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CUSIP No. 29015t108
| 13G
| Page 4 of 7 Pages
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Item 1
(a)
Name of Issuer:
Elray Resources, Inc., a Nevada corporation
(b)
Address Of Issuer's Principal Executive Offices:
3651 Lindell Road, Suite D
Las Vegas, NV 89103
Item 2
(a)
Name of Person Filing:
VISTA CAPITAL INVESTMENTS, LLC.
David Clark
All of the securities covered by this report are owned directly by Vista Capital Investments, LLC. David Clark is a member and principal of Vista Capital Investments, LLC. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that David Clark is the beneficial owner of any of the securities covered by this statement, and David Clark expressly disclaims any equitable or beneficial ownership of such securities.
(b)
Address of Principal Business Office, or, if none, Residence:
Address for all filers: 402 West Broadway, San Diego, California 92101
(c)
Citizenship:
Vista Capital Investments, LLC was formed under the laws of the State of California.
David Clark is a United States citizen.
(d)
Title of Class of Securities:
Common Stock, $0.001 value per share
(e)
Cusip Number:
29015t108
Item 3
If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
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CUSIP No. 29015t108
| 13G
| Page 5 of 7 Pages
|
Item 4
Ownership
(a)
Amount beneficially owned: 70,266,169
(b)
Percent of class: 9.9%*
*The Reporting Persons’ beneficial ownership of 70,266,169 shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based upon a total of 709,759,286 shares of Common Stock as reported by the Issuer.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
0
(ii)
Shared power to vote or to direct the vote
70,266,169*
(iii)
Sole power to dispose or to direct the disposition of
0
(iv)
Shared power to dispose or to direct the disposition of
70,266,169*
*Subject to the Ownership Limitation (defined below), the Reporting Persons may be deemed to beneficially own a total of 71,428,571 shares of Common Stock (“Shares”) consisting of (i) 70,000,000 Shares held by Vista Capital Investments, LLC (“Vista”) issued upon partial conversion of a 10% OID Convertible Note (“Note”) issued to Vista in the initial principal amount of $25,000 and up to aggregate gross proceeds of $225,000 funded at Vista’s discretion. The Note is convertible into shares of the Issuer’s Common Stock at the lesser of $0.008 or 60% of the lowest Common Stock trading price in the preceding 25 consecutive trading days immediately prior to the conversion date, and (ii) 1,428,571 Shares issuable to Vista upon conversion of the remaining principal balance of the Note (assuming no interest accrual and a conversion price of $0.00035), subject to the Ownership Limitation.
In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Note is convertible is limited, pursuant to the terms of the Note, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause the Reporting Persons’ beneficial ownership to exceed the Ownership Limitation. Therefore, in accordance with the Ownership Limitation, based upon 709,759,286 shares of Common Stock outstanding, the Reporting Persons beneficially own 70,266,169 Shares and disclaim beneficial ownership of 1,162,402 Shares.
In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that David Clark, in his capacity member or principal of Vista, is the beneficial owner of the Shares or the Note. David Clark expressly disclaims any equitable or beneficial ownership of the Shares or the Note.
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CUSIP No. 29015t108
| 13G
| Page 6 of 7 Pages
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Item 5
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
Item 6
Ownership of More Than Five Percent on Behalf Of Another Person
Not Applicable
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8
Identification and Classification of Members of The Group
Item 9
Notice of Dissolution of Group
Not Applicable
Item 10
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 29015t108
| 13G
| Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| VISTA CAPITAL MANAGEMENT, LLC.
|
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| By:
| /s/ David Clark
|
| Name:
| David Clark
|
| Title:
| Member and Principal
|
| | |
| | /s/ David Clark
|
| | David Clark
|
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)