Exhibit
      4.2

     

    
 

    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

    


    April
      28, 2006

    Date
      of
      Report (Date of earliest event reported)

    


    Florida
      Gaming Corporation

    (Exact
      Name of Registrant as specified in its Charter)

    


    
      	
              Delaware

            	 	
              0-9909

            	 	
              59-1670533

            
	
              State
                of other jurisdiction of  Incorporation

            	 	
              (Commission
                file no.)

            	 	
              (IRS
                employer Identification No.)

            


    

     

    3500
      NW 37th
      Avenue, Miami, Florida 33142-0000

    (Address
      of principal executive offices, including zip code)

    


    (305)
      633-6400

    (Registrant’s
      telephone number,

    including
      area code)

    


    Not
      Applicable

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

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Item
      3.02. Unregistered Sales of Equity Securities.

    


    On
      April
      28, 2006 the Registrant granted an option to Freedom Financial Corporation
      (the
“Optionee”) to purchase up to 325,000 shares (the “Shares”) of the Registrant’s
      $0.20 par value common stock (the “Option”).

    


    The
      Option is non-transferable except by operation of law and is exercisable in
      whole or in part from time to time anytime after October 28, 2006 and before
      October 28, 2011.

    


    The
      purchase price for each Share subject to the option is $17.00, which is $1.00
      more than the closing market price of the shares on April  27, 2006. The
      Option may be exercised by the Optionee tendering to the Registrant the
      aggregate purchase price of the Shares purchased plus, if required by the
      Registrant, an amount of monies sufficient to pay all applicable federal, state
      and local taxes on the difference between the purchase price and the
      market  value of the Shares on the date of exercise.

    


    The
      Optionee acknowledged that (i) neither the Option nor the Shares have been
      registered under the Securities Act of 1933 (the “Act”) or the Securities Laws
      of any state, (ii) the Optionee is acquiring the Option and the Shares for
      its
      own account for investment and not with a view to resale or distribution, (iii)
      the Optionee may be deemed to be an affiliate of the Registrant within the
      meaning of Rule 144 under the Act, (iv) the Option is non-transferable except
      by
      operation of law, (v) the Shares can only be resold by the Optionee  if the
      shares are registered under the Act  and any applicable state Security Law,
      or if an exemption from registration is available, and (vi) the stock
      certificate(s) representing the Shares will bear an appropriate restrictive
      legend.

    


    The
      Registrant relied on the exemption afforded by Section 4(2) under the Act 
for the issuance of the Option, and will rely on Section 4(2) under the Act
      for
      the issuance of the Shares. The Optionee did not need the protection which
      registration would afford because (i) the Optionee is an accredited investor
      within the meaning of Rule 501 under the Act, (ii) the Optionee is the
      controlling shareholder of the Registrant, and (iii) some of the same persons
      serve as directors and executive officers of the Registrant and the Optionee.
      

    


    The
      Option was approved by a majority of the Registrant’s independent directors who
      do not serve as officers or directors of the Optionee, and who do not have
      a
      direct or indirect ownership interest in the Optionee.

    


    A
      copy of
      the Option Agreement is attached hereto as Exhibit 4.2.

    


    Item
      9.01 Financial Statements and Exhibits

    


    
      	 	
              (a)

            	
              Financial
                Statements of Businesses Acquired.

            


    

    


    Not
      Applicable

    


    
      	 	
              (b)

            	
              Pro
                forma financial information.

            


    

    


    Not
      Applicable

    


    
      	 	
              (c)

            	
              Exhibits.

            


    

    


    The
      following exhibit is attached hereto:

    


    
      	 	
              4.2

            	
              Stock
                Option Agreement entered into by and between the Registrant and Freedom
                Financial Corporation dated April 28,
                2006.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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.

