SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                     _______________________

                          FORM 10-KSB/A
                         Amendment No. 2

             ANNUAL REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended: December 31, 2005

                Commission File Number: 000-22057
                     _______________________

                   M POWER ENTERTAINMENT, INC.
                (FKA GK INTELLIGENT SYSTEMS, INC.)
          ----------------------------------------------
          (Name of Small Business Issuer in Its charter)

               Delaware                              76-0513297
      -----------------------------                -----------------
     (State or Other Jurisdiction of               (I.R.S. Employer
     Incorporation or Organization)                Identification No.)


             2602 Yorktown Place, Houston Texas 77056
      ------------------------------------------------------
       (Address of Principal Executive Offices) (Zip Code)

       432 Park Avenue South, 2nd Floor, New York, NY 10016
    --------------------------------------------------------
         (Former Address of Principal Executive Offices)

                          (212)731-2310
         ------------------------------------------------
         (Issuer's Telephone Number, including Area Code)

  Securities registered under Section 12(b) of the Exchange Act:

                               None
                             -------

  Securities registered under Section 12(g) of the Exchange Act:

                  Common Stock, $0.001 Par Value
                 -------------------------------
                         (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [x]    No [ ]


<PAGE>


Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

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

The Issuer's revenues for the most recent fiscal year ended December 31, 2005
were $ 0.00. The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant on March 27, 2006 based upon
the average bid and ask price of the common stock on the OTC Bulletin Board
for such date, was $711,927. The number of shares of the Registrant's common
stock issued and outstanding on March 27, 2006, was 56,244,688.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>


                        TABLE OF CONTENTS

ITEMS                                                                    PAGE
-----                                                                    ----

                              PART I

Item 1.    Description of Business........................................  4
Item 2.    Description of Property ....................................... 15
Item 3.    Legal Proceedings.............................................. 15
Item 4.    Submission of Matters to a Vote of Security Holders............ 16

                             PART II

Item 5.    Market for Common Equity, Related Stockholder Matters
           and Small Business Repurchases of Equity Securities ........... 16
Item 6.    Management's Discussion and Analysis or Plan of Operation...... 18
Item 7.    Financial Statements .......................................... 20
Item 8.    Changes In and Disagreements With Accountants on
           Accounting and Financial Disclosure............................ 34
Item 8A.   Controls and Procedures........................................ 34
Item 8B.   Other Information.............................................. 35

                             PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(a) of the Exchange Act...............35
Item 10.   Executive Compensation ........................................ 36
Item 11.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters..................... 40
Item 12.   Certain Relationships and Related Transactions................. 42
Item 13.   Exhibits....................................................... 42
Item 14.   Principal Accountant Fees and Services......................... 47

                                3

<PAGE>





                              PART I

Item 1.    Description of Business. Recent Events

We have filed with the State of Delaware an amendment to our Certificate of
Incorporation changing our corporate name from GK Intelligent Systems, Inc. to
M Power Entertainment Inc., effective May 18, 2005. This amendment was
ratified on May 10, 2005 by the unanimous written consent of both our Board of
Directors and stockholders holding a majority of our outstanding shares of
common stock (based on shareholdings on February 21, 2005).

Also on May 10, 2005, our Board of Directors ratified by unanimous written
consent a proposal to effect a reverse stock split of our authorized and
issued shares of common stock on a one share for two hundred share basis
(1:200). The reverse stock split was also approved by the written consent of
stockholders holding a majority of our outstanding shares of common stock on
February 21, 2005. In lieu of issuing fractional shares, we paid $0.25
for any fraction of a share resulting from the reverse stock split. The split
became effective at the opening of business on May 18, 2005. Following the
reverse stock split, our total outstanding shares of common stock was reduced
to 1,374,759 shares. Also effective on May 18, 2005, our trading symbol on the
Over the Counter Bulletin Board was changed from "GKIG" to "MPWE."

