**Table
            of Contents**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


______________





**FORM
      10-Q**





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.





**Table
        of Contents**




**POKERTEK,
      INC.**


**QUARTERLY
      REPORT ON FORM 10-Q**




**Table
      of Contents**




**PART
                I - FINANCIAL INFORMATION**
            **Page**Item
                1.
            Financial
                Statements
            1Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition
                and Results of Operations
            11Item
                3.
            Quantitative
                and Qualitative Disclosures about Market
                Risk
            16Item
                4.
            Controls
                and Procedures
            16**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            16Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            17Item
                6.
            Exhibits
            18SIGNATURES
            19




-i-
 **Table
          of Contents**




**PART
      I. - FINANCIAL INFORMATION**




**Item
      1. Financial Statements**




**PokerTek,
      Inc.**


**(A
      Development Stage Company)**




**Balance
      Sheets**


September
                30,
              2006
            
            December
                31,
              2005**Assets**
            
            (unaudited)Current
                AssetsCash
                and cash equivalents
            
            $
            12,947,974
            
            $
            20,373,900Trade
                receivables
            
            
            260,648
            
            
            151,200Prepaid
                expenses and other assets
            
            
            429,981
            
            
            315,550Inventory
                (Note 3)
            
            
            1,767,633
            
            
            600,675**Total
                current assets**
            
            
            15,406,236
            
            
            21,441,325Other
                AssetsSecurity
                deposit
            
            
            2,800
            
            
            2,800Property
                and equipment, net of accumulated depreciation (Note 2)
            
            
            2,045,034
            
            
            1,259,025**Total
                assets**
            
            $
            17,454,070
            
            $
            22,703,150**Liabilities
                and Shareholder's Equity**Current
                LiabilitiesAccounts
                payable and accrued expenses
            
            $
            535,998
            
            $
            214,465Commitments
                (Notes 4 and 5)
            
            
            —
            
            
            —Shareholder's
                Equity (Note 6)Preferred
                stock, no par value per share; authorized 5,000,000, noneissued
                and outstanding
            
            
            —
            
            
            —Common
                stock, no par value per share; authorized 100,000,000shares,
                issued and outstanding 9,472,020 and 9,468,020 atSeptember
                30, 2006 and December 31, 2005, respectively
            
            
            —
            
            
            —Capital
            
            
            27,748,513
            
            
            27,180,041Accumulated
                deficit during the development stage
            
            
            (10,830,441
            )
            
            (4,691,356
            )**Total
                shareholder's equity**
            
            
            16,918,072
            
            
            22,488,685**Total
                liabilities and shareholder's equity**
            
            $
            17,454,070
            
            $
            22,703,150




See
      Notes
      to Interim Financial Statements.


-1-
 **Table
          of Contents**




**PokerTek,
      Inc.**


**(A
      Development Stage Company)**





**Statements
      of Operations**


**(Unaudited)**


Three
                Months Ended
              September
                30,2006
            
            2005Revenues:License
                fees
            
            $
            135,424
            
            $
            42,000Product
                sales
            
            
            104,018
            
            
            5,360**Total
                revenues**
            
            
            239,442
            
            
            47,360Costs
                and operating expenses:Cost
                of product sales
            
            
            98,153
            
            
            4,267Selling,
                general and administrative
            
            
            1,596,041
            
            
            383,769Research
                and development
            
            
            872,241
            
            
            532,166Depreciation
            
            
            182,019
            
            
            13,813**Total
                costs and operating expenses**
            
            
            2,748,454
            
            
            934,015**Operating
                loss**
            
            
            (2,509,012
            )
            
            (886,655
            )Non-operating
                income:Interest
                income
            
            
            192,647
            
            
            15,504**Net
                loss**
            
            $
            (2,316,365
            )
            $
            (871,151
            )Net
                loss per common share - basic and diluted:
            
            $
            (0.24
            )
            $
            (0.12
            )Weighted
                average common shares outstanding - basic and diluted:
            
            
            9,472,020
            
            
            7,234,270




See
      Notes
      to Interim Financial Statements.


-2-
 **Table
          of Contents**




**PokerTek,
      Inc.**


**(A
      Development Stage Company)**





**Statements
      of Operations**


**(Unaudited)**


Nine
                Months Ended
              September
                30,
            
            Period
                from August 22, 2003 (date of inception) to September 30,2006
            
            2005
            
            2006Revenues:License
                fees
            
            $
            628,602
            
            $
            42,000
            
            $
            899,002Product
                sales
            
            
            397,620
            
            
            5,360
            
            
            441,568**Total
                revenues**
            
            
            1,026,222
            
            
            47,360
            
            
            1,340,570Costs
                and operating expenses:Cost
                of product sales
            
            
            380,454
            
            
            4,267
            
            
            418,960Selling,
                general and administrative
            
            
            4,106,433
            
            
            998,403
            
            
            6,320,539Research
                and development
            
            
            2,823,662
            
            
            1,509,083
            
            
            5,653,015Depreciation
            
            
            449,949
            
            
            20,440
            
            
            570,038**Total
                costs and operating expenses**
            
            
            7,760,498
            
            
            2,532,193
            
            
            12,962,552**Operating
                loss**
            
            
            (6,734,276
            )
            
            (2,484,833
            )
            
            (11,621,982
            )Non-operating
                income:Interest
                income
            
            
            595,191
            
            
            33,143
            
            
            791,541**Net
                loss**
            
            $
            (6,139,085
            )
            $
            (2,451,690
            )
            $
            (10,830,441
            )Net
                loss per common share - basic and diluted:
            
            $
            (0.65
            )
            $
            (0.35
            )Weighted
                average common shares outstanding - basic and diluted
            
            
            9,471,221
            
            
            7,006,513




See
      Notes
      to Interim Financial Statements.


