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~~March 3020, ~~2013~~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))

¨ 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.

OnThe ~~December~~information ~~30,~~set ~~2013,~~forth ~~Florida~~at ~~Gaming~~Item ~~Corporation (the “Company”) and its wholly-owned subsidiary, Florida Gaming Centers, Inc~~1.03 ~~(“Centers,”~~of ~~and~~this ~~collectively~~Current Report ~~with~~on ~~the~~Form ~~Company,~~8-K ~~the~~is ~~“Debtors”)~~hereby ~~entered~~incorporated into anthis ~~asset~~Item ~~purchase~~1.01 ~~agreement~~by ~~(the~~reference “Stalking Horse Agreement”) with Silvermark, LLC (“Silvermark”), pursuant to which Silvermark agreed to acquire substantially all of Centers’ assets for a cash purchase price of $115,000,000 and assumption of certain liabilities of approximately $17,500,000thereto.

AsItem ~~previously disclosed, on August 19, 2013, the Debtors each filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”), case no~~1.03 ~~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~~or ~~(“Bankruptcy Code”)~~Receivership.

~~The~~On ~~Stalking~~March ~~Horse~~20, ~~Agreement~~2014, isthe ~~subject~~United toStates Bankruptcy Court for the ~~receipt~~Southern District of Florida (the “Bankruptcy Court”) entered an order approving a Settlement Agreement (the “Settlement Agreement”) by and among (i) Florida Gaming Corporation (the ~~Debtors~~“Company”), ofits ~~higher~~wholly-owned orsubsidiaries, ~~otherwise~~Florida Gaming ~~better~~Centers, ~~bids~~Inc. at(“Centers”) anand ~~auction~~Tara ~~conducted~~Club ~~under~~Estates, Inc. (“Tara Club”), and Freedom Holding, Inc. (“Freedom”); (ii) the ~~provisions~~Committee of ~~Section~~Unsecured ~~363~~Creditors (the “Committee”) of the ~~Bankruptcy~~Company and Centers in their respective bankruptcy ~~Code~~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 “~~Auction~~Credit Agreement”); and (iv) William B. Collett and William B. Collett, Jr.

OnAs ~~December~~previously 30reported on August 19, 2013, aeach ~~sales~~of ~~procedures~~the ~~order~~Company ~~was~~and ~~entered~~Centers byfiled ~~the~~voluntary ~~Bankruptcy~~petitions ~~Court~~in ~~providing~~bankruptcy ~~that~~seeking ~~Silvermark~~relief ~~was~~under the ~~“stalking~~provisions ~~horse”~~of ~~bidder~~Chapter ~~for~~11 ~~the~~(“Chapter ~~assets identified~~11”) ~~in the Stalking Horse Agreement and establishing procedures for the sale~~ of ~~substantially~~Title ~~all~~11 of the ~~assets~~United ofStates ~~Centers,~~Bankruptcy ~~pursuant to~~Code ~~which, among other things, other qualified bidders must submit competing and qualifying bids by March 19, 2014~~ (~~the~~ “~~Sales Procedures~~Bankruptcy ~~Order~~Code”).

~~The~~As ~~Stalking~~previously ~~Horse Agreement is subject to customary regulatory approvals~~disclosed, ~~including~~in ~~Silvermark’s~~connection ~~receipt~~with oftheir aChapter ~~Florida gaming license, and other customary regulatory~~11 ~~and closing conditions. With limited exceptions~~cases, if the ~~Auction~~Company ~~results~~and inCenters aan ~~party~~auction ~~other~~of ~~than~~to ~~Silvermark~~determine ~~being~~ the highest ~~bidder~~ and ~~the~~best ~~ultimate~~bid ~~purchaser~~for substantially all of Centers’ assets, is ~~the~~scheduled ~~Stalking~~to ~~Horse Agreement will~~ be ~~terminated,~~held ~~and~~on ~~the~~March ~~Debtors will be obligated to pay $4~~25,~~000,000~~ ~~to Silvermark as a break-up fee and for expense reimbursement (the “Termination Fee”)~~2014.

AsThe ~~previously~~Settlement ~~disclosed,~~Agreement ~~before~~provides for the ~~filing~~complete satisfaction of ~~the~~all ~~Chapter~~of ~~11 cases,~~ the ~~Debtors~~Company’s and ~~Silvermark~~Centers’ ~~previously~~obligations ~~entered~~under ~~into~~the aCredit ~~Stock Purchase~~ Agreement (~~the~~and ~~“SPA”~~related agreements)~~, dated~~ ~~as of November 25, 2012~~ and ~~amended~~sets ~~from~~forth the ~~time~~terms toby ~~time, pursuant to~~ which ~~Silvermark~~proceeds ~~would~~from ~~have~~the ~~purchased~~sale ~~all~~ of Centers’ ~~equity~~ ~~from~~assets ~~the~~will ~~Company.~~be ~~Pursuant~~distributed toamong ~~the Stalking Horse Agreement~~ABC, ~~upon~~ the ~~closing~~creditors of ~~the~~Centers, ~~Stalking Horse Agreement or the payment~~and of the ~~Termination~~creditors ~~Fee,~~of the Company ~~and Centers would be released by Silvermark from any obligations or liabilities relating to the SPA~~.