In November 2005, in contemplation of the potential acquisition of all the
issued and outstanding common stock of Tropical Printing, LLC, a Florida
corporation, we issued 9,999,999 shares of our common stock valued at $450,000
to the shareholders of Tropical Printing, LLC. Tropical Printing, LLC is a
full-service commercial printing operation located in Sarasota, Florida. Since
certain closing conditions were not satisfied, mainly the availability of
Tropical Printing, LLC's books and records, the transaction never closed and
the shares issued were cancelled.

HJ & Associates, LLC, Certified Public Accountants ("HJ") resigned as our
independent accountants, effective May 23, 2005. The termination of our
relationship with HJ was unanimously accepted by our board on directors on May
23, 2005. Also on May 23, 2005, our board of directors unanimously approved a
resolution to engage Hansen Barnett & Maxwell, LLC, Certified Public
Accountants, to become our new independent accountants. On January 13, 2006,
our board of directors unanimously approved a resolution to replace Hansen
Barnett & Maxwell, LLC with Malone & Bailey PC, an independent accounting firm
located in Houston, Texas.

History

We were incorporated in Delaware on February 26, 1988 under the name
Technicraft Financial, Ltd. In October 1991, we changed our name to LBM-US,
Inc. In August 1994, we acquired GK Intelligent Systems, Inc. and adopted that
name.

During our initial years, our business was concentrated in advanced learning
technology and products.  However, we encountered difficulty securing the
capital necessary to sustain our growth and brand our product. We closed our
doors in June 1999 with approximately $4 million in outstanding debt. We then
became dormant and had no operations until 2002. In 2002, we focused on debt
elimination and corporate restructuring activities. These issues were
essentially resolved by the end of 2002.


                                4

<PAGE>

From 2003 to the end of 2005, we pursued a new business strategy that focused
on the entertainment marketplace. In 2003, we formed three wholly-owned
subsidiary companies, Smart One Learning Systems, Inc., Recording Artists
Worldwide, Inc. and The Baseball Club, Inc. These subsidiaries are currently
dormant. On May 18, 2005, we changed our name to M Power Entertainment, Inc.
This was done to reflect an anticipated business emphasis in the entertainment
marketplace.

A key part of our strategy during this time has been to acquire
revenue-generating private companies. We acquired two companies with this
objective in mind, a technical staffing company (Stellar Software Network) and
a software technology consulting company (Ascendant TSG, Inc.) and attempted
to acquire several others.  None of these entities are with us today for
various reasons, including our inability to leverage their assets and/or
revenues to obtain promised funding for their continued growth.

A second and overarching factor has been our acknowledgment that our company's
strength is our expertise in developing software technology and establishing
it in the marketplace. This has led us to restructure our business plan for
2006 with a goal of building on our strength to introduce what we believe
could be a new addition to Internet e-commerce. We are now focusing on
information/Entertainment web portal. We will continue to pursue our M&A
objective of finding private enterprises that can support our effort, but they
must meet the new criterion of supporting our technology effort.

Current Business Activities

M Power Entertainment plans to create a lifestyle information/entertainment
portal named "Doorways" designed to offer an enhanced form of interactivity
and support for today's visually-oriented web surfing community. "Doorways"
will also serve as a central forum for new media e-commerce
business-to-consumer product marketing, customer support and distribution. The
creation of "Doorways" will reflect our mission to help people live life to
the fullest by providing relevant, accessible help, guidance and support.

We are targeting "Doorways" to become a resource for anyone who is actively
engaged in pursuing a lifestyle - whether it's home improvement, gardening,
rebuilding old cars, or sports. "Doorways" will assist the general public in
solving daily problems. It also will assist the general public in buying those
things that are most important and relevant to its needs and interests.

