UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q/A


(AMENDMENT
NO. 1)





þQUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended March 31, 2009





OR





o     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 þ  No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o  No o





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 o
            Accelerated
      filer o


Non-accelerated
      filer o
            Smaller
      reporting company þ





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





As of May
7, 2009 there were 8,900,274 shares of the issuer’s common stock, $0.001 par
value, outstanding.





Table of
Contents








PagePART
      II – OTHER INFORMATIONItem
      6.
            Exhibits
            1SIGNATURES
            1EXHIBIT
      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 March 31,
2009, filed with the SEC on May 15, 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.
            
            Description31.1
            
            Certification
      of Chief Executive Officer31.2
            
            Certification
      of Chief Financial Officer32
            
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002








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
  PolinskyDouglas
      PolinskyChief
      Executive OfficerDated:  October
      30, 2009/s/ Joseph A. Geraci,
    IIJoseph
      A. Geraci, IIChief
      Financial OfficerDated:  October
      30, 2009




1


INDEX
TO EXHIBITS FILED WITH THIS REPORT





Exhibit No.
            
            Description31.1
            
            Certification
      of Chief Executive Officer31.2
            
            Certification
      of Chief Financial Officer32
            
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002


2