-3-
 **Table
            of Contents**




**PokerTek,
      Inc.**


**(A
      Development Stage Company)**




**Statements
      of Cash Flows**


**(Unaudited)**





Nine
                Months Ended
              September
                30,
            
            Period
                from August 22, 2003 (date of inception) to September 30,2006
            
            2005
            
            2006**Cash
                Flows from Operating Activities**Net
                loss
            
            $
            (6,139,085
            )
            $
            (2,451,690
            )
            $
            (10,830,441
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            449,949
            
            
            20,440
            
            
            570,038Stock-based
                compensation expense
            
            
            605,144
            
            
            18,135
            
            
            896,627Provision
                for other receivables
            
            
            —
            
            
            —
            
            
            8,000Changes
                in assets and liabilities:Increase
                in security deposit
            
            
            —
            
            
            —
            
            
            (2,800
            )Increase
                in trade receivables
            
            
            (109,448
            )
            
            (18,623
            )
            
            (268,648
            )Increase
                in prepaid expenses and other assets
            
            
            (114,431
            )
            
            (261,984
            )
            
            (429,981
            )Increase
                in inventory
            
            
            (1,166,958
            )
            
            (613,218
            )
            
            (1,767,633
            )Increase
                in accounts payable and accrued expenses
            
            
            321,533
            
            
            257,805
            
            
            535,998Net
                cash used in operating activities
            
            
            (6,153,296
            )
            
            (3,049,135
            )
            
            (11,288,840
            )**Cash
                Flows from Investing Activities**Purchases
                of property and equipment
            
            
            (1,235,958
            )
            
            (125,982
            )
            
            (2,615,072
            )Net
                cash used in investing activities
            
            
            (1,235,958
            )
            
            (125,982
            )
            
            (2,615,072
            )**Cash
                Flows from Financing Activities**Proceeds
                (expenses) from issuance of common stock,private
                placement of common stock and commonstock
                options exercised, net of expenses
            
            
            (36,672
            )
            
            3,005,913
            
            
            26,851,886Net
                cash provided by (used in) financing activities
            
            
            (36,672
            )
            
            3,005,913
            
            
            26,851,886Net
                increase (decrease) in cash and cash equivalents
            
            
            (7,425,926
            )
            
            (169,204
            )
            
            12,947,974Cash
                and cash equivalents:Beginning
            
            
            20,373,900
            
            
            1,322,871
            
            
            -Ending
            
            $
            12,947,974
            
            $
            1,153,667
            
            $
            12,947,974




See
      Notes
      to Interim Financial Statements.


-4-
 **Table
          of Contents**




**POKERTEK,
      INC.**




**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**


**September
      30, 2006**





**Note
      1.** **Nature
      of Business and Interim Basis of Presentation**





***Basis
      of Presentation.*** ******  These
      interim financial statements have been prepared in accordance with instructions
      to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
      not include all of the information and notes required by accounting principles
      generally accepted in the United States of America for complete audited
      financial statements, as permitted by such rules and regulations. These
      statements should be read in conjunction with the audited financial statements
      and notes thereto included in the Company’s Annual Report on Form 10-K for the
      year ended December 31, 2005. In the opinion of the Company’s management,
      the accompanying interim financial statements contain all adjustments
      (consisting of normal recurring accruals and charges) necessary to present
      fairly the financial position of the Company at September 30, 2006, including
      the results of its operations for the three and nine months ended September
      30,
      2006 and 2005 and cash flows for the nine months ended September 30, 2006 and
      2005. The results of operations for the three and nine months ended September
      30, 2006 are not necessarily indicative of the results to be expected for the
      entire year.





***Description
      of Business.*** The
      Company was formed to develop and market the PokerProTM system, an electronic
      poker table that provides a fully-automated poker-room environment, to tribal
      casinos, commercial casinos, cruise ships and card clubs. The PokerProTM system
      is designed to increase casino revenue and security while helping to reduce
      operating costs associated with poker rooms. The PokerProTM system is also
      designed to improve players’ gaming experience by eliminating dealer and player
      mistakes, eliminating the need for dealer tipping and providing players with
      automated game information not available at poker tables operated by human
      dealers, such as chip stack calculation, pot calculation and the ability to
      view
      previous hands played.





There
      were no material changes during the most recent fiscal quarter in the
      Company’s significant accounting policies described
      in the Company’s Annual Report on Form 10-K for the year ended December 31,
      2005.





*Recent
      accounting pronouncements:*





In
      March 2006, the FASB issued SFAS No. 156, *“Accounting
      for Servicing of Financial Assets,”* which
      amends FASB Statement No. 140, *“Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”.* SFAS
      No.
      156 is effective in fiscal years beginning after September 15, 2006. The
      Company is currently assessing the impact, if any, of the adoption of SFAS
      No.
      156 on the fiscal year 2007 financial statements.





In
      July
      2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), *“Accounting
      for Uncertainty in Income Taxes—an interpretation of FASB Statement
      No. 109”.* FIN
      48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise’s financial statements in accordance with SFAS No. 109, *Accounting
      for Income Taxes.* FIN 48
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. FIN 48 also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. FIN 48 is effective for fiscal years beginning after
      December 15, 2006, and applies to all tax positions accounted for in
      accordance with SFAS No. 109. The Company is currently evaluating the
      impact that the adoption of FIN 48 will have on the fiscal year 2007 financial
      statements.