"Doorways" could offer a wide range of businesses a unique opportunity to
present their products and services to a broader market. The "storefronts"
they establish on "Doorways" will be predicated on the concept that they are
bringing relevant expert assistance to consumers at their critical moment of
need. This will give our business clients a chance to build clientele and
strengthen their brand by engaging consumers through service and support. In
doing so, our sponsoring companies will have a new way to not only retain
current customers, but also reach potential new customers, close the sale, and
build a long-standing relationship.

We will use "Doorways" to sell and distribute entertainment content - a $1.9
trillion market according to PricewaterhouseCoopers LLP, as reported by
EchoOnLine in an article dated October 14, 2005. We intend to acquire
technical and entertainment production companies who can assist us with
"Doorways" development and will use it to create and sell entertainment
content.

                                5

<PAGE>



Background

In the first quarter of 2006, we elected to revise our previous business
model, which involved making acquisitions of privately-held entertainment
companies with the objective of linking them to a new form of Internet
product/ service distribution. We decided that the change was necessary
because we had experienced difficulty raising sufficient capital for
expansion, and because our attempt at leveraging the assets/revenue of our
acquisitions to help them grow has been difficult as well. A third key factor
in our decision is that the subsidiaries were not passing a portion of their
revenues along to the parent company.

In place of our previous model, we plan to implement a new approach whereby we
will become an Internet technology and marketing services company. We believe
that this move will prove to be advantageous to both the company and its
shareholders for the following reasons: First, it will give us an opportunity
to leverage our previous experience with software design and development and
Internet technology. Second, it will be a more focused and coherent strategy.
By focusing on a single objective, we believe we can be more effective as an
organization.

As an Internet technology and marketing services company, we will adopt a
business model with several components. The three most important ones are:

1.    Creation and successful deployment of the "Doorways" initiative;
2.    The acquisition of accretive (defined as an acquisition that is expected
      to increase earnings per share) Internet technology and audio-visual
      production entities; and
3.    The pursuit of strategic relationships with other relevant entities.

We expect to earn revenue from an effective implementation of these
components. For example, it is anticipated that the "Doorways" portal could
become a forum, or marketplace, for business-to-consumer e-commerce. Should
this occur, we will earn a specified percentage of all sales transactions.
There is also the possibility of earning consultative revenue by assisting
businesses in setting up their electronic "storefronts." Third, all future
acquisitions will be required to pass along a specified percentage of their
net earnings to our parent company.

Because it will take a number of months or possibly years before we anticipate
seeing significant revenue from "Doorways", we anticipate that we will need to
find ancillary sources of capital. Our current plan is to:

..    Secure short-term financing of at least $2 million. These funds will be
     used to pay for developing a proof-of-concept demonstration of
     "Doorways" is anticipated to cost approximately $500,000. Also, we will
     use the funds to finance our acquisition activities (valuation fees,
     audits, legal fees, etc.) and to cover anticipated travel expenses
     associated with securing the participation of businesses establishing
     "Doorways storefronts;" and
..    Derive a minimum of $1 million annually from subsidiary revenues




                                6

<PAGE>


     We  plan to take the following actions in conjunction with our new
imperative. We plan to:

..    Implement a new public relations campaign geared to bring attention to
     us and to "Doorways"; and
..    Foster strategic relationships with well-established entities
     supportive of our mission and model, and who can help us gain access to
     potential venture partners, capital, etc.

The Opportunity

There is an opportunity to be an active participant in the
business-to-consumer Internet e-commerce marketplace. We are gearing our new
portal initiative, "Doorways", to be a leader in the next generation of
"e-portals." We have coined the term "personalized lifestyle commerce" to
describe a fundamental shift in emphasis toward true customer relationship
building, sales and service within the context of the person's unique
lifestyle orientation.

Our stated mission is to help people live life to the fullest by providing
relevant, accessible help, guidance and support. Pursuant to this mission, we
plan to pursue a technology initiative aimed at creating an advanced lifestyle
information/ entertainment portal that could change the way we seek help in
managing our daily affairs. The initiative, "Doorways", would offer a unique
alternative to existing Internet search engines and portals such as Google and
Yahoo by introducing a new "lifestyle" search metaphor coupled with an
advanced "intelligent" user interface. Together, these innovations might
provide expert guidance, assistance, and support to anyone seeking help -
whether it's for home improvement, gardening, car repair, sports or numerous
other popular lifestyle avocations.

