UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the fiscal year ended December 31, 2013


Commission File Number 000-54085





Affinity Gaming





Nevada02-0815199State of IncorporationIRS Employer Identification Number3755 Breakthrough Way, Suite 300Las Vegas, Nevada 89135702-341-2400Address, including zip code, of principal executive officesRegistrant's telephone number, including area code





Securities registered pursuant to Section 12(b) of the Act:  None


Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $0.001 par value per share; Preferred Stock Purchase Right


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes £ No R


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes £ No R


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 R No £


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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes R No £


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £


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.


Large accelerated filer£Accelerated filer£Non-accelerated filerþSmaller reporting company£


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


As of June 30, 2013, the aggregate market value of our voting and non-voting common equity held by non-affiliates of Affinity Gaming was $0.





Applicable only to registrants involved in bankruptcy proceedings during the preceding five years


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes R No £





No established public trading market for our common stock currently exists.  As of March 28, 2014 , 20,243,262 shares of our common stock were outstanding.





Documents Incorporated By Reference


Information required by Part III of this Annual Report on Form 10-K is incorporated by reference to portions of our definitive proxy statement for our 2014 annual meeting of stockholders filed with the Securities and Exchange Commission on April 8, 2014.











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EXPLANATORY NOTE





We are filing this Annual Report on Form 10-K/A (the “Amended Filing”) as Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which we originally filed with the Securities and Exchange Commission on March 31, 2014 (the “Original Filing”).  In the Original Filing, a technical problem caused us to inadvertently include an incorrect signature page.





This Amended Filing includes only the signature page which would otherwise have accompanied the Original Filing but for the technical problem; it neither modifies disclosures made in the Original Filing nor provides any updated disclosure to reflect events which occurred subsequent to the Original Filing date.





We have included currently-dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002, as exhibits to this Amended Filing.





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





AFFINITY GAMING(Registrant)Date:March 28, 2014By:/s/ David D. RossDavid D. RossChief Executive Officer(principal executive officer)








POWER OF ATTORNEY





KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc H. Rubinstein and Donna Lehmann and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead, in any and all capacities, to do any and all things and execute and all instruments that such attorney-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this report and any and all amendments hereto, as fully for all intents and purposes as he might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.





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NameTitleDate/s/ David D. RossDavid D. RossCEO(principal executive officer)March 28, 2014/s/ Donna LehmannDonna LehmannSVP, CFO and Treasurer(principal financial and accounting officer)March 28, 2014/s/ Richard S. ParisiRichard S. ParisiDirector, ChairmanMarch 28, 2014/s/ Thomas M. BenningerThomas M. BenningerDirectorMarch 28, 2014/s/ Matthew A. DohenyMatthew A. DohenyDirectorMarch 28, 2014/s/ Randall A. FineRandall A. FineDirectorMarch 28, 2014/s/ Eric V. TanjeloffEric V. TanjeloffDirectorMarch 28, 2014








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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, thereunto duly authorized.


AFFINITY GAMINGDated:May 23, 2014By:/s/ David D. RossName: David D. RossTitle: Chief Executive OfficerDated:May 23, 2014By:/s/ Donna LehmannName: Donna LehmannTitle: Senior Vice President, Chief Financial Officer and Treasurer