-5-
 **Table
          of Contents**




In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* ” .
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value,
      and expands disclosure requirements regarding fair value measurement. Where
      applicable, SFAS
      No.
      157 simplifies and codifies previously issued guidance within GAAP related
      to
      fair value. Although SFAS
      No.
      157 does not require any new fair value measurements, its application may,
      in
      certain instances, change current practice. SFAS
      157
      is effective for fiscal years beginning after November 15, 2007. The Company
      is
      currently reviewing SFAS
      No.
      157 to determine its impact on our financial statements upon
      adoption.





In
      September 2006, the staff of the Securities and Exchange Commission (the
“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, which provides
      interpretive guidance regarding the process for quantifying financial statement
      misstatements. SAB
      No.
      108 is
      effective for fiscal years ending after November 15, 2006. We do not expect
      the adoption of SAB
      108
      to have a material impact on our financial position, results of operations
      or
      cash flows.





**Note
      2. Property and Equipment**





Property
      and equipment consists of the following at September 30, 2006 and December
      31,
      2005:


Useful
                life
            
            September
                30,
            
            December
                31,(years)
            
            2006
            
            2005PokerProTMsystems
            
            
            3
            
            $
            1,641,892
            
            $
            1,074,423Temporarily
                idle PokerProTMsystems (a)
            
            
            3
            
            
            509,727
            
            
            —Equipment
            
            
            5
            
            
            397,667
            
            
            273,628Leasehold
                improvements
            
            
            4
            
            
            65,786
            
            
            31,0632,615,072
            
            
            1,379,114Less:
                accumulated depreciation
            
            
            
            
            
            (570,038
            )
            
            (120,089
            )Property
                and equipment, net
            
            
            
            
            $
            2,045,034
            
            $
            1,259,025





(a)
            The
                systems are ready for customer and regulatory use and will be installed
                as
                agreements are signed and scheduling allows. Included in the $570,038
                accumulated depreciation above is $153,391 related to the temporarily
                idle
                PokerProTM systems.





**Note
      3. Inventory**




Inventory
      consists of the following at September 30, 2006 and December 31,
      2005:




September
                30,
            
            December
                31,2006
            
            2005Product
                hardware
            
            $
            1,767,633
            
            $
            600,675





-6-
 **Table
            of Contents**




**Note
      4. Commitments**




The
      Company leases corporate offices under lease agreements with terms up to 5
      years
      and which require the Company to pay property taxes, insurance and maintenance
      (see Note 9 for discussion of related party transactions). The Company also
      leases certain office equipment under lease agreements with terms up to 3 years.
      The following is a schedule by year of the future minimum lease payments due
      under agreements with terms extending beyond one year:




Year
                EndingSeptember
                30,
            
            Amount2007
            
            $
            171,9202008
            
            
            170,1002009
            
            
            168,8002010
            
            
            101,0002011
            
            
            33,000$
            644,820




Rent
      expense for the three months ended September 30, 2006 and September 30, 2005
      was
      $38,816 and $19,912, respectively, and for the nine months ended September
      30,
      2006 and September 30, 2005 was $108,479 and $40,558, respectively.




The
      Company has entered into employment agreements with certain officers that
      include base salaries and certain benefits. These agreements have terms ranging
      from two to four years.





**Note
      5. Employee Benefit Plan**




The
      Company has established a salary deferral plan under Section 401(k) of the
      Internal Revenue Code. The plan allows eligible employees to defer a portion
      of
      their compensation ranging from 3% to 5%. Such deferrals accumulate on a tax
      deferred basis until the employee withdraws the funds. The Company makes a
      matching contribution equal to 100% on the first 3% of the participants’
elective deferral and 50% on deferral from 3% to 5%. Total expense recorded
      for the Company’s match for the three months ended September 30, 2006 and
      September 30, 2005 was $13,032 and $4,853, respectively, and for the nine months
      ended September 30, 2006 and September 30, 2005 was $31,975 and $10,687,
      respectively.





**Note
      6. Shareholder’s Equity**





*Stock
      Incentive Plan* :  Effective
      January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), "Share-Based
      Payment" (SFAS No. 123R), which replaces SFAS No. 123 and supersedes APB Opinion
      No. 25. SFAS No. 123R requires all share-based payments to employees, including
      grants of employee stock options, to be recognized in the financial statements
      based on their fair values.  Prior
      to
      this adoption, we accounted for our share-based employee compensation awards
      in
      accordance with SFAS No. 123, Accounting for Stock-Based
      Compensation.  The
      Company adopted SFAS No. 123R using the modified-prospective transition method,
      which requires the Company, beginning January 1, 2006 and thereafter, to expense
      the grant date fair value of all share-based awards over their remaining vesting
      periods to the extent the awards were not fully vested as of the date of
      adoption and to expense the fair value of all share-based awards granted
      subsequent to December 31, 2005 over their requisite service periods.
      Share-based compensation expense for all share-based payment awards granted
      after January 1, 2006 is based on the grant-date fair value estimated in
      accordance with the provisions of SFAS No. 123R. The Company recognizes
      compensation cost net of a forfeiture rate and recognizes the compensation
      cost
      for only those awards expected to vest on a straight-line basis over the
      requisite service period of the award, which is generally the vesting term.
      The
      Company estimated the forfeiture rate based on its expectations about future
      forfeitures. As required under the modified-prospective transition method,
      prior
      periods have not been restated. In March 2005, the SEC issued Staff Accounting
      Bulletin No. 107 (SAB 107) regarding the SEC's interpretation of SFAS No. 123R
      and the valuation of share-based payments for public companies. The Company
      has
      applied the provisions of SAB 107 in its adoption of SFAS No. 123R. The Company
      allocates share-based payment expense between selling, general and
      administrative (“SG&A”) and research and development (“R&D”) expenses
      based on the same factors as cash compensation.


