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): ~~March~~July 2022, 2014

FLORIDA GAMING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-9099	59-1670533
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

3500 NW 37^th Avenue, Miami, FL 33142

(Address of principal executive offices) (Zip code)

(812) 945-7211

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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 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.

The information set forth at Item 1.03 of this Current Report on Form 8-K is hereby incorporated into this Item 1.01 by reference thereto.

Item 1.03 Bankruptcy or Receivership.

OnConfirmation ~~March 20, 2014, the United States Bankruptcy Court for the Southern District~~ of ~~Florida~~Plan (the “Bankruptcy Court”) entered an order approving a Settlement Agreement (the “Settlement Agreement”) by and among (i) Florida Gaming Corporation (the “Company”), its wholly-owned subsidiaries, Florida Gaming Centers, Inc. (“Centers”) and Tara Club Estates, Inc. (“Tara Club”), and Freedom Holding, Inc. (“Freedom”); (ii) the Committee of Unsecured Creditors (the “Committee”) of the Company and Centers in their respective bankruptcy cases, case no. 13-29598 for the Company and case no. 13-29597 for Centers; (iii) ABC Funding, LLC (“ABC”), in its capacity as agent under a Credit Agreement dated April 25, 2011, by and among ABC, as administrative agent, Centers, the Company, and the Lenders who are party thereto (the “Credit Agreement”); and (iv) William B. Collett and William B. Collett, Jr.Liquidation

As previously ~~reported~~disclosed by Florida Gaming Corporation (the “Company”), on August 19, 2013, ~~each of~~ the Company and its subsidiary, Florida Gaming Centers, Inc. (“Centers,” and collectively with the Company, the “Debtors”) filed voluntary petitions in ~~bankruptcy~~the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”), case no. 13-29598 for the Company and case no. 13-29597 for Centers, seeking relief under the provisions of Chapter 11 (“Chapter 11”) of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code”). In addition, as previously disclosed, on April 30, 2014, the Debtors completed the sale of substantially all of their assets to Fronton Holdings, LLC.

AsOn ~~previously~~July ~~disclosed~~23, in2014, ~~connection~~the ~~with~~Bankruptcy ~~their~~Court entered an order (the “Confirmation Order”) confirming the Debtors’ Second Amended Joint Chapter 11 Plan of Liquidation ~~cases,~~as filed with the ~~Company~~Bankruptcy ~~and~~Court ~~Centers~~on anJuly ~~auction~~16, 2014 (the “Plan”). The effective date of tothe ~~determine~~Plan (the ~~highest~~“Effective Date”) ~~and~~has ~~best~~yet ~~bid~~to ~~for~~be ~~substantially~~determined. ~~all~~A copy of ~~Centers’~~the ~~assets~~Plan, as confirmed by the Bankruptcy Court, and the Confirmation Order are isattached ~~scheduled~~hereto toas beExhibits ~~held~~2.1 onand ~~March~~2.2, 25respectively, ~~2014~~and are incorporated herein by reference.

~~The~~PURSUANT ~~Settlement~~TO ~~Agreement~~THE ~~provides~~TERMS ~~for~~OF ~~the~~THE ~~complete~~PLAN, ~~satisfaction~~ALL ofOF ~~all~~THE ofCOMPANY’S ~~the~~EXISTING ~~Company’s~~EQUITY ~~and~~INTERESTS, ~~Centers’~~CONSISTING ~~obligations~~OF ~~under~~SHARES ~~the~~OF ~~Credit~~CLASS ~~Agreement~~A ~~(and~~CONVERTIBLE ~~related~~PREFERRED ~~agreements)~~STOCK, ~~and~~CLASS ~~sets~~AA ~~forth~~CONVERTIBLE ~~the~~PREFERRED ~~terms~~STOCK, byCLASS ~~which~~B ~~proceeds~~CONVERTIBLE ~~from~~PREFERRED ~~the~~STOCK ~~sale~~AND ofCLASS ~~Centers’~~F ~~assets~~CONVERTIBLE ~~will~~PREFERRED beSTOCK, ~~distributed~~AND ~~among~~SHARES ~~ABC~~OF AND OPTIONS TO PURCHASE SHARES OF COMMON STOCK, ~~the~~WILL ~~creditors~~BE ofDEEMED ~~Centers~~CANCELLED UPON THE EFFECTIVE DATE, ~~and~~AND THE COMPANY’S SHAREHOLDERS WILL NOT RECEIVE ~~the~~OR ~~creditors~~RETAIN ofANY ~~the~~DISTRIBUTION ~~Company~~OR OTHER PROPERTY ON ACCOUNT OF THEIR SHARES.

