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): December 30, 2014

Date of Report (Date of earliest event reported): January 8, 2014

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California		0-10294		95-3276269
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2130 Cousteau Court, Vista, California

(Address of principal executive offices, including ZIP code)

(760) 598-1655

(Registrant’s telephone number, including area code)

_______________________

Check 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:

£☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

£☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §230.14a-12)

£☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §~~14d~~13e-24(bc))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 C.F.R. §13e-4(c))

4838-91

Item 1.01

Entry into a Material Definitive Agreement.

OnEffective ~~January~~as 8of December 30, 2014, International Lottery & Totalizator Systems, Inc., a California corporation (~~the~~ “~~Company~~ILTS California”), ~~entered~~merged ~~into~~with ~~an agreement~~ and ~~plan~~into ofits ~~merger~~wholly ~~(the~~owned ~~“Merger~~subsidiary, ~~Agreement”) with~~ Delaware International Lottery & Totalizator Systems, Inc., a Delaware corporation (“ILTS DEDelaware”), aor ~~wholly-owned~~the ~~subsidiary~~“Company”). The purpose of the ~~Company. Pursuant~~merger was to change the ~~terms~~state of ~~the~~incorporation ~~Merger~~of ~~Agreement,~~ILTS ~~the~~California ~~Company~~from ~~intends~~California to ~~merge~~Delaware. The ~~with~~merger ~~and~~was ~~into~~effected ~~ILTS~~pursuant ~~DE,~~to ~~with~~that ~~(i)~~certain ~~each~~Agreement ~~outstanding~~and ~~share~~Plan of ~~the~~Merger, ~~Company’s~~dated ~~common~~January ~~stock~~8, ~~being~~2014 ~~automatically~~(the ~~converted~~“Merger ~~into~~Agreement”), ~~one~~which ~~(1)~~was ~~share~~approved ofand ~~ILTS~~adopted DEby ~~common~~Berjaya ~~stock~~Lottery ~~and~~Management (iiH.K.) ~~each~~Limited ~~outstanding~~(“Berjaya”), ~~share~~the holder of ~~ILTS~~9,245,317 DEshares of the common stock ~~being~~of ~~automatically~~ILTS ~~cancelled. The~~California, ~~Company~~representing ~~intends~~71.3% ~~that~~of the ~~officers~~outstanding ~~and~~shares, ~~directors~~by ofwritten ~~the~~consent ~~Company~~on ~~become~~January ~~the~~9, ~~officers~~2014. A ~~and~~certificate ~~directors~~ of ~~ILTS~~merger DEwas ~~upon~~filed with the ~~consummation~~Secretary of State of the ~~transactions~~State ~~contemplated~~of byDelaware and the ~~Merger~~Secretary ~~Agreement~~of (State of the ~~“Merger”)~~State of California on December 30, 2014.

APursuant ~~copy~~to of the Merger Agreement, isILTS ~~attached~~Delaware ~~hereto~~is asthe ~~Exhibit~~surviving ~~2.1~~corporation and ischanged ~~incorporated~~its ~~herein~~name byto ~~reference~~“International Lottery & Totalizator Systems, Inc. ~~The~~” Subsequent ~~description~~to ofthe merger contemplated by the Merger Agreement, ~~contained~~the inCertificate ~~this~~of ~~Current~~Incorporation ~~Report~~and onBylaws ~~Form~~of ~~8-K~~ILTS isDelaware ~~qualified~~continued in ~~its~~full ~~entirety~~force byand ~~reference~~effect toas the ~~full~~Certificate ~~text~~of Incorporation and Bylaws of the ~~Merger~~surviving ~~Agreement~~corporation and the persons serving as the directors and officers of ILTS California became the directors and officers of the surviving corporation.