-7-
 **Table
          of Contents**





For
      stock
      options issued both before and after adoption of SFAS No. 123R, the fair value
      is estimated at the date of grant using a Black-Scholes option pricing model.
      As
      part of its adoption of SFAS No. 123R, for stock options issued after December
      31, 2005, the Company reevaluated its assumptions in estimating the fair value
      of stock options granted. Principal assumptions used are as follows: (a)
      expected volatility for the Company's stock price is based on comparable
      companies’ volatility and implied market volatility, (b) exercise data is used
      to estimate the options' expected term, which represents the period of time
      that
      the options granted are expected to be outstanding, and (c) the risk-free
      interest rate is the rate on zero-coupon U.S. government issues with a remaining
      term equal to the expected life of the options. The Company recognizes
      compensation expense for the fair value of stock options, which have graded
      vesting, on the straight-line basis over the requisite service period of the
      awards.





At
      September 30, 2006 and December 31, 2005, options to purchase 1,584,650 and
      1,053,650 shares of common stock, respectively, had been granted to certain
      directors, officers, employees and independent contractors of the Company
      pursuant to the PokerTek, Inc. 2004 and 2005 Stock Incentive Plans. Options
      granted under the plans generally vest over periods ranging from date of grant
      to four years and expire in ten years. The value of the options granted is
      being
      charged to expense over the service period or vesting period, as appropriate.
      The amount of related expense calculated using the Black-Scholes option pricing
      model is as follows:





Three
                Months Ended
              September
                30,
            
            Nine
                Months Ended
              September
                30,2006
            
            2005
            
            2006
            
            2005Selling,
                general, and administrative
            
            $
            114,928
            
            $
            11,792
            
            $
            297,827
            
            $
            18,135Research
                and development
            
            
            125,843
            
            
            —
            
            
            307,317
            
            
            —Total
                share-based compensation expense
            
            $
            240,771
            
            $
            11,792
            
            $
            605,144
            
            $
            18,135





There
      was
      no tax benefit related to the options exercised during the three and nine months
      ended September 30, 2006 and 2005, respectively.





On
      the
      date of grant using the Black-Scholes option-pricing model, the following
      weighted average assumptions were used to estimate the grant-date fair value
      of
      the options in the periods indicated:





Three
                Months Ended
              September
                30,
            
            Nine
                Months Ended
              September
                30,2006
            
            2005
            
            2006
            
            2005Risk-free
                interest rate
            
            
            4.59
            %
            
            3.75
            %
            
            4.78
            %
            
            3.09
            %Expected
                volatility
            
            
            30
            %
            
            0
            %
            
            30
            %
            
            0
            %Expected
                dividend yield
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Expected
                life (years)
            
            
            5.0
            
            
            5.0
            
            
            5.0
            
            
            5.0





-8-
 **Table
            of Contents**




A
      summary
      of the stock option activity and weighted average exercise price for the nine
      months ended September 30, 2006 is as follows:




Weighted
                Average
            
            Weighted
                Average
              Contractual
                Term
            
            AggregateShares
            
            Exercise
                Price
            
            (Years)
            
            Intrinsic
                ValueOutstanding
                at December 31, 2005
            
            
            1,053,650
            
            $
            4.81Granted
            
            
            281,500
            
            
            11.96Exercised
            
            
            (4,000
            )
            
            0.01Forfeited
            
            
            (3,000
            )
            
            9.84Outstanding
                at March 31, 2006
            
            
            1,328,150
            
            
            6.33Granted
            
            
            79,000
            
            
            10.14Outstanding
                at June 30, 2006
            
            
            1,407,150
            
            
            6.54Granted
            
            
            183,500
            
            
            12.65Forfeited
            
            
            (6,000
            )
            
            10.14Outstanding
                at September 30, 2006
            
            
            1,584,650
            
            
            7.24
            
            
            9.4
            
            $
            8,572,957Exercisable
                at September 30, 2006
            
            
            496,277
            
            $
            4.24
            
            
            8.3
            
            $
            4,173,690Available
                for grant
            
            
            27,600




The
      weighted-average grant-date fair value of options granted during the three
      and
      nine months ended September 30, 2006 was $4.44 and $4.23, respectively. The
      weighted-average grant-date fair value of options granted during the three
      and
      nine months ended September 30, 2005 was $1.88 and $0.99, respectively. The
      total intrinsic value of options exercised during the three and nine months
      ended September 30, 2006 was $0 and $46,920, respectively. There were no options
      exercised during the three and nine months ended September 30, 2005. The total
      fair value of options vested during the three and nine months ended September
      30, 2006 was $1,259,782 and $2,896,464, respectively. The total fair value
      of
      options vested during the three and nine months ended September 30, 2005 was
      $989,450 and $2,385,075, respectively.





A
      summary
      of the status of nonvested shares as of September 30, 2006, and changes during
      the nine months ended September 30, 2006 is presented below:





Weighted
                AverageNonvested
                Shares:
            
            Shares
            
            Grant-Date
                Fair ValueBalance
                at December 31, 2005
            
            
            790,675
            
            $
            1.05Granted
            
            
            273,167
            
            
            4.26Forfeited
            
            
            (3,000
            )
            
            3.41Vested
            
            
            (81,775
            )
            
            0.74Balance
                at March 31, 2006
            
            
            979,067
            
            
            1.96Granted
            
            
            79,000
            
            
            3.67Vested
            
            
            (47,607
            )
            
            1.18Balance
                at June 30, 2006
            
            
            1,010,460
            
            
            1.94Granted
            
            
            183,500
            
            
            4.44Forfeited
            
            
            (6,000
            )
            
            3.67Vested
            
            
            (99,587
            )
            
            1.38Balance
                at September 30, 2006
            
            
            1,088,373
            
            $
            2.59




-9-
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          of Contents**




As
      of
      September 30, 2006, there was $1,688,912 of total unrecognized compensation
      cost
      related to nonvested stock options, which will be recognized during the
      remainder of fiscal 2006 through fiscal year 2011 in the amounts of $208,116,
      $624,599, $407,558, $290,522, $157,803, and $314, respectively.