Aggregating expert help into a specific context, or lifestyle, the "Doorways"
portal would create the possibility for searchers to access additional,
context-relevant information not readily available through current search
mechanisms. "Doorways" would offer an enhanced media-rich form of
interactivity and support for today's visually-oriented surfing community, and
ultimately could serve as a platform for distributing entertainment content.
"Doorways" could also serve as a central forum for new media e-commerce
Business-to-Customer product marketing, customer support and distribution.

There currently is no place for consumers to go on the Internet to obtain
practical, relevant and complete help solving their daily lifestyle problems.
Many believe that we've lost the type of one-on-one, highly personalized
service many of us remember from the '50's and '60's. Large corporations are
searching for the best way to leverage the Internet, reach consumers at a
one-to-one level, engage them, close sales, and build a longstanding
relationship. In view of these factors, there is an opportunity for a company
to become an active participant in the business-to-consumer Internet
e-commerce marketplace. We have set our sights on becoming that company.

To serve this opportunity, it will be necessary to create a portal that offers
unprecedented personalized service and support to consumers with lifestyle
needs, problems and issues. It must also provide the kind of platform that
businesses can use to deliver such a service. Whoever accomplishes this task
could become a significant forum for commerce on the Internet, competing in a
market which will have grown to $170 billion in 2006 according to eMarketer in
a report dated May, 2005 on E-Commerce in the US: Retail Trends.

                                7

<PAGE>


While there are currently no competitors known to offer Internet services
similar to those contemplated by our "Doorways" portal, there are significant
portal and search engine service providers with extensive resources that they
can bring to bear, should they decide to compete with our initiative. Among
these are Amazon.Com, America Online, Yahoo, Google, and approximately 200
other entities of lesser stature in the e-commerce marketplace.

To further differentiate ourselves and "Doorways" from these and other
established competitors, we believe that it will be imperative for us to:

..    Create "Doorways" to be a warm, friendly and convenient place for
     consumers;
..    Emphasize relationship building and servitude; and
..    Become the complete resource for a broad range of lifestyles and
     avocations.

"Doorways" Description and Overview

When created, "Doorways" will serve as a next-generation Internet portal
offering consumers an opportunity to gain new, comprehensive and immersive
experiences with a chosen lifestyle (i.e., motorcycling, sailing, rock
climbing, home improvement, gardening, etc.) "Doorways" will also solve as a
forum for specialized problem solving related to lifestyle issues, and
potentially for sales transactions stemming from solutions offered by
businesses to their new customers. In addition, consumers desiring to increase
their knowledge or skills related to a lifestyle aspect (i.e., how to lay
tiles; build a roof; how to sew, etc.) will be able to access relevant
training. "Doorways" characteristics will be:

..    A business-to-consumer e-commerce marketplace;
..    Specialized Intelligent Performance Support (IPS);
..    Intelligent querying (searches);
..    Aggregated data acquisition, management and storage; and
..    Intelligent Training Support (ITS).

The following example offers an experience that a consumer might have while
using "Doorways" services:

     "Doorways" Service Example

      As an example of how the "Doorways" portal might work, imagine that
      your hot water heater in your home is not working correctly.
      Unfortunately, troubleshooting malfunctioning hot water heaters is not
      your area of expertise. To garner the information you need, you enter
      the "Doorways" web portal on your laptop computer. In "Doorways", you
      are escorted to the Home Improvement lifestyle area, where subject
      matter experts representing home improvement product and service vendors
      offer to lend a hand. You select a local vendor who introduces John, the
      hot water heater troubleshooting expert.

