SecProbe.io

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

 Mail Stop 3561          October 26, 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.
Supplemental response letter dated October 12, 2009 regarding the
Form 10-K for the year ended December 31, 2008  File No. 0-53045

Dear Mr. Geraci:
  We have reviewed your supplemental re sponse letter to us dated October 12, 2009
in response to our letter of  comment dated September 22, 2009 and have the following
comments.  We think you should revise your  document by filing am endments to the
December 31, 2008 Annual Report on Form 10-K and the March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q in response to these comments.   If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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 five busine ss days.  The amendments should be filed as
soon as practicable.

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
October 26, 2009 Page 2

Form 10-K (Fiscal Year Ended December 31, 2008)
 General

 1. Notwithstanding the following comments shown below that request future filing
disclosure and supplemental information, we note from your response letter to us
dated October 12, 2009 that you propose future  filing disclosure with respect to
our prior comment numbers 6, 7, 12, and 14, and that you will amend the
December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Forms 10-Q w ith respect to our prior comments 10
and 11.  Please note that we have no additional comments with respect to your response to our prior co mments 1 through 4, 9 and 13.
 Management’s Discussion and Analysis

 Results of Operations, page 13

 2. We have reviewed your response to our prior comment 5.  We suggest you
expand the narrative disclosure to also reconcile with the amounts shown in the
table on page 13 for the line items “Consulting Expenses” and “Executive Management Compensation” as your curre nt discussion of these costs do not
appear to be solely included within these two line items but, as the last sentence of
your response indicates, spread among other line items within the table.  In this
regard, you may, for example, include th e next to the last sentence of your
response as it relates to the components of the tabular line item “Executive
Management Compensation.”  Also, given that the tabular line item “Consulting
Expenses” shows amounts substantially lower than the amounts shown in the
narrative discussion, we believe it would us eful to the reader to reconcile or
account for this difference in each period presented.  Please revise in future filings.

* * * * *
  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;

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
October 26, 2009
Page 3

‚ 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