SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Paul-Son Gaming Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
703578104
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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The information required in 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 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).
CUSIP No. 703578104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Magnet Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
481,246
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
481,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,246
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33%
12. TYPE OF REPORTING PERSON*
PN
CUSIP No. 703578104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Magnet Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
481,246
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
481,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,246
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33%
12. TYPE OF REPORTING PERSON*
00
CUSIP No. 703578104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jordan Kimmel
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
674,546
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
674,546
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,546
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.88%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 703578104
---------------------
Item 1(a). Name of Issuer:
Paul-Son Gaming Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1700 Industrial Road
Las Vegas, NV 89102
Item 2(a). Name of Person Filing:
Magnet Fund, L.P.
Magnet Management, L.L.C.
Jordan Kimmel
Item 2(b). Address of Principal Business Office, or if None, Residence:
1201 Sussex Turnpike
Suite 202
Randolph, NJ 07869
Item 2(c). Citizenship:
Magnet Fund, L.P. - Delaware
Magnet Management, L.L.C. - Delaware
Jordan Kimmel - United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
703578104
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Magnet Fund, L.P. - 481,246
Magnet Management, L.L.C. - 481,246
Jordan Kimmel - 674,546
(b) Percent of class:
Magnet Fund, L.P. - 6.33%
Magnet Management, L.L.C. - 6.33%
Jordan Kimmel - 8.88%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Magnet Fund, L.P. - 0 shares
Magnet Management, L.L.C. - 0 shares
Jordan Kimmel - 0 shares
(ii) Shared power to vote or to direct the vote
Magnet Fund, L.P. - 481,246 shares
Magnet Management, L.L.C. - 481,246 shares
Jordan Kimmel - 674,546 shares
(iii) Sole power to dispose or to direct the disposition of
Magnet Fund, L.P. - 0 shares
Magnet Management, L.L.C. - 0 shares
Jordan Kimmel - 0 shares
(iv) Shared power to dispose or to direct the disposition of
Magnet Fund, L.P. - 481,246
Magnet Management, L.L.C. - 481,246 shares
Jordan Kimmel - 674,546 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
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.
February 13, 2004
(Date)
MAGNET FUND, L.P.**
By: Magnet Management, L.L.C.
General Partner
By: /s/ Jordan Kimmel
---------------------------
Jordan Kimmel
Managing Member
MAGNET MANAGEMENT, L.L.C.**
By: /s/ Jordan Kimmel
--------------------------
Jordan Kimmel
Managing Member
By: /s/ Jordan Kimmel**
--------------------------
Jordan Kimmel
** The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 13, 2004
relating to the Common Stock of Paul-Son Gaming Inc. shall be filed on behalf of
the undersigned.
MAGNET FUND, L.P.
By: Magnet Management, L.L.C.
General Partner
By: /s/ Jordan Kimmel
--------------------------
Jordan Kimmel
Managing Member
MAGNET MANAGEMENT, L.L.C.
By: /s/ Jordan Kimmel
--------------------------
Jordan Kimmel
Managing Member
By: /s/ Jordan Kimmel
-------------------------
Jordan Kimmel
01796.0001 #463494