      With John's knowledgeable guidance and support, you gain the expertise
      necessary to diagnose the nature of the problem - a worn out coil. John
      offers to have a new one sent over immediately from their store down the
      street, or they can have it waiting for you to pick up. However, you
      decide that maybe its time for a new and larger 75 gallon heater. John
      points you to their water heater manufacturer's representative, who
      assists you in making a purchase choice. Shortly thereafter, the new
      heater is on its way to your home.

                                8
<PAGE>

While this is an example of how "Doorways" might help solve a home improvement
problem, the concept of "lending a helping expert hand" to assist you in your
moment of need is potentially applicable to all lifestyles and avocations. In
each case, the service will be entirely free to consumers - we will be paid by
vendors in the form of a  percentage of each sales transaction.

Possible Benefits to "Doorways" Users

1.    Serves as a user-friendly environment for today's visually-oriented
      surfers, emphasizing a sense of personalized "human" connectivity,
      simplicity of interaction, ease of information access and availability
      of experts who can help solve consumer problems.

2.    Offers surfers context-relevant information previously unavailable
      through current search mechanisms; surfers are offered new perspectives
      about lifestyles they would never have thought to ask about.
3.    Provides consumers with context-specific expertise for solving practical
      daily problems related to health, the home, family, etc.
4.    Serves as a resource for lifestyle education and personal improvement.

Possible Benefits for Participating Businesses

1.    Offers emerging companies an opportunity to compete with the
      market-share leaders in their industry, and grow their revenues without
      a significant investment in physical infrastructure.
2.    Offers market-share leaders a unique, affordable opportunity to attract
      additional new customers and more importantly, an avenue to cement a
      long-term relationship with existing customers by making services
      available 24/7/365.
3.    Serves as a new platform for business commerce, delivering targeted
      prospects (consumers) to vendors. Offers vendors a forum for
      demonstrating credibility and an avenue for closing the prospective
      customer.
4.    Provides an environment for customer relationship management and
      targeted marketing. Creates an avenue for personalized engagement and
      relationship building.

Assistance From Our Subsidiaries

Those companies who will join the M Power Entertainment family will continue
to pursue their individual business objectives. In addition, it is our plan
that each would play a key role in the creation and ongoing operation of the
"Doorways" initiative. All must share the common characteristics of being a
proven success in their respective venue, and of offering services in
accordance with our business objectives.

More specifically, the anticipated role of any entities we might acquire will
be to:

..    Provide specialized developmental guidance and assistance for the
     "Doorways" platform;
..    Provide developmental support for those businesses who establish
     "Doorways" storefronts; and
..    Ultimately, develop content for distribution via the "Doorways" portal.

                                9

<PAGE>

Failed acquisitions.

In July 2004, we acquired Stellar Software Network, Inc. ("Stellar"), as a
wholly owned subsidiary. According to the terms of the Purchase Agreement, we
acquired all of the issued and outstanding shares of common stock of Stellar,
in exchange for 8,025,211 shares of our common stock, valued at $191,000.
Stellar was a Texas corporation that hired software programmers and other
technical professionals and contracts them as a staffing agency to outside
companies. The acquisition of Stellar allowed us to generate our first
revenues since 1999. However, due in part to the fact that Stellar's
professional staffing business did not integrate well with our technology and
entertainment vision for the future, the acquisition of Stellar was rescinded
during the third quarter of 2005.

In August 2004, we acquired Ascendant Texas Source Group, Inc. ("TSG") as a
wholly-owned subsidiary for 42,857,153 shares of our common stock valued at
$1,500,000. TSG is a Texas corporation, which acted as a full service provider
of quality collaborative e-business process software, process consulting,
rapid web development and hosting services. In January of 2005, however, TSG
lost its only significant customer and ceased operations. We engaged in
litigation with the former owner of Ascendant, asserting misrepresentation of
its status at the time of the sale and seeking to recover the shares issued in
the transaction. This case was settled through mediation.

