SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          September 22, 2009  Mr. Joseph A. Geraci, II   Chief Financial Officer POKER MAGIC, INC. 130 West Lake Street, Suite 300 Wayzata, Minnesota  55391

 Re: Poker Magic, Inc.   Form 10-K for the year ended December 31, 2008
Filed March 27, 2009
  File No. 0-53045
Dear Mr. Geraci:

We have reviewed your filing and have the following comments.  We think you
should revise your documents in response to these comments by filing an amendment to your December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q.  If  you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) bus iness days.  The amendments should be filed
as soon as practicable.

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009 Page 2

Form 10-K (Fiscal Year Ended December 31, 2008)
 Report of Independent Registered Public Accounting Firm, page 18

 1. We note your independent accountants, Virchow, Krause & Company, LLP,
(“Virchow”) do not appear to be register ed with the Public Company Accounting
Oversight Board (“PCAOB”) nor does it appear Virchow has applied for
registration with the PCAOB.  Section 102 of the Sarbanes-Oxley Act of 2002
makes it unlawful after October 22, 2003 for any person that is not a registered
public accounting firm (i.e. registered with the PCAOB) to prepare or issue, or to participate in the preparation or issuan ce of, any audit report (or review report)
with respect to any issuer.  You must engage a new accountant that is a publicly
registered accounting firm to perform re view or audit work for the company.
 2. To the extent Virchow is registered with the PCAOB (or registered under a
different name), please advise and have them provide us with supporting documentation as to their registration with  the PCAOB.  To the extent Virchow is
not registered with the PCAOB or were not registered at th e time you filed your
December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q, such financial statements are not acceptable in filings with us and are consid ered to be materially deficient.  The
financial statements in these filings will n eed to be re-audited (with respect to the
Form 10-K) and re-reviewed (with re spect to the Forms 10-Q) by a PCAOB-
registered independent public accounting firm and re-fil ed in amendments to the
December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q.  Please advise and file the requested
amendments as soon as practicable.  We may have further comment after review
of your response.
 3. Please file an Item 4.01 Form 8-K after you have engaged new accountants that are registered with the PCAOB.  Provide all of the disclosure s required by Item
304(a)(1) of Regulation S-K regarding th e period of engagement of Virchow,
Krause & Company, LLP which should in clude an Exhibit 16 letter from
Virchow, Krause & Company, LLP.
 4. Also, if and when you engage new account ants, please report the engagement in
an Item 4.01 Form 8-K and comply with th e requirements of Regulation S-K Item
304(a)(2).  In making any disclosure s about consultations with your new
accountants, please ensure you disclose any consultations up th rough the date of
engagement.
 Management’s Discussion and Analysis, page 13

Results of Operations, page 13

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009 Page 3

5. See the paragraph discussion that begins with “Shares issued to our executive
management personnel…”  For the aggreg ated amounts listed in the first and
second sentences for the years ended D ecember 31, 2008 and 2007, please tell us
how each of these amounts reconcile with the individual line item amounts for the
line items “Consulting Expenses” and “E xecutive Management Compensation”
shown in the table on page 13.  For the am ounts listed in the third sentence, please
disclose and also tell us where the expe nse is reflected in the table on page 13.
 Going Concern, page 16

 6. Please revise the third sentence to clarify that your independent registered public
accountants, because of the factors disc losed, among others, have issued a going
concern opinion that raises substantial doubt about your ability to continue as a
going concern.
 Critical Accounting Policies and Estimates, page 17

 7. Please expand the disclosure under this h eading to further identify and describe
those policies, included within your signi ficant accounting policies at Note 1 to
the audited financial statements, that are critical accounting policies according to
your definition in the second paragraph under this heading where you indicate
those are “policies that re present the more significan t judgments and estimates
used in the preparation of the Company’s financial statements…”  The MD&A should disclose those accounting policies th at are critical policies where estimates
and judgments are used that could have material impact.  For example, but not
limited to, your more critical accounting policies and estimates could be revenue
recognition, impairment of intangible and long-lived assets, and income taxes.
 Financial Statements

 Note 4. Shareholders’ Equity, page 29

 8. Refer to the May 28, 2008 transa ction of the warrant issuance.  Disclose the value
assigned to the warrants and how you determin ed the value.  If the warrants were
determined to have minimal or no value, please so state; otherwise it is unclear why the value of the warrant has not been reflected in the financial statements.  Please advise or revise.

Controls and Procedures

Report of Management on Internal Cont rol over Financial Reporting, page 32
 9. Refer to the paragraph that begins “Based  on this assessment…”  Please revise the
second sentence with respect to the use of the accounting firm, Virchow, Krause
& Company, LLP, as such firm does not appe ar to be registered with the PCAOB,

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009 Page 4

as noted in our comments above.  In this regard, upon the engagement of new
registered independent pub lic accountants, you may choos e to revise to state:
“This annual report does not include an attestation report of the company’s
registered public accounting firm re garding internal control over financial
reporting.  Management’s report was not s ubject to attestation by the company’s
registered public accounting firm pursuant  to temporary rules of the Securities
and Exchange Commission that permit the company to provide only
management’s report in this annual report.”   See Item 308T(a)(4) of Regulation
S-K.

Executive and Director Compensation, page 34
 10. See note 2 to the table on page 34 regardi ng the stock awards received in fiscal
year 2007.  Please clarify whether each  officer received 250,000 common shares
(for an aggregate of 500,000 common shares  valued at $48,000), as shown in the
statements of shareholders’ equity and No te 4 to the audited financial statements
pertaining to this January 2007 transacti on.  Your current disclosure indicates
each officer received 125,000 valued at $24,000 (for an aggregate of 250,000 common shares valued at $48,000).  Please revise or advise.
 Exhibit 31.1 and Exhibit 31.2 Certifications

 11. See paragraph number four where it appears certain disclosure has been
inadvertently omitted.  Please revise this paragraph to disclose “The registrant’s other certifying officer(s) and I are res ponsible…(as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over  financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)  for the registrant and
have:”  This comment is also applic able to your March 31, 2009 and June 30,
2009 Quarterly Reports on Form 10-Q.
 Forms 10-Q (Quarters Ended March 31, 2009 and June 30, 2009)

Note 1. Summary of Significant Accounting Policies, page 4

Interim financial information

12. Please expand this paragraph to disclose that the interim financial statements “include all adjustments that, in the op inion of management, are necessary in
order to make the financial statements not  misleading.”  See Instruction 2 to Rule
8-03 of Regulation S-X.
13. Refer to Note 4 to the financial statements included in the June 30, 2009 Form 10-Q.  Please tell us more about the redemp tion of common stock that occurred in
February 2009.  Specifically te ll us whether the sharehol der was a related party or
affiliate and whether that individual pa id $0.25 per share for the purchase of the

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009
Page 5

stock.  In addition, please explain why you el ected to redeem these shares for cash
given your current liquidity situation.  If you were required to redeem the shares,
tell us why and whether other shar es may be subject to redemption.
 14. Refer to Note 6 to the financial statements included in the June 30, 2009 Form 10-
Q.  Please disclose the related party natu re of the loan from Lantern Advisers,
LLC.  We note this entity is ow ned equally by your two officers.

* * * * *

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Beverly A. Singleton, Staff Accountant, at  (202) 551-3328 or
Margery E. Reich, Senior St aff Accountant, at (202) 551-3347 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3211 with any other questions.          S i n c e r e l y ,
   David R. Humphrey Branch Chief