~~Immediately~~On ~~following~~ the ~~consummation~~effective date of the ~~Merger~~merger, ~~ILTS~~the DEissued ~~intends~~and ~~to effect a reverse stock split on~~ outstanding shares of ~~its~~ common stock, ~~(the~~without ~~“Reverse~~par ~~Stock~~value, ~~Split”) at a ratio~~ of ~~9,245,317-for-1,~~ILTS ~~whereby~~California ~~each~~automatically ~~9,245,317~~converted ~~issued~~into ~~and outstanding~~ shares of the common stock, ~~prior~~par tovalue ~~the~~$0.01 ~~Reverse~~per ~~Stock~~share, ~~Split~~of ~~would~~ILTS beDelaware ~~automatically and without any action~~ on ~~the~~a ~~part~~one-for-one ofbasis, ~~the respective holders thereof combined~~ and ~~converted~~ILTS ~~into~~Delaware ~~one~~succeeded ~~(1)~~to ~~share~~all ofthe ~~common~~assets, ~~stock. Berjaya~~rights, ~~Lottery~~powers, ~~Management~~property, ~~(H.K.)~~debts, ~~Limited~~liabilities ~~(“Berjaya”)~~and ~~would~~obligations ~~remain as the sole shareholder~~ of ILTS DECalifornia. ~~following~~The ~~the~~shareholders ~~Reverse Stock Split and each shareholder~~ of ILTS DECalifornia ~~holding~~were ~~less~~not ~~than~~required ~~one~~to ~~(1)~~surrender ~~whole~~their ~~share~~certificates offor the common stock ~~following the consummation~~ of ~~the~~ILTS ~~Reverse~~California, ~~Stock~~but ~~Split~~may, ~~would~~at betheir ~~paid~~option, ~~$1.33~~surrender insuch ~~cash~~certificates ~~per~~and ~~pre-Reverse~~receive ~~Stock~~certificates ~~Split~~of ~~shares~~ILTS ofDelaware common stock ~~in lieu of fractional share interests~~.

~~Promptly~~The ~~following~~merger ~~the~~did ~~consummation~~not ofresult ~~the~~in ~~Reverse~~any ~~Stock~~change ~~Split,~~in ~~ILTS~~the DEbusiness, asmanagement, ~~successor~~location toof the ~~Company,~~principal ~~intends~~executive tooffices, ~~terminate~~assets ~~its~~or ~~registration~~liabilities ~~and reporting obligations under the Securities and Exchange Act~~ of ~~1934,~~ILTS ~~as amended~~California.

As ~~described~~a ~~below~~result of the merger, ILTS Delaware became the ~~Company~~successor ~~has~~corporation ~~obtained~~to ILTS California under the ~~written~~Securities ~~consent~~Exchange Act of ~~Berjaya~~1934, as amended (the ~~holder~~“Exchange ofAct”), awith ~~majority~~respect ofto ~~the~~its ~~outstanding~~common ~~shares~~stock ofand ~~the~~succeeded ~~Company~~to ILTS California’s ~~common~~reporting ~~stock,~~obligations ~~approving~~thereunder. Pursuant to Rule 12g-3 promulgated under the ~~Merger~~Exchange ~~and~~Act, the ~~Reverse~~common ~~Stock~~stock ~~Split~~of ILTS Delaware is deemed to be registered under Section 12(g) of the Exchange Act.

~~The~~Item Company plans to file with the United States Securities and Exchange Commission (the “SEC”) an Information Statement on Schedule 14C (the “Information Statement”) and a statement on Schedule 13E-3 ~~(the “13E-3”) in connection with the Merger and the Reverse Stock Split~~.03 ~~The~~Material ~~Merger~~Modifications ~~and Reverse Stock Split will be consummated promptly following the date 20 calendar days following the date on which the Information Statement is first mailed~~ to ~~shareholders~~Rights of ~~the~~Security ~~Company~~Holders.

~~Additional~~The ~~Information~~information ~~about~~set ~~the~~forth ~~Proposed~~under ~~Transactions~~Item ~~and~~1.01 ~~Where~~above toof ~~Find~~this ItCurrent Report on Form 8-K is incorporated into this Item 3.03 by reference.

~~THE~~Item ~~MERGER AND REVERSE STOCK SPLIT HAVE ALREADY BEEN APPROVED BY THE HOLDER OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY’S COMMON STOCK~~5. ~~ACCORDINGLY,~~03 NOAmendments ~~VOTE~~to ORArticles OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THE INFORMATION STATEMENT. HOWEVER, THE INFORMATION STATEMENT AND 13E-3 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, THE REVERSE STOCK SPLIT, AND RELATED MATTERS. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE INFORMATION STATEMENT AND 13E-3 CAREFULLY WHEN THEY ARE AVAILABLE. The Information Statement and 13E-3, when filed with the SEC, can be obtained free of ~~charge~~Incorporation ~~through the website maintained by the SEC at www.sec.gov~~ or ~~upon request from the Company at 2310 Cousteau Court, Vista, California 92081~~Bylaws; ~~telephone~~Change ~~(760)~~in ~~598-1655~~Fiscal Year.