On January 17, 2005, we agreed to acquire Corazong Music Management B.V., a
Dutch corporation for 100 shares of Series B Convertible Preferred Stock
valued at $1,260,000. We also agreed to provide Corazong with a $1,500,000
line of credit to be used to develop and market its catalog and to develop new
talent and artists.  We failed to provide the line of credit and this
acquisition was never completed.

On March 2, 2005, we agreed to acquire R.S. Entertainment, Inc., a Utah
Corporation, for $1,020,000 in our common shares, or in the equivalent value
of Series B preferred shares. We also agreed to provide RSE with a $2,500,000
line of credit.  We failed to provide the line of credit and this acquisition
was never completed.

On April 7, 2005, we agreed to acquire White Canyon, Inc. and Channel Access,
Inc. for 1,000,000 shares of restricted Series C convertible preferred stock,
each share of which could have been converted into four shares of post-split
restricted common stock, or redeemed by us at $4.00 per share.  The shares
were issued, but other closing conditions were not satisfied and the attempt
was terminated and the shares canceled.

Business Overview
----------------

Twelve Month Plan of Operations - M Power
----------------------------------------

During the next 12 months, we will direct our resources to the development of
the Doorways web portal. In order to achieve this goal, we will divest ourself
of any subsidiaries or other corporate relationships that do not directly
support or complement the Doorways portal strategy and its development. We
will enter into strategic alliances, form joint ventures and/or acquire
interests in companies whose products and services integrate into the Doorways
portal as technical, design, and audio/visual content components, assist
storefront customers to design and implement their Doorways presences, and
provide us with revenue contributions.

                                10
<PAGE>


As the transition to the Doorways business model proceeds, we will raise
capital for the Doorways portal technology which will involve integrating
existing technologies and creating a new platform to manage the technologies
to make Doorways cohesive, friendly, and informative. If the plan as outlined
is achieved within 12 months, we will have raised approximately $2 million for
working capital, $500,000 for technology demonstration prototype creation, and
$20 million for technology development. Acquisitions, joint ventures, and
strategic alliances are anticipated to require approximately $30 million of
investment capital.

The corporate relationships between us, subsidiaries, joint ventures and
strategic alliances will be collaborative, but decentralized so that shared
functions, such as accounting are efficient, but existing, successful
operations will continue without significant adjustment. New operations will
require significant management and professional resources.

Material Contracts
------------------

On July 15, 2004, we entered into a Consulting Agreement with Sunil Nariani,
the president of Stellar, whereby Mr. Nariani was to perform various
consulting and administrative services for our Stellar subsidiary, in exchange
for a fee of 3,529,412 shares of common stock, payable in installments of
294,117 shares per month. The term of this Agreement was one year, which was
to automatically renew unless prior written notice is given. The Consulting
Agreement with Mr. Nariani was terminated in the third quarter of 2005.


Competitive Business Conditions
------------------------------

While there are currently no competitors known to offer Internet services
similar to those contemplated by our proposed "Doorways" portal, there are
significant portal and search engine service providers with extensive
resources that they can bring to bear, should they decide to compete with our
initiative. Among these are Amazon.Com, America Online, Yahoo, Google, and
approximately 200 other entities of lesser stature in the e-commerce
marketplace.

Technology

Intelligent Performance Support (IPS)

The Internet of the future will serve as the primary mechanism for obtaining
relevant information about individuals and, based on that information,
offering a new level of highly-personalized service. Those technologies that
serve to enable this process will play an integral role in our lives. They
will become part of our daily existence, helping us to perform our daily
tasks, solve problems, raise our children, and grow as individuals. This form
of service will be an observable component of what Bill Gates has referred to
as "ubiquitous computing." It's technical name is "intelligent performance
support", or "IPS". The IPS technology will follow us everywhere and into
every imaginable situation, whether we are washing our car, or sending an
astronaut into space.


