Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
(AMENDMENT NO. 1)

|X|     QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009

OR

|_|    TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______

Commission File Number 0-16686

POKER MAGIC, INC.

(Exact name of registrant as specified in its charter)


Minnesota
20-4709758
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

130 West Lake Street, Suite 300, Wayzata, MN
(Address of Principal Executive Offices)

(952) 473-3442
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed from last report)

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 |X|   No |_|

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 |_|   No |_|

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 filer |_| (Do not check if a smaller reporting company)
Smaller reporting company |X|

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

As of July 31, 2009 there were 9,563,224 shares of the issuer’s common stock, $0.001 par value, outstanding.

 
 
 

Table of Contents



   
Page
PART II – OTHER INFORMATION
  
Item 6.
Exhibits
1
     
SIGNATURES
1
     
EXHIBIT INDEX
2


Explanatory Note

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Poker Magic, Inc. (the “Company”) for the period ended June 30, 2009, filed with the SEC on August 14, 2009 (the “Original 10-Q”).  This Amendment No. 1 is being filed solely for the purpose of correcting a typographical error contained in the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002.  As required by applicable rules, we are also filing a new certification under Section 906 of the Sarbanes-Oxley Act of 2002.  As consequence, the Section 302 and Section 906 certifications are the only items being filed with this Amendment No. 1.

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original 10-Q and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to the filing of the Original 10-Q.  Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and the Company’s filings made with the SEC subsequent to the filing of the Original 10-Q.  The filing of this Amendment No. 1 is not an admission that the Original 10-Q, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

 
 
 

PART II – OTHER INFORMATION

Item 6.  Exhibits.

Exhibit No.
  
Description
10.1
  
Promissory Note *
31.1
  
Certification of Chief Executive Officer
31.2
  
Certification of Chief Financial Officer
32
  
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*  incorporated by reference to the Original 10-Q, filed with the SEC on August 14, 2009.


SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
POKER MAGIC, INC.
   
 
   /s/ Douglas Polinsky
 
Douglas Polinsky
 
Chief Executive Officer
   
 
Dated:  October 30, 2009
   
 
   /s/ Joseph A. Geraci, II
 
Joseph A. Geraci, II
 
Chief Financial Officer
   
 
Dated:  October 30, 2009
 
 
1
 

INDEX TO EXHIBITS FILED WITH THIS REPORT

Exhibit No.
  
Description
31.1
  
Certification of Chief Executive Officer
31.2
  
Certification of Chief Financial Officer
32
  
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
2