*Common
      Stock* : As
      noted
      in the preceding stock option activity table, the number of shares outstanding
      of our common stock increased by 4,000 shares during the nine months ended
      September 30, 2006 (zero in the three months ended September 30, 2006), from
      9,468,020 to 9,472,020, due to the exercise of certain stock options by
      consultants.





**Note
      7. Capitalized Software**




The
      Company capitalizes internally developed software costs in accordance with
      SFAS
      No. 86, *Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise
      Marketed* .
      Capitalization of development costs of software products begins once the
      technological feasibility of the product is established. Capitalization ceases
      when such software is ready for general release, at which time amortization
      of
      the capitalized costs begins. The PokerProTM system achieved technological
      feasibility concurrently with the system’s general release at the Seminole
      Hardrock Casino. Accordingly, from August 22, 2003 (date of inception) to
      September 30, 2006, no internal software development costs have been
      capitalized.





**Note
      8. Legal Proceedings**





On
      August
      2, 2006, the Company was served with a complaint filed on July 25, 2006, in
      the
      United States District Court for the Eastern District of Pennsylvania, by
      Pokermatic, Incorporated, d/b/a Lightning Poker TM. The
      complaint alleges antitrust violations, unfair competition, civil conspiracy,
      trade slander, tortious interference, defamation, and seeks a declaration of
      non-infringement of our design patent. The complaint seeks treble damages,
      attorneys' fees, and declaratory and injunctive relief. The Company believes
      the
      lawsuit lacks any legal merit, and on August 17, 2006 we asked the United States
      District Court in Philadelphia, Pennsylvania to dismiss the case or transfer
      venue and to award our costs and attorneys’ fees. On September 27, 2006, the
      judge granted the Company’s request regarding improper venue and ordered the
      case  transferred
      to the United States District Court for the Western District of North
      Carolina.  The case
      is in the process of being transferred. The Pennsylvania District Court
      sent the original case record to the North Carolina District Court on October
      27, 2006, but the case has yet to be docketed by the North Carolina District
      Court.  The Company will file further responsive papers after
      receiving notice that the North Carolina District Court has received the
      case.





**Note
      9. Related Party Transactions**




On
      September 1, 2006, an entity owned and controlled by the Company’s Chief
      Executive Officer and President purchased the building in which the Company
      leases three of its four spaces. The terms of the Company’s existing leases were
      not modified upon this change in building ownership. On September 1, 2006,
      the
      Company leased one additional suite from the related party, at market rate,
      in
      order to manage the growth in our business. Rent expense recorded for the leased
      space for the three months ended September 30, 2006 was $36,900, of which
      $11,500 was paid to the related party.





**Note
      10. Subsequent Events**




On
      October 5, 2006, Gaming Laboratories International certified the PokerProTM
system and product line for GLI-13 On-line Monitoring and Control Systems (MCS)
      and Validation Systems, GLI-16 Cashless Systems in Casinos, GLI-24 Electronic
      Table Game System, and applicable sections of GLI-11 Gaming Devices in Casinos.
      This marks the first Electronic Poker Table certification to the newly released
      GLI-24, Electronic Table Game system by Gaming Laboratories International.
      In
      addition, PokerProTM is certified as fully compliant for on-line monitoring of
      real time events, accounting, reporting, security, and cashless gaming, marking
      PokerProTM as a complete turnkey solution for the poker industry.


-10-
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          of Contents**





On
      October 20, 2006, the Company announced that
      six
      new customers worldwide have signed contracts for installation of PokerProTM
tables.  Domestically,
      the Company will install PokerProTM in Michigan and Arkansas. Across the globe,
      Aristocrat Leisure Limited, the Company’s international distribution partner,
      will install PokerProTM in Australia, London (two customers) and Italy. Each of
      the six new  installations
      is for multiple PokerPro tables and is expected to be completed during the
      fourth quarter of 2006.





**Note
      11. Segment Information**




The
      Company has identified one business segment for reporting purposes:
      Manufacturing and Distributing PokerProTM Syste m **.**





**Item
      2.****Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations**




**Forward-Looking
      Statements**




*This
      Quarterly Report on Form 10-Q contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. Statements expressing
      expectations regarding our future (including pending gaming and patent
      approvals) and projections relating to products, sales, revenues and earnings
      are typical of such statements and are made under the Private Securities
      Litigation Reform Act of 1995. These forward-looking statements include, but
      are
      not limited to, statements about our plans, objectives, representations and
      contentions and are not historical facts and typically are identified by use
      of
      terms such as "may," "will," "should," "could," "expect," "plan," "anticipate,"
      "believe," "estimate," "predict," "potential," "continue" and similar words,
      although some forward-looking statements are expressed
      differently.*




*All
      forward-looking statements are subject to the risks and uncertainties inherent
      in predicting the future. You should be aware that although the forward-looking
      statements included herein represent management's current judgment and
      expectations, our actual results may differ materially from those projected,
      stated or implied in these forward-looking statements as a result of many
      factors, including, but not limited to, overall industry environment, customer
      acceptance of our products, delay in the introduction of new products, the
      further approvals of regulatory authorities, adverse court rulings, production
      and/or quality control problems, the denial, suspension or revocation of permits
      or licenses by governmental authorities, competitive pressures and general
      economic conditions, and our financial condition. These and other risks and
      uncertainties are described in more detail in our most recent annual report
      on
      Form 10-K filed with the Securities and Exchange Commission.* *Forward-looking
      statements speak only as of the date they are made. We undertake no obligation
      to update or revise such statements to reflect new circumstances or
      unanticipated events as they occur except as required by the federal securities
      laws, and you are urged to review and consider disclosures that we make in
      the
      reports that we file with the Securities and Exchange Commission that discuss
      other factors germane to our business.*


