES



Disclosure controls and procedures



As of the end of the period covered
by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation
of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness
of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e))
under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date,
the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in
reports that we file or submit under the Exchange Act , is recorded, processed, summarized and reported on a timely basis
in accordance with applicable rules and regulations.



Internal control over financial reporting



The Certifying Officers reviewed our
internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as
of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the quarter ended June
30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.













PART II – OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



There is pending Litigation between
Elray, on one hand, and Mr. Lao Sio I, Millennium Commodity Trading Pty Ltd, and Millennium Holdings Pty Ltd in relation to “Public
Stock for Private Acquisition Agreement” (the "Acquisition Agreement") signed on the 4th of May 2012 with Mr. Lao
Sio I.



In particular, on or about July 25,
2012, Mr. Lao Sio I filed a lawsuit in District Court, Clark County, Nevada against the Company and its directors, Anthony Brian
Goodman, Michael Silverman and Roy Sugarman. Among other claims, Mr. Lao’s complaint includes claims against the Company
for a breach of the Acquisition Agreement and for fraudulent inducement. On August 29, 2012, the Company filed an answer and a
counterclaim. The Company’s counterclaim includes claims against Mr. Lao for fraudulent inducement and breach of contract,
among other claims. On August 30, 2012, a motion by Lao for a preliminary injunction to (1) restrain the Company from consummating
the proposed transaction with Maxwell Newbould (described below) or taking any other actions to dilute the stock held by Mr. Lao,
(2) restore Mr. Lao Sio I as a member of the Company’s board of directors, and (3) require that a shareholders’ meeting
be convened was heard. That motion was denied in all respects, without prejudice to renewal.



ITEM 1A.  RISK FACTORS



We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS



On January 25, 2011, Elray increased
the number of authorized common shares to 750,000,000 shares.  On March 28, 2011, Elray increased the number of authorized
common shares to 1,500,000,000 shares.



On February 10, 2011, Elray settled
a debt carried forward since 2008 to Elmside Pty Ltd. equal to $93,000 for 93,000,000 shares of the Company’s common stock
valued at $720,000 (or $0.012 per share).



On May 26, 2011, Elray settled a debt
carried forward since 2008 to Elmside Pty Ltd. equal to $7,000 for 14,000,000 shares of the Company’s common stock.



On May 26, 2011, Elray issued 60,000,000
shares of the Company’s common stock valued at $720,000 (or $0.012 per share) as compensation for services provided in relation
to the acquisition of Splitrock Ventures (BVI) Limited and the planned divestment of the Angor Wat mining operation.



On June 30, 2011, Elray issued 1,000,000
shares of the Company’s common stock for $10,000 cash to the Princess Trust.



On October 28, 2011, the Company issued
12,000,000 shares of the Company’s common stock valued at $36,000 in settlement of a payable of $20,000.



On October 28, 2011, the Company issued
1,500,000 shares of the Company’s common stock valued at $4,500 to David Price in consideration for services provided.



On October 28, 2011, the Company issued
10,000,000 shares of the Company’s common stock valued at $30,000 to DMS Consulting LLC in consideration for services provided.



On October 28, 2011, the Company issued
2,500,000 shares of the Company’s common stock valued at $7,500 to Peter Thornton in consideration for services provided.



On October 28, 2011, the Company issued
790,350 shares of the Company’s common stock valued at $2,371 to David Boyle in consideration for services provided.



On February 23, 2011, the Company entered
into a Purchase Agreement to acquire 100% of the issued and outstanding shares of Splitrock in exchange for 592,454,728 shares
of the Company’s common stock (the “Splitrock Agreement”). On December 9, 2011, Elray entered into the Amended
Splitrock Agreement which amended certain elements of the Splitrock Agreement. Whereas under the Splitrock Agreement, the Company
was to acquire 100% of the shares of Splitrock, pursuant to the Amended Splitrock Agreement, the Company instead acquired only
certain assets and liabilities of Splitrock. As consideration for the acquisition of Splitrock’s assets, the Company issued
592,454,728 shares to the shareholders of Splitrock as full consideration. These shares were valued at $2,369,819 based on the
market price on the acquisition date of $0.004 per share.