~~The~~AS ~~Settlement~~OF ~~Agreement~~THE ~~also~~DATE ~~provides~~OF ~~for~~THE ~~releases~~CONFIRMATION ~~upon the~~ORDER, ~~closing~~THERE ofWERE: ~~the~~1,200,000 ~~sale~~SHARES ofAUTHORIZED ~~substantially~~AND ~~all~~27,756 ofSHARES ~~Centers~~OUTSTANDING OF THE COMPANY’S ~~assets~~CLASS ofA ~~claims~~CONVERTIBLE ~~which~~PREFERRED ~~ABC~~STOCK; 5,000 ~~and~~SHARES ~~the~~AUTHORIZED ~~Committee~~AND ofOUTSTANDING ~~Unsecured~~OF ~~Creditors have~~THE ~~against~~COMPANY’S ~~the~~CLASS ~~Company~~AA ~~and~~CONVERTIBLE ~~Centers.~~PREFERRED ~~The~~STOCK; ~~Settlement~~50 ~~Agreement~~SHARES ~~also~~AUTHORIZED ~~requires~~AND ~~that~~45 SHARES ~~the~~OUTSTANDING ~~Company~~OF ~~and~~THE ~~Centers~~COMPANY’S ~~prepare~~CLASS ~~and~~B ~~file~~CONVERTIBLE ~~with~~PREFERRED STOCK; 2,500 SHARES AUTHORIZED AND 1,000 SHARES OUTSTANDING ~~the~~OF ~~Bankruptcy~~THE ~~Court~~COMPANY’S aCLASS ~~plan~~F ofCONVERTIBLE ~~complete~~PREFERRED ~~liquidation~~STOCK; atAND, ~~least~~7,500,000 15SHARES ~~days~~AUTHORIZED ~~before~~AND ~~closing~~4,037,293 ofSHARES ~~the~~OUTSTANDING ~~sale~~OF THE ofCOMPANY’S ~~Centers~~COMMON STOCK AND 826,250 OUTSTANDING OPTIONS TO PURCHASE SHARES OF THE COMPANY’S ~~assets~~COMMON STOCK.

~~The~~Summary ~~foregoing description~~ of the terms of the Settlement Agreement is qualified in its entirety by reference to the text of the Settlement Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, incorporated herein.Plan

The following is a summary of the material terms of the Plan, as confirmed by the Bankruptcy Court. This summary is qualified in its entirety by reference to the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

The Plan provides for the appointment of a Creditor Trustee to administer the Plan and the Creditor Trust. The Creditor Trustee will also serve as a representative of the Debtors’ estates (the “Estates”) for the purpose of enforcing causes of action belonging to the Estates. In addition, among other things, the Creditor Trustee will (i) administer, and make all payments required pursuant to, the settlements by and among the Debtors, the Lenders under the Debtors’ Credit Agreement and the Creditors’ Committee, as set forth in the previously disclosed settlement agreement dated March 19, 2014 among such parties (the “Settlement Agreement”) and (ii) take such actions as are necessary and reasonable to carry out the purposes of the Creditor Trust, including winding down the Debtors’ business affairs.

Other than Administrative Claims and Priority Tax Claims, the claims and interests in the Debtors are divided into 7 classes. The Plan generally provides for payment in full, in cash, to holders of Allowed Class 1 Centers Claims and partial payment, in cash, to holders of Allowed Class 2 Lenders Holding Claims and Class 3 Non-Subordinated Holdings Claims, as provided in the Settlement Agreement. Holders of Class 4 Subordinated Holdings Claims are entitled to distributions of their pro rata share of the Subordinated Holdings Claim Remainder, if any, as described in the Plan. Holders of Allowed Class 5 Centers Equity Interests are entitled to receive distributions on account of such interests from the net proceeds of any Causes of Action, if any, after payment in full of all Class 1 Allowed Claims, as provided in the Plan. Holders of Class 6 Holdings Preferred Equity Interests and Class 7 Holdings Equity Interests will not receive or retain any property under the Plan on account of such claims.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Plan, all equity interests in the Company (including outstanding shares of common stock, preferred stock, options, warrants or contractual or other rights to acquire any equity interests of the Company) will be deemed cancelled on the Effective Date.

Following the Effective Date, the Company intends to file a Form 15 with the Securities and Exchange Commission to terminate and suspend the reporting requirements related to its common stock under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

~~10.1~~Exhibit ~~Settlement Agreement by and among (i) the Company, Centers, Inc~~No.~~,Tara~~ ~~Club Freedom; (ii) the Committee (iii) ABC in its capacity as administrative agent under the Credit Agreement; and (iv) William B. Collett and William B. Collett, Jr. dated as of March 19, 2014.~~Description

~~Forward-Looking~~2.1 ~~Statements~~Second Amended Chapter 11 Joint Plan of Liquidation of the Company and Centers

Certain of the information contained in this report and the exhibits hereto should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect Florida Gaming Corporation's current views with respect to certain current and future events and financial performance2.2 ~~Such~~Confirmation forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of Florida Gaming Corporation and its subsidiaries that may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the companies to continue as going concerns; the companies' ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted from time to time; the ability of the companies to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the companies to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the ability of the companies to obtain and maintain normal terms with vendors and service providers; the companies' ability to maintain contracts that are critical to operations; the potential adverse impact of the Chapter 11 cases on the companies' liquidity or results of operations; the ability of the companies to attract, motivate and/or retain key executives and associates; the ability of the companies to attract and retain customers; competitive pressures in the gaming industry; government legislation and regulation; and other risks and uncertainties set forth from time to time in Florida Gaming Corporation's reports to the U.S. Securities and Exchange Commission.Order

SIGNATURE

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 thereunto duly authorized.

	FLORIDA GAMING CORPORATION
Date: March 26, 2014	By	/s/ W. Bennett Collett, Jr.
Date: July 28, 2014	By	/s/ W. Bennett Collett, Jr.
		W. Bennett Collett, Jr.
		Chief Executive Officer

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