AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
of Report (Date of earliest event reported):
File Number: 000-52727
name of registrant as specified in its charter)
or other jurisdiction of incorporation)
Employer Identification Number)
York, NY, 10022
(Address of principal executive offices)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))|
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
May 4, 2012, Elray Resources, Inc. (“Elray Resources”) entered into an Acquisition Agreement under which it has acquired
all of the outstanding shares of Golden Match, a company incorporated in the British Virgin Islands. This follows a Letter of
Intent previously signed on March 22, 2012.
the terms of the Acquisition Agreement, Elray Resources acquired 100% of Golden Match, an investment holding company which is
has a profit share agreement with CALI Promocao de Jogos Sociedade Unipessoal Lda. (CALI); a company duly incorporated under the
laws of the Special Administrative Region of Macau. In terms of the agreement, Golden Match has an 80% share in the profits of
CALI. CALI is fully licensed by the Gaming Inspection and Coordination of Bureau of the Government of Macau (DICJ). All CALI gaming
operations are located in Macau, the largest gaming market in the world. During March 2012, CALI generated revenues of $433 million
(HK$3.261 Billion) with a gross profit of $7 million (HK$54.5 million) As consideration, Elray Resources transferred 211,018,516
of its Series A Preferred Stock to the principals of Golden Match.
5.01 CHANGES IN CONTROL OF REGISTRANT –
the Closing Date, pursuant to the terms of the Acquisition Agreement, Elray Resources transferred 211,018,516 of its Series A
Preferred Stock to the principals of Golden Match, which on a fully dilutive basis, will equal 95% of the Company’s then
outstanding shares, becoming its majority shareholder.
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
accordance with the above-referenced Agreement, Mr. Lao Sio I has been appointed to join the current Board of Directors as Chairman.
Lao, 39, is a graduate of the Macau Polytechnic Institute and holds several post graduate degrees. He had been involved in the
local Macau government prior to his entry into the industry in 2003. He is now widely acknowledged as one of the most respected
gaming industry personnel in the Greater China Region. As Chairman, Mr. Lao Sio I will be leading the future development and growth
of Elray Resources.
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
May 9, 2012
/s/ Brian Anthony Goodman
Brian Anthony Goodman, Director.