The ~~foregoing~~Settlement ~~descriptions~~Agreement ofalso ~~the~~provides ~~Stalking Horse~~for ~~Agreement~~releases ~~and~~upon the closing ~~Sales~~of ~~Procedures~~the ~~Order~~sale doof ~~not~~substantially ~~purport~~all toof beCenters’ ~~complete~~assets ~~and~~of ~~are~~claims ~~qualified~~which inABC ~~their~~and ~~entirety~~the byCommittee ~~reference~~of toUnsecured Creditors ~~the~~have ~~Debtors’~~against ~~filings with~~ the ~~Bankruptcy~~Company ~~Court~~ and toCenters. ~~the~~The ~~full~~Settlement ~~text~~Agreement ofalso requires that the ~~Stalking~~Company ~~Horse~~and ~~Agreement~~Centers prepare and file with the ~~Sales~~Bankruptcy ~~Procedures Order,~~Court ~~copies~~a plan of ~~which~~complete ~~are~~liquidation ~~attached~~at ~~hereto~~least as15 ~~Exhibits~~days ~~2.1~~before ~~and~~closing ~~99.1,~~of ~~respectively,~~the ~~and~~sale ~~incorporated~~of ~~herein~~Centers’ assets.

~~Cautionary~~The ~~Statement~~foregoing ~~Regarding~~description ~~Forward-Looking~~of the terms of the Settlement Agreement ~~Statements~~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.

~~This~~Item Current Report on Form 8-K and the exhibits hereto (collectively, this “Current Report”) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 19959.01 ~~All~~Financial ~~statements~~Statements contained in this Current Report that are not statements of historical fact, including statements regarding the satisfaction of conditions to the closing of the proposed asset sale, the potential of the proposed asset sale and the expectation that the Chapter 11 filings will enable the Debtors to sell their assets in an orderly manner and other statements regarding the Company’s strategy, future operations, future financial positions, future performance, prospects and plans and objectives of management, should be considered forward-looking statementsExhibits. The Company often uses words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 cases on our liquidity or results of operations, changes in our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, the outcome or timing of the Chapter 11 process and the proposed asset sale, the effect of the Chapter 11 cases or proposed asset sale on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process or the proposed asset sale or conditions to the proposed asset sale, and the timing or amount of any distributions to our stakeholders. Additionally, new risks and uncertainties emerge from time to time, and it is not possible for us to predict or assess the impact of every factor that may cause our actual results or events to differ from those contained in any forward-looking statements. Accordingly, investors should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

~~Cautionary~~(d) ~~Statement Regarding Bankruptcy Proceedings~~Exhibits.

~~The~~10.1 ~~Company’s~~Settlement ~~security~~Agreement ~~holders~~by and ~~potential investors~~among ~~are~~(i) ~~cautioned that trading in~~ the Company’s, ~~securities~~Centers, ~~during~~Inc.,Tara ~~the~~Club ~~pendency~~Freedom; of(ii) the ~~Chapter~~Committee 11(iii) ~~cases~~ABC ~~will~~in beits ~~highly speculative~~capacity ~~and~~as ~~will~~administrative ~~pose~~agent ~~substantial~~under ~~risks. Trading prices for~~ the ~~Company’s~~Credit ~~securities~~Agreement; ~~may~~and ~~bear~~(iv) ~~little~~William orB. noCollett ~~relationship to~~and ~~the~~William ~~actual~~B. ~~recovery~~Collett, ifJr. ~~any,~~dated byas ~~holders~~of ~~thereof~~March ~~in the Company’s Chapter 11 cases. Accordingly~~19, ~~the Company urges extreme caution with respect to existing and future investments in its securities~~2014.

As a result of the Chapter 11 cases, the Debtors are periodically required to file various documents with, and provide certain information to, the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities, monthly operating reports and other financial information. Such materials have been and will be prepared according to requirements of federal bankruptcy law. While they would accurately provide thenForward-~~current~~Looking information required under federal bankruptcy law, such materials will contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from that used in the Company’s consolidated financial statements filed under the federal securities laws. Accordingly, the Company believes that the substance and format of such materials do not allow meaningful comparison with its publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing for comparison with other financial information filed with the Securities and Exchange Commission.Statements

~~Most~~Certain of the ~~Debtors’~~information ~~filings~~contained ~~with~~in this report and the ~~Bankruptcy~~exhibits ~~Court~~hereto ~~are~~should ~~available~~be toconsidered ~~the~~"forward-looking ~~public~~statements" atwithin the ~~offices~~meaning of the ~~Clerk~~Private Securities Litigation Reform Act of ~~the~~1995 ~~Bankruptcy~~that ~~Court~~reflect orFlorida Gaming Corporation's current views with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, ~~obtained~~subject ~~through~~to ~~private~~many risks, uncertainties ~~document~~and ~~retrieval~~factors ~~services.~~relating ~~The~~to ~~Company~~the ~~undertakes~~operations noand ~~obligation~~business environments of Florida Gaming Corporation and its subsidiaries that may cause the actual results of the companies to ~~make~~be materially different from any ~~further~~future ~~public~~results ~~announcement~~expressed or ~~issue~~implied ~~any~~in ~~update~~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 ~~documents~~Chapter ~~filed~~11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the ~~Bankruptcy~~exclusivity ~~Court~~period for the companies to propose and confirm one or ~~any~~more ~~matters~~plans ~~referred~~of reorganization, for the appointment of a Chapter 11 trustee or to ~~therein~~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.

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~(d)~~Pursuant ~~Exhibits:~~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.

2.1	Asset Purchase Agreement, dated as of December 17, 2013, by and among Florida Gaming Corporation, Florida Gaming Centers, Inc. and Silvermark, LLC (Schedules and exhibits have been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K and are not filed herewith. The registrant hereby agrees to furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request. The schedules and exhibits have been filed with the Bankruptcy Court.)
	FLORIDA GAMING CORPORATION
99.1	Sales Procedures Order, dated December 30, 2013.
Date: March 26, 2014	By	/s/ W. Bennett Collett, Jr.
		W. Bennett Collett, Jr.
		Chief Executive Officer

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: December 31, 2013	By	/s/ W. Bennett Collett, Jr.
		W. Bennett Collett, Jr.
		Chief Executive Officer

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