Statement of Ownership (sc 13g)
June 13 2016 - 12:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. __)*
Elray Resources, Inc.
(Name of Issuer)
COMMON STOCK, .001 PAR VALUE
PER SHARE
(Title of Class of Securities)
29015T702
(CUSIP Number)
JUNE 11, 2016
(Date of Events Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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*
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The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover
page.
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The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 29015T702
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
GSM Fund Management, LLC
EIN: 46-1700230
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
85,158,165 (See Item 4)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
85,158,165 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
85,158,165 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
9.99%*
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12
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TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
CUSIP No. 29015T702
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Page 3 of 6 Pages
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Item 1
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(a)
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Name of Issuer
:
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Elray
Resources, Inc.
(the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices
:
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3651
Lindell Road, Suite D, Las Vegas, NV, 89103
Item 2
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(a) – (c)
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This statement is filed on behalf of the following:
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(1) GSM Fund
Management, LLC, a Florida Limited Liability Corporation (“GSM”), with its principal business office at 1110 Brickell
Avenue, Ste. 208, Miami, Florida, 33131
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(c)
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Title of Class of Securities
:
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Common Stock, .001 Value
Per Share
29015T702
Item 3
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a
:
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Not
Applicable
CUSIP No. 29015T702
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Page 4 of 6 Pages
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(a)
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Amount Beneficially Owned
:
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85,158,165 (See Item 4)
9.99%*
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(c)
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Number of Shares as to which person has
:
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(i)
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85,158,165 (See Item 4)
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(ii)
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shared power to vote or to direct vote:
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None
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(iii)
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sole power to dispose or direct disposition of:
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85,158,165 (See Item 4)
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(iv)
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shared power to dispose or to direct disposition of:
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None
*
GSM has
rights, under a Convertible Promissory Note, to own an aggregate number of shares of the Issuer’s common stock, which, except
for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that GSM may own, could exceed such
a cap. GSM’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by
GSM as of the date of this filing was
85,158,165
shares,
as calculated
in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934,
which
is 9.99% of the
852,434,086
shares that were outstanding on that date.
Item 5
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Ownership of Five Percent or Less of a Class
:
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Not Applicable
Item 6
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Ownership of More than Five Percent on Behalf of Another Person
:
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
:
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Not Applicable
CUSIP No. 29015T702
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Page 5 of 6 Pages
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Item 8
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Identification and Classification of Members of the Group
:
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Not Applicable
Item 9
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Notice of Dissolution of Group
:
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Not Applicable
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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. 29015T702
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Page 6 of 6 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.
Date: June 11,
2016
GSM Fund Management, LLC
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By:
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/s/ Gabe Silberstein
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Gabe Silberstein
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Authorized Signatory
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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)
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