**Table
            of Contents**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


______________





**FORM
      10-Q/A**


Amendment
      No.1




x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      Quarterly Period Ended September 30, 2006


OR


o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      transition period from
      _____________________to______________________





Commission
      File Number: 000-51572


**POKERTEK,
                INC.**


(Exact
      name of registrant as specified in its charter)




**North
                Carolina**
            
            **61-1455265**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**1020
                Crews Road, Suite J, Matthews, North Carolina
                28106**(Address
                of principal executive offices)




**(704)
      849-0860**


(Registrant’s
                telephone number, including area
                code)




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
o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check
      one):  Large accelerated filer o Accelerated
      filer o Non-accelerated
      filer x





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





As
      of
      November 2, 2006, there were 9,472,020 shares outstanding of the registrant’s
      common stock.












**EXPLANATORY
      NOTE**


This
        Amendment No. 1 to Form 10-Q for the quarterly period ended September 30,
        2006
        (the “Form 10-Q/A”) amends the Form 10-Q for the same period, which was filed
        with the Securities and Exchange Commission on November 13, 2006 (the “Original
        Form 10-Q”). The purpose of this Form 10-Q/A is to (i) include disclosure in
        Items 5 and 6 of Part II and the Exhibit Index relating to the Extension
        to Key
        Employee Agreement (the “Extension”) entered into on August 9, 2006 between
        PokerTek, Inc. (the “Company”) and Mr. Hal Shinn, the Company’s Chief
        Technology Officer; (ii) file the Extension as Exhibit 10.1 to this Form
        10-Q/A;
        and (iii) update the Table of Contents accordingly (together, the
“Amendments”).
 
 The
        Amendments had no effect on the Company’s consolidated statements of operations,
        statements of cash flows or balance sheets.
 
 This
        Form
        10-Q/A is limited in scope to the Amendments and does not amend, update or
        change any other items or disclosures contained in the Original Form 10-Q.
        This
        Form 10-Q/A continues to speak as of the date of the Original Form 10-Q,
        and the
        Company has not updated the disclosures in either this Form 10-Q/A or the
        Original Form 10-Q to reflect events that occurred subsequent to the filing
        of
        the Original Form 10-Q, other than with respect to the Amendments included
        as a
        part of this Form 10-Q/A.









**Table
        of Contents**






**POKERTEK,
      INC.**


**QUARTERLY
      REPORT ON FORM 10-Q**




**Table
      of Contents**




**PART
                I - FINANCIAL INFORMATION**
            **Page***
                *
                ***PART
                II - OTHER INFORMATION***
                  *
                  *Item
                5.
            Other
                    InformationItem
                6.
            ExhibitsSIGNATURES




-i-
 **Table
          of Contents**




**PART
      II - OTHER INFORMATION**


**Item
      5. Other Information**




(a)  On
        August
        9, 2006, PokerTek, Inc. (the “Company”) and Mr. Hal Shinn, the Company’s
        Chief Technology Officer, entered into an Extension to Key Employee Agreement
        (the “Extension”) that further amended that certain Key Employee Agreement
        between the Company and Mr. Shinn, dated as of August 9, 2004 and amended
        effective July 1, 2005 (the “Employment Agreement”). Pursuant to the Extension,
        the Company and Mr. Shinn agreed to extend the term of the Employment Agreement
        for a two-year period expiring on August 9, 2008, unless earlier terminated.
        All
        other terms of the Employment Agreement remain in full force and
        effect.




**Table
            of Contents**




**Item
              6.**
            **Exhibits.**




Exhibit
                  No.
              
              Description10.1
              
              Extension
                to Key Employee Agreement between PokerTek, Inc. and Mr. Hal Shinn,
                effective August 9, 2006.31.1
              
              Certification
                  of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
                  Act.31.2
              
              Certification
                  of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
                  Act.


**Table
            of Contents**




**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.




POKERTEK,
      INC.




Date:
      August 1, 2007


By: 
      /s/ Gehrig
      H.
      White


Gehrig
      H.
      White, Chief Executive Officer


(Principal
      Executive Officer)






/s/ Christopher
      Daniels


Christopher
      Daniels, Chief Financial  Officer


(Principal
      Financial Officer  and
      Principal Accounting Officer)


**Table
          of Contents**




**EXHIBIT
      INDEX FORM 10-Q/A - AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM
      10-Q**





Exhibit
                No.
            
            Description10.1
            
            Extension
              to Key Employee Agreement between PokerTek, Inc. and Mr. Hal Shinn,
              effective August 9, 2006.31.1
            
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
                Act.31.2
            
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
                Act.





Our
      SEC
      file number reference for documents filed with the SEC pursuant to the
      Securities Exchange Act of 1934, as amended, is 000-51572.