-11-
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          of Contents**




**Overview**





We
      were
      formed to develop and market the PokerProTM system, an electronic poker table
      that provides a fully-automated poker-room environment, to tribal casinos,
      commercial casinos, cruise ships and card clubs. The PokerProTM system is
      designed to increase casino revenue and security while helping to reduce the
      operating costs associated with poker rooms. The PokerPro TM system
      is also designed to improve players’ gaming experience by eliminating dealer and
      player mistakes, eliminating the need for dealer tipping and providing players
      with automated game information not available at poker tables operated by human
      dealers, such as chip stack calculation, pot calculation and the ability to
      view
      previous hands played.





**Executive
      Summary - Significant events for the quarter ended September 30,
      2006**





·
            In
                July 2006, we announced the signing of a three-year contract to provide
                our PokerProTM tables to Carnival Corporation & plc cruise ships, and
                have begun negotiation of longer-term agreements with two other major
                cruise lines.


·
            In
                July 2006, we signed a contract with Osage National Million Dollar
                Elm
                Casino, located in Tulsa, Oklahoma, to install two to five PokerProTM
                tables.


·
            In
                September 2006, we received regulatory product approval from the
                Michigan
                Gaming Control Board to distribute the PokerProTM system in the state of
                Michigan.
                PokerProTM is the first automated poker table to receive approval in
                Michigan.


·
            In
                late September 2006, we shipped six tables to the Hollywood Park
                Casino in
                Los Angeles, California, which were launched in early October 2006
                at
                Hollywood Park’s custom-built poker room for the PokerProTM
                tables.





**Results
      of Operations for the Three Months Ended September 30, 2006 Compared to the
      Three Months Ended September 30, 2005**





*Revenues.* Revenues
      increased from $47,360 during the three months ended September 30, 2005 to
      $239,442 for the three months ended September 30, 2006. This increase was due
      to
      our receipt of licensing fees from tribal casinos and cruise lines relating
      to
      the PokerPro TM systems
      and equipment sales of the PokerProTM
      system to
      Aristocrat International Pty. Limited and its affiliates, our international
      distributors, for their use in demonstrations to licensing bodies and potential
      customers.





*Selling,
      General and Administrative Expenses.* Selling,
      general and administrative expenses (“SG&A”) increased from $383,769 during
      the three months ended September 30, 2005 to $1,596,041 for the three months
      ended September 30, 2006. This increase was primarily the result of an increase
      of $492,334 related to the addition of personnel and infrastructure to support
      our growth strategy; an increase of $103,136 of non-cash stock option expense
      calculated using the Black-Scholes option pricing model; an increase of $207,331
      of legal and professional fees related to being a public company; an increase
      of
      $66,183 related to insurance; an increase of $107,873 related to advertising
      and
      marketing the PokerProTM system; and an increase of $134,926 related to travel
      and entertainment.





*Research
      and Development Expenses.* Research
      and development expenses (“R&D”) increased from $532,166 for the three
      months ended September 30, 2005 to $872,241 for the three months ended September
      30, 2006. The increase was the result of a significant increase in research
      and
      development activity related to the PokerProTM system, including an increase of
      $135,972 related to the addition of personnel and infrastructure to support
      our
      growth strategy and an increase of $125,843 of non-cash stock option expense
      calculated using the Black-Scholes option pricing model.





*Depreciation* .
      Depreciation increased from $13,813 for the three months ended September 30,
      2005 to $182,019 for the three months ended September 30, 2006. The depreciation
      primarily relates to the PokerProTM systems put in place during the last six
      months of fiscal year 2005 and the first nine months of fiscal year
      2006.


-12-
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          of Contents**





*Interest
      Income* .
      Interest income increased from $15,504 for the three months ended September
      30,
      2005 to $192,647 for the three months ended September 30, 2006. The interest
      income relates to the interest earned from our cash and cash equivalents, which
      had a larger balance due to our initial public offering during the fourth
      quarter of fiscal year 2005.





**Results
      of Operations for the Nine Months Ended September 30, 2006 Compared to the
      Nine
      Months Ended September 30, 2005**





*Revenues.* Revenues
      increased from $47,360 during the nine months ended September 30, 2005 to
      $1,026,222 for the nine months ended September 30, 2006. This increase was
      due
      to our receipt of licensing fees from tribal casinos and cruise lines relating
      to the PokerPro TM systems
      and equipment sales of the PokerProTM
      system to
      Aristocrat International Pty. Limited and its affiliates, our international
      distributors, for their use in demonstrations to licensing bodies and potential
      customers.





*Selling,
      General and Administrative Expenses.* Selling,
      general and administrative expenses (“SG&A”) increased from $998,403 during
      the nine months ended September 30, 2005 to $4,106,433 for the nine months
      ended
      September 30, 2006. This increase was primarily the result of an increase of
      $1,210,895 related to the addition of personnel and infrastructure to support
      our growth strategy; an increase of $279,693 of non-cash stock option expense
      calculated using the Black-Scholes option pricing model; an increase of $534,827
      of legal and professional fees related to being a public company; an increase
      of
      $204,300 related to insurance; an increase of $231,946 related to advertising
      and marketing the PokerProTM system; and an increase of $293,358 related to
      travel and entertainment.