On January 1, 2012, the Company entered
into an agreement with Ludlow Capital, Inc. (“Ludlow”) to provide investor relations services to the Company for six
months. In consideration for such services the Company agreed to issue 1,000,000 shares to Ludlow. On May 4, 2012, 1,000,000 shares
are issued to Ludlow.

On February 25, 2012, the Company
entered into a subscription agreement for the private placement of 2,500,000 shares at $0.004 per share for a total consideration
of $10,000. On May 4, 2012, these shares are issued.

On March 6, 2012, the Company
entered into an agreement with DMS Consulting, LLC (“DMS”) to provide public relations services for the Company. In
consideration for such services, the Company agreed to issue 6,000,000 restricted shares to DMS. On May 4, 2012, 6,000,000 shares
are issued to DMS. This consulting service shall continue until September 2nd, 2012.



On April 12, 2012, the Company issued
6,000,000 shares of common stock to its directors for services provided.









On May 4, 2012, the Company entered
into an acquisition agreement under which the Company acquired all of the outstanding shares of GM. Under the terms of the acquisition
agreement, Elray acquired 100% of GM, an investment holding company which has a profit share agreement with CALI Promocao de Jogos
Sociedade Unipessoal Lda., a company duly incorporated under the laws of the Special Administrative Region of Macau. In terms of
the agreement, Elray transferred, 211,018,516 of its Series A Preferred Stock, to parties nominated in the acquisition agreement,
which on a fully dilutive basis, will equal 95% of the Company's then outstanding shares. On July 1, 2012, the Board of Directors
held a special board meeting, wherein a motion was approved to remove Mr. Lao Sio I as a director. As of the date of this report,
the Company is engaged in legal proceedings with Mr Lao Sio I and is seeking rescission of the transaction and damages based on
claims of breach of contract against Mr. Lao Sio I, among other claims.



On May 4, 2012, the Company issued 6,250,000 shares to Clinton
Greyling, 3,750,000 shares to Tom Hogshead, 5,000,000 shares to Jacqueline Hawksworth, and 1,500,000 shares to David Price, Esq
for services provided.



On July 1, 2012, the Company entered
into an agreement with Maxwell Newbould to acquire Penny Auction, a technology business, in exchange for 88,000,000 shares of Series
B preferred stock. The shares were issued to GoldGlobe Investments and are being held in escrow for 120 days.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



The Company has no senior securities outstanding.





ITEM 4.  MINE SAFETY DISCLOSURES



None.





ITEM 5.  OTHER INFORMATION



None.





ITEM 6.  EXHIBITS





|Number |  | Exhibit Description                                                                                                                                                                
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                    
|3.1    |  | Articles of Incorporation of Elray Resources, Inc.*                                                                                                                                
|       |  |                                                                                                                                                                                    
|3.2    |  | Bylaws of Elray Resources, Inc.*                                                                                                                                                   
|       |  |                                                                                                                                                                                    
|31.1   |  | Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|       |  |                                                                                                                                                                                    
|32.1   |  | Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|101.INS |  | XBRL Instance Document             
|------- |  | -----------------------------------
|        |  |                                    
|101.SCH |  | XBRL Schema Document               
|        |  |                                    
|101.CAL |  | XBRL Calculation Linkbase Document 
|        |  |                                    
|101.DEF |  | XBRL Definition Linkbase Document  
|        |  |                                    
|101.LAB |  | XBRL Label Linkbase Document       
|        |  |                                    
|101.PRE |  | XBRL Presentation Linkbase Document



*    Filed as an exhibit to our registration
statement on Form SB-2 filed June 11, 2007 and incorporated herein by this reference











SIGNATURES



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







|Date:
September 11, 2012 | Elray Resources Inc.                                              
|------------------------ | ------------------------------------------------------------------
|                         | By:/s/ Anthony Goodman                                            
|                         | Anthony GoodmanChief Executive Officer and Chief
Financial Officer
|                         | (Principal Executive Officer
and Accounting Officer)