UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

For the Fiscal Year Ended December 31, 2011

OR

For the transition period from ________ to ________.

Commission File Number 0-9099

FLORIDA GAMING CORPORATION

(Name of Small Business Issuer in its Charter)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15(d) of the Act. 

Yes o   No x

Indicate by check mark whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No r

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated herein by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the common stock of the Registrant held by non-affiliates as of June 30, 2011 was approximately $12,461,192 (based on the last sale price for shares of the Registrant’s common stock). Shares of common stock held by each executive officer, director and holder of 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed affiliates.

The number of shares of the registrant's common stock outstanding as of March 30, 2012 - 4,037,293 shares.

EXPLANATORY NOTE FOR FORM 10-K/A

The purpose of this Amendment No. 1 (“Amendment No. 1”) to our annual report on Form 10-K for the fiscal year ended December 31, 2011, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2012 (the “Form 10-K”), is solely to furnish our eXtensible Business Report Language (“XBRL”) interactive data files in Exhibit 101 as required by Rule 405 of Regulation S-T.  

A subsequent event required additional comments to be made and the XBRL service provider could not make the required change in time.

The exhibit list set forth below at Item 15 is amended solely to reflect the filing of the XBRL data files.

No other changes have been made to the Form 10-K other than those described above.  This Amendment No. 1 does not reflect subsequent events occurring after the original filing date for the Form 10-K or modify or update in any way disclosures made in Form 10-K.

Item 15. Exhibits List and Financial Statement Schedules

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

Florida Gaming Corporation