SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ss. 240.13d-1(a) and
AMENDMENTS THERETO FILED PURSUANT TO ss. 240.13d-2(a)
(Amendment No. 2)*
POKER MAGIC, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
73086A 10 1
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(CUSIP Number)
Joseph A. Geraci, II
80 South 8th Street, Suite 900
Minneapolis, MN 55402
Phone: 612-349-5295
With a copy to:
Paul D. Chestovich, Esq.
Maslon Edelman Borman & Brand, LLP
90 South 7th Street, Suite 3300
Minneapolis, MN 55402
Phone: (612) 672-8200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.
240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 5 Pages)
CUSIP NO. 73086A 10 1 13D PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS
Joseph A. Geraci II
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO - Stock Grant
WC - with respect to shares held by Lantern Advisers LLC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
2,126,000 (see Item 5 (a) and (b)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 5,000
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,126,000 (see Item 5 (a) and (b)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 5,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, of Poker Magic, a Minnesota
corporation (the "Issuer"). The address of Issuer's principal executive offices
is 130 Lake Street West, Suite 300, Wayzata, MN 55391.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Joseph A. Geraci, II. Mr. Geraci
was a co-founder of the Issuer and is currently Chief Financial Officer and a
director of the Issuer. His business address is 80 South 8th Street, Suite 900,
Minneapolis, MN 55402.
During the last five years, Mr. Geraci has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Geraci has not been a party to a civil
proceeding of any judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Mr. Geraci is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person has not formulated any definitive plans. However,
he may from time to time acquire, or dispose of, common stock and/or other
securities of the Company if and when he deems it appropriate. The Reporting
Person may formulate other purposes, plans or proposals relating to any of such
securities of the Company to the extent deemed advisable in light of market
conditions, investment policies and other factors. Except as indicated in this
Statement, the Reporting Person has no current plans or proposals which would
relate to or would result in any of the matters described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
a.- b. The Reporting Person may be deemed to beneficially own 2,131,000
shares of the Issuer's common stock, 2,126,000 of these shares are held directly
and Mr. Geraci has sole voting and dispositive power over these shares. Also
includes 5,000 shares held by Lantern Advisers, LLC, a Minnesota limited
liability company, of which Mr. Geraci is a member. Mr. Geraci shares voting and
dispositive power with respect to these shares.
The number of shares reported in Item 11 (on page 2), and indicated
above, excludes 190,000 shares held by Mr. Geraci's spouse (see Exhibit A
attached hereto).
Based upon information provided by the Issuer, as of December 31, 2010,
there were 11,008,224 shares of common stock were issued and outstanding. Based
on such report Mr. Geraci owns 19.4% of the outstanding common shares of the
Issuer.
c. TRANSACTIONS WITHIN THE LAST 60 DAYS
The Reporting Person received 200,000 shares as compensation
on 12/31/10.
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 - Excluded Shares
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2010
/s/ Joseph A. Geraci II
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Joseph A. Geraci II