    


    
      	 	
              FLORIDA
                GAMING CORPORATION

            
	 	 
	 	 
	
              Date:
                May 3, 2006

            	
              By:
                s/W.Bennett
                Collett                                  
                

            
	 	
              W.
                Bennett Collett

            
	 	
              Chairman
                of the Board and

            
	 	
              Chief
                Executive Officer

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      EXHIBIT
        4.2

      


      FLORIDA
        GAMING CORPORATION

      NON-PLAN
        STOCK OPTION AGREEMENT

       

      


      THIS
        NON-PLAN STOCK OPTION AGREEMENT (“Agreement”) is made and entered into by and
        between FLORIDA GAMING CORPORATION, a Delaware corporation (the “Company”), and
        FREEDOM FINANCIAL CORPORATION, an Indiana corporation (the “Optionee”) to
        memorialize and evidence the grant of the following described option (the
        “Option”) by the Company to the Optionee. 

      


      Pursuant
        to resolutions duly adopted by the Company’s Board of Directors on April 28,
        2006, the Company hereby grants to the Optionee an Option to purchase up
        to
        325,000 shares of the Company’s $.20 par value common stock (the “Shares”),
        subject to the terms and conditions stated in this Agreement.

      


      The
        Option is non-transferable except by operation of law and is exercisable,
        in
        whole or in part from time to time, anytime after October 28, 2006 and before
        October 28, 2011.

      


      The
        purchase price for each share subject to the Option is $17.00 (the “Purchase
        Price”). The Option may be exercised by the Optionee tendering to the Company
        the aggregate Purchase Price of the Shares purchased plus, if required by
        the
        Company, an amount of monies sufficient to pay all applicable federal, state
        and
        local withholding taxes on the difference between the Purchase Price and
        the
        market value of the Shares on the date of exercise.

      


      The
        Optionee acknowledges and agrees that the obligation of the Company to sell
        any
        Shares to the Optionee pursuant to this Agreement is subject to the terms
        and
        conditions of this Agreement, and all applicable laws, rules and regulations,
        including, without limitation, all applicable federal and state securities
        laws.

      


      The
        Optionee acknowledges that (i) neither the Option nor the Shares have been
        registered under the Securities Act of 1933 (the “Act”) or the Securities 
Laws of any state, (ii) the Optionee is acquiring the Option and the Shares
        for
        its own account for investment and not with a view to distribution or resale,
        (iii) the Optionee may be deemed to be an affiliate of the Company within
        the
        meaning of Rule 144 under the Act, (iv) the Option is non-transferable except
        by
        operation of law, (v) the shares can only be resold by the Optionee if the
        Shares are registered for resale under the Act and any applicable state Security
        Law, or if an exemption from registration is available, and (vi) the stock
        certificate(s) representing the Shares will bear an appropriate legend
        describing the restrictions on resale.[1]

      


      EXECUTED
        as of the 28th
        day of
        April, 2006.

      


      


      
        	 	
                FLORIDA
                  GAMING CORPORATION

              
	 	 
	 	 
	 	
                By:
                  s/W.
                  Bennett
                  Collett                                        
                  

              
	 	
                W.
                  Bennett Collett

              
	 	
                 Chairman
                  of the Board and

              
	 	
                 Chief
                  Executive Officer

              
	 	 
	 	 
	 	
                FREEDOM
                  FINANCIAL CORPORATION

              
	 	 
	 	 
	 	
                By:
                  s/W.
                  B. Collett,
                  Jr.                                             
                  

              
	 	
                W.
                  B. Collett, Jr.

              
	 	
                Executive
                  Vice President

              


      

      


      
        
          

        

      

      [1]
        The
        following legend will be placed on all stock certificates representing Shares
        issued upon exercise of the Option:

      


      “THE
        SHARES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITES LAW. SUCH
        SHARES WERE ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESALE OR
        DISTRIBUTION AND MAY NOT BE SOLD OR TRANSFERRED UNLESS FIRST REISTERED UNDER
        THE
        ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS, IN THE OPINION OF
        COUNSEL ACCEPTABLE TO THE ISSUER, AN EXEMPTION FROM REGISTRATION IS
        AVAILABLE.