UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 25, 2016

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On the August 25^th, 2016 the Management of Elray Resources Inc. (the “Company”) entered into a Strategic Partnership Agreement (“Agreement”) with Articulate Pty.  Articulate Pty will be responsible for providing written reports tracking the Company clients’ gaming content usage.

The foregoing summary is qualified in its entirety by reference to the Agreement and related statement of work, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2016, portions of which will be subject to a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The omitted material will be included in the request for confidential treatment.

Item 1.02. Termination of a Material Definitive Agreement

On August 25^th, 2016 the Company terminated an agreement with Universal Technology Investments Limited dated 10 April 2013.

On August 25^th, 2016 the Company terminated an agreement with Articulate Pty Ltd. dated 1^st June 2013.

Upon discussions with the Company’s Legal Counsel and Auditors, Management has terminated the above mentioned agreements and entered into a new agreement ‘the Strategic Partnership Agreement’ with Articulate Pty Ltd.

The basis for the termination and the entering into of the new agreement are outlined in the copy of the board resolution attached hereto as Exhibit A.

SIGNATURES

Pursuant 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.

EXHIBIT A

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