*Research
      and Development Expenses.* Research
      and development expenses (“R&D”) increased from $1,509,083 for the nine
      months ended September 30, 2005 to $2,823,662 for the nine months ended
      September 30, 2006. The increase was the result of a significant increase in
      research and development activity related to the PokerProTM system, including an
      increase of $818,567 related to the addition of personnel and infrastructure
      to
      support our growth strategy and an increase of $307,317 of non-cash stock option
      expense calculated using the Black-Scholes option pricing model.





*Depreciation* .
      Depreciation increased from $20,440 for the nine months ended September 30,
      2005
      to $449,949 for the nine months ended September 30, 2006. The depreciation
      primarily relates to the PokerProTM systems put in place during the last six
      months of fiscal year 2005 and the first nine months of fiscal year
      2006.





*Interest
      Income* .
      Interest income increased from $33,143 for the nine months ended September
      30,
      2005 to $595,191 for the nine months ended September 30, 2006. The interest
      income relates to the interest earned from our cash and cash equivalents, which
      had a larger balance due to our initial public offering during the fourth
      quarter of fiscal year 2005.





**Liquidity
      and Capital Resources**





Since
      our
      inception, we have funded our startup costs, operating costs and capital
      expenditures through loans from our principals and from issuances of our common
      stock. As of October 12, 2005, we repaid all such loans.





For
      the
      nine months ended September 30, 2006, we incurred a net loss of $6,139,085
      and
      used $6,153,296 of cash in operating activities. At September 30, 2006, we
      had
      an accumulated deficit of $10,830,441. The generation of cash flow sufficient
      to
      meet our cash needs depends on the continued development of the PokerProTM
system, obtaining the regulatory approvals required to license it to additional
      markets, and the successful marketing of the PokerProTM system to tribal casinos,
      card clubs, cruise lines and commercial casinos.


-13-
 **Table
          of Contents**





We
      anticipate our cash requirements to be approximately $700,000 to $900,000 per
      month as a result of our expected growth and the need to manufacture PokerProTM
systems to meet anticipated demand.





Based
      on
      our cash flow projections, we expect that the proceeds from our initial public
      offering in October 2005 and anticipated revenues from the license fees and
      sales of PokerPro TM systems
      will be sufficient to support our operations into the foreseeable future. If
      fees generated by PokerProTM systems do not meet our projections or our expenses
      exceed our expectations, then we may attempt to raise additional funds through
      additional public or private offerings of our securities or through
      establishment of a credit facility.





**Contractual
      Obligations**





Contractual
      obligations associated with our ongoing business and financing activities will
      result in cash payments in future periods. A table summarizing the amounts
      and
      estimated timing of these future cash payments was provided in our Annual Report
      on Form 10-K for the year ended December 31, 2005. During the first nine months
      of fiscal 2006, there were no material changes outside the ordinary course
      of
      business in our contractual obligations or the estimated timing of the future
      cash payments.





**Critical
      Accounting Policies**





We
      follow
      accounting principles generally accepted in the United States in preparing
      our
      financial statements, which require us to make certain estimates and apply
      judgments that affect our financial position and results of operations. We
      continually review our accounting policies and financial information
      disclosures. A summary of our significant accounting policies that require
      the
      use of estimates and judgments in preparing the financial statements was
      provided in our Annual Report on Form 10-K for the year ended December 31,
      2005.
      During the first nine months of fiscal 2006, there were no material changes
      to
      the accounting policies and assumptions previously disclosed.





**Recent
      Accounting Pronouncements**





In
      March 2006, the FASB issued SFAS 156, *“Accounting
      for Servicing of Financial Assets,”* which
      amends FASB Statement No. 140, *“Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”.* SFAS
      156
      is effective in fiscal years beginning after September 15, 2006. We are
      currently assessing the impact, if any, of the adoption of SFAS 156 on our
      fiscal year 2007 financial statements.





In
      July
      2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), *“Accounting
      for Uncertainty in Income Taxes—an interpretation of FASB Statement
      No. 109”.* FIN
      48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise’s financial statements in accordance with SFAS No. 109, *Accounting
      for Income Taxes.* FIN 48
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. FIN 48 also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. FIN 48 is effective for fiscal years beginning after
      December 15, 2006, and applies to all tax positions accounted for in
      accordance with SFAS No. 109. We are currently evaluating the impact that
      the adoption of FIN 48 will have on the fiscal year 2007 financial
      statements.


-14-
 **Table
          of Contents**





In
      September 2006, the FASB issued SFAS 157, “ *Fair
      Value Measurements* ” .
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value,
      and expands disclosure requirements regarding fair value measurement. Where
      applicable, SFAS 157 simplifies and codifies guidance previously issued within
      GAAP related to fair value. Although SFAS 157 does not require any new fair
      value measurements, its application may, in certain instances, change current
      practice. SFAS 157 is effective for fiscal years beginning after November 15,
      2007. We are currently reviewing SFAS 157 to determine its impact on our
      financial statements upon adoption.





In
      September 2006, the staff of the SEC issued Staff Accounting Bulletin
      (“SAB”) No. 108, which provides interpretive guidance regarding the process
      of quantifying financial statement misstatements. SAB No. 108 is
      effective for fiscal years ending after November 15, 2006. We do not expect
      the adoption of SAB No. 108 to have a material impact on our financial position,
      results of operations or cash flows.





**Related
      Party Transactions**




On
      September 1, 2006, an entity owned and controlled by our Chief Executive Officer
      and President purchased the building in which the Company leases three of our
      four suites. The terms of our existing leases were not modified upon this change
      in building ownership. On September 1, 2006, we leased one additional suite
      from
      the related party, at market rate, in order to manage the growth in our
      business. Rent expense recorded for the leased space for the three months ended
      September 30, 2006 was $36,900, of which $11,500 was paid to the related
      party.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.