~~Forward~~The ~~Looking~~information ~~Statements~~set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

~~This~~Effective ~~Current~~as ~~Report~~of onDecember ~~Form~~31, ~~8-K includes~~2014, ~~“forward~~at ~~looking~~5:00 ~~statements”~~p.m. ~~within~~Eastern ~~the~~Time, ~~meaning of~~ the ~~“safe~~Company ~~harbor”~~amended ~~provisions~~its ofCertificate ~~the United States Private Securities Litigation Reform Act~~ of ~~1995.~~Incorporation ~~Forward-looking statements may be identified by~~ (the ~~use~~“Certificate of ~~words such as “anticipate,~~Amendment”) ~~“believe,”~~to ~~“expect,”~~effect ~~“estimate,”~~a ~~“plan,”~~reverse ~~“outlook,”~~stock ~~and~~split ~~“project”~~on ~~and~~outstanding ~~other~~shares ~~similar expressions that predict or indicate future events or trends or that are not statements~~ of ~~historical~~its ~~matters.~~common ~~Forward~~stock ~~looking~~(the ~~statements~~“Reverse ~~should~~Stock ~~not~~Split”) beat ~~read as~~ a ~~guarantee~~ratio of ~~future~~9,245,317-for-1, ~~performance~~whereby oreach ~~results~~9,245,317 issued and ~~will~~outstanding ~~not~~shares ~~necessarily~~of becommon ~~accurate~~stock ~~indications~~prior ofto the ~~times~~Reverse ~~at,~~Stock orSplit ~~by,~~were ~~which~~automatically ~~such~~and ~~performance~~without orany ~~results~~action ~~will be achieved. Forward looking statements are based~~ on ~~information~~the ~~available~~part atof the ~~time~~respective ~~those~~holders ~~statements~~thereof ~~are~~combined ~~made~~ and~~/or~~ ~~management’s~~converted ~~good~~into ~~faith~~one ~~belief~~(1) asshare of ~~that~~common ~~time~~stock. Berjaya ~~with~~will ~~respect~~remain toas ~~future~~the ~~events,~~sole ~~and~~stockholder ~~are~~of ~~subject~~the toCompany ~~risks~~following ~~and~~the ~~uncertainties~~Reverse ~~that~~Stock ~~could~~Split ~~cause~~and ~~actual~~each ~~performance~~stockholder orholding ~~results~~less tothan ~~differ~~one ~~materially~~(1) ~~from~~whole ~~those~~share ~~expressed~~of incommon orstock ~~suggested~~following by the ~~forward~~Reverse ~~looking~~Stock ~~statements.~~Split ~~The~~will ~~Company~~be ~~does~~paid ~~not intend, and undertakes no duty, to update this information to reflect future events or circumstances~~$1. ~~Investors~~33 ~~are~~in ~~referred~~cash toper ~~the~~pre-Reverse ~~most~~Stock ~~recent~~Split ~~reports~~shares ~~filed~~of ~~with~~common bystock ~~the~~in ~~Company~~lieu ~~with~~of ~~the~~fractional ~~SEC~~share interests.

~~Item~~The ~~5.07 Submission~~Certificate of ~~Matters~~Amendment is intended to enable the Company to reduce its “record holders” (as defined by Rule 12g5-1 of the Exchange Act) below 300, thereby allowing it to file a ~~Vote~~Form 15 to cease its periodic reporting obligations under the Exchange Act and forego many of ~~Security~~the ~~Holders~~expenses associated with operating as a public company subject to the reporting obligations of the Securities and Exchange Commission.

On January 8, 2014 (January 9, 2014 Malaysia time), Berjaya, the holder of a majority of the outstanding shares of the Company’s common stock approved by written consent the Merger and the Reverse Stock Split. As of January 8, 2014, the Company had 12,962,999 outstanding shares of common stock, 9,245,317 of which were held by Berjaya.

Item 9.01

Exhibits.

2.1 ~~Agreement and Plan of Merger, dated as of January 8, 2014, by and between International Lottery & Totalizator Systems, Inc~~. ~~and~~Not ~~Delaware International Lottery & Totalizator Systems, Inc~~applicable.

~~4838-91~~2. Not applicable.

Not applicable.

Exhibits. The following exhibits are being filed herewith:

(2.1)

Certificate of Merger of International Lottery & Totalizator Systems, Inc. and Delaware International Lottery & Totalizator Systems, Inc., effective December 30, 2014.

(3.1)

Amendment to Certificate of Incorporation of International Lottery & Totalizator Systems, Inc., effective December 31, 2014, at 5:00 p.m., Eastern Time.

(99.1)

Press release of International Lottery & Totalizator Systems, dated December 31, 2014, announcing effectiveness of the reverse stock split.

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 ~~on January 8 2014~~.

	INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

Date: January 2, 2015	By:	/s/ Siaw Peng Low
	Name:	Siaw Peng Low
	Title:	Corporate Secretary

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