elra_corresp.htm

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Elray Resources, Inc.

3651 Lindell Road, Suite D131

Las Vegas, Nevada 89103

December 21, 2023

VIA EDGAR

Aliya Ishmukhamedova

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Elray Resources, Inc.

Offering Statement on Form 1-A

Filed December 6, 2023

Commission File No. 024-12368

Dear Ms. Ishmukhamedova:

On behalf of the Company, I respectfully request that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Thursday, December 21, 2023, at 4:30 p.m. EST, or as soon thereafter as is reasonably practicable.

In making this request, the Company represents that the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the “Commission”), and acknowledges the following:

-

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

-

the action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

-

the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

/s/ Anthony B. Goodman

Anthony B. Goodman

Chief Executive Officer

Elray Resources, Inc.

Re:	Elray Resources, Inc.
	Offering Statement on Form 1-A
	Filed December 6, 2023
	Commission File No. 024-12368

	-	should the Commission or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

	-	the action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

	-	the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.