**Recent
      Events**





On
      October 5, 2006 Gaming Laboratories International certified the PokerProTM system
      and product line for GLI-13 On-line Monitoring and Control Systems (MCS) and
      Validation Systems, GLI-16 Cashless Systems in Casinos, GLI-24 Electronic Table
      Game System, and applicable sections of GLI-11 Gaming Devices in Casinos. This
      marks the first Electronic Poker Table certification to the newly released
      GLI-24, Electronic Table Game system by Gaming Laboratories International.
      In
      addition, PokerProTM is certified as fully compliant for on-line monitoring of
      real time events, accounting, reporting, security, and cashless gaming, marking
      PokerProTM as a complete turnkey solution for the poker industry.





On
      October 20, 2006, we announced that
      six
      new customers worldwide have signed contracts for installation of PokerProTM
tables.  Domestically,
      we will install PokerProTM in Michigan and Arkansas. Across the globe, Aristocrat
      Leisure Limited, the Company’s international distribution partner, will install
      PokerProTM in Australia, London (two customers) and Italy. Each of the six
      new  installations
      is for multiple PokerPro tables and is expected to be completed during the
      fourth quarter of 2006.





On
      November 7, 2006 we announced the release of PokerProTM Heads-Up, the industry’s
      first two-seated heads-up style electronic poker table. Never before has an
      automated heads-up table been available for play in a casino. PokerPro Heads-Up
      uses only 20% of the floor space of a traditional table. This compact design
      allows operators to position the poker table in the poker room and throughout
      the casino floor.


-15-
 **Table
            of Contents**




**Item
      3.****Quantitative
      and Qualitative Disclosures about Market Risk.**





Our
      interest rate risk has not changed materially from the disclosure in Item 7A
      of
      our Annual Report on Form 10-K for the fiscal year ended December 31,
      2005.





**Item
      4.****Controls
      and Procedures.**




*Evaluation
      of disclosure controls and procedures*




As
      of
      September 30, 2006, our management, with the participation of our Chief
      Executive Officer and Chief Financial Officer, evaluated the effectiveness
      of
      our disclosure controls and procedures in accordance with Rule 13a−15 under the
      Exchange Act. Based on their evaluation, our Chief Executive Officer and Chief
      Financial Officer concluded that our disclosure controls and procedures were
      effective, in all material respects, to enable us to record, process, summarize
      and report in a timely manner the information that we are required to disclose
      in our Exchange Act reports, and that such information is accumulated and
      communicated to our management, including our Chief Executive Officer and Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosure.




We
      are
      not currently required to comply with Section 404 (Management’s Annual Report on
      Internal Control Over Financial Reporting) of the Sarbanes-Oxley Act of 2002
      because we are not an “accelerated filer,” as defined by Rule 12b-2 under the
      Exchange Act. We are continuously enhancing and implementing internal control
      over financial reporting processes and procedures for our financial reporting
      so
      that our management can report on these processes and procedures when required
      to do so.




*Changes
      in internal control over financial reporting*




As
      a part
      of our normal operations, we regularly update and enhance our internal control
      over financial reporting processes and procedures as necessary to accommodate
      any modifications to our business processes or accounting procedures. There
      have
      not been any changes to our internal control over financial reporting processes
      and procedures that occurred during the fiscal quarter ended September 30,
      2006
      that materially affected, or are reasonably likely to materially affect, our
      internal control over financial reporting.




**PART
      II - OTHER INFORMATION**





**Item
                1.**
            **Legal
                Proceedings.**





On
      August
      2, 2006, we were served with a complaint filed on July 25, 2006, in the United
      States District Court for the Eastern District of Pennsylvania, by Pokermatic,
      Incorporated, d/b/a Lightning Poker TM. The
      complaint alleges antitrust violations, unfair competition, civil conspiracy,
      trade slander, tortious interference, defamation, and seeks a declaration of
      non-infringement of our design patent. The complaint seeks treble damages,
      attorneys' fees, and declaratory and injunctive relief. We believe the lawsuit
      lacks any legal merit, and on August 17, 2006 we asked the United States
      District Court in Philadelphia, Pennsylvania to dismiss the case or transfer
      venue and to award our costs and attorneys’ fees. On September 27, 2006 the
      judge granted our request regarding improper venue and ordered the case
      transferred to the United States District Court for the Western District of
      North Carolina. The case is in the process of being transferred.
      The Pennsylvania District Court sent the original case record to the North
      Carolina District Court on October 27, 2006, but the case has yet to be docketed
      by the North Carolina District Court.  The Company will file further
      responsive papers after receiving notice that the North Carolina District Court
      has received the case.  -16-
 **Table
            of Contents**


**Item
                2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds.**





*Unregistered
      Sales of Equity Securities*





None *.*





*Use
      of Proceeds*





The
      SEC
      declared our registration statement filed on Form S−1 under the Securities Act
      (File No. 333−127181) effective on October 13, 2005, in connection with the
      initial public offering of our common stock, no par value per share.





During
      the quarter ended September 30, 2006, we spent approximately $644,000 on capital
      expenditures (approximately $2,422,000 since the IPO), which consisted almost
      entirely of the purchase of components for the PokerProTM system and related
      tables, and approximately $2,780,000 on working capital (approximately
      $7,533,000 since the IPO). Other than as set forth herein, we have not spent
      any
      of the remaining net proceeds from the initial public offering. All such
      payments described herein were direct payments to others.


-17-
 **Table
            of Contents**




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




Exhibit
                  No.
              
              Description31.1
              
              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.32.1
              
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.


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            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:
      November 13, 2006


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)


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          of Contents**




**EXHIBIT
      INDEX**





Exhibit
                No.
            
            Description31.1
            
            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.32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





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


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