                                11

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We believe that we can play a key role in this evolution. Computer software
featuring intelligent, highly-adaptive, user interfaces will need to be
developed. The software will serve to link those who offer specialized
information and services to those who need it, taking into consideration the
specific context and environment in which the service is offered. It will
essentially bring a "thinking" capability to the average person, looking out
for the person's well-being, needs, and interests on a proactive basis. It
will learn more about the person with each new interaction, thereby increasing
it's ability to offer ever-improving service.

In the future, IPS will be a vital component of our daily lives. It will place
an unlimited number of "virtual experts" at the fingertips of the average
person, empowering the individual and bringing solutions to life's issues and
problems instantaneously. It will lead to an improved quality of life for
everyone; IPS will effectively improve each person's involvement and control
within the context of any given situation, thereby enabling them to gain
greater control over their lives.

"Performance support" is the process of helping people accomplish what is
important to them in their daily lives such as:

     1.  Delivering guidance and support to consumers using intelligent
         software on an open network infrastructure;

     2.  Determining and executing specific tasks to meet the needs of a
         predefined  target market on a real-time basis;

     3.  Establishing interactivity within business-to-business and
         business-to-consumer markets; and

     4.  Acting in the best interests of the user while having the ability to
         suggest possible solutions or new ways to achieve results.

Our intelligent performance support capability will be an essential component
of all of our service offerings: intelligent customer support; targeted
e-commerce, and service outcome reporting. The intelligent performance support
feature will use advanced Internet and our proprietary technologies to
proactively assist end users.

The personal needs and interests of our users will be expressed in the users'
dialogue. While each user has unique needs, all require assistance that can be
anticipated, identified and addressed. We will have the unique capability of
inferring the user requirements, offering valuable help "intelligently" and in
a personalized format.

Our intelligent performance support capability will successfully emulate human
support, communication and interactivity by combining intelligent software, a
unique web platform, commerce services, catalog content, and interoperability.
With increased efficiency and shortened cycle times, providers and suppliers
will enjoy a strategic competitive advantage as well as a rapid return on
investment while consumers will receive personalized information, guidance,
and support.

Adaptive Dynamic Interfacing

Users seeking help or information interact with software applying expert
systems, speech recognition, and avatar (avatars are computer software
renditions of human beings) technologies to offer real-time, contextual
"human" assistance.

                                12
<PAGE>


Smart One(SM) Learning Technology

Smart One is an advanced learning technology emulating a superlative human
teacher by determining how a student learns best, what s/he knows, and what
s/he can do, thereby creating a relevant, personal experience. The student is
taught only that which s/he needs to learn and is offered unlimited learning
support until mastery is achieved.

Our Smart One technology will deliver state-of-the-art training through a
computer-based training system that will utilize multimedia technology,
artificial intelligence, an adaptive dynamic interface, and advanced training
methodologies. The basic functions will be:

    a.  Providing individual users with interactive training and skills
        support for a wide variety of products and services;

    b.  Using adaptive "intelligent" learning by tailoring the training
        modules to what each user knows and adjusting to the way each user
        learns. Our proprietary Adaptive Dynamic Interfacing technology is
        used for this function; and

    c.  Recognizing the user's approach to learning and, when in doubt, asking
        for the user's preferences.

Smart One will be an advanced intelligent training deployment software based
on specifications determined by management and developed for us in conjunction
with AT&T Global Information Solutions ("AT&T GIS"). The goal is to provide
individual users with interactive training and skills support for a wide
variety of products and services. Smart One will be capable of real-time
adaptation and customization of training to the individual, and as a search
engine, will be ready for any content to be added to suit the customer. Smart
One's multimedia-based training will selectively adjust to the needs of each
individual being trained. As such, a multimedia-enabled computer will emerge
as a highly personal and sophisticated "learning assistant."

The training process will include both an initial assessment as well as a
skill-building phase. In the assessment phase, the computer will assess the
unique knowledge and skill level (i.e., strengths and deficiencies) of the
individual. Based on this assessment, the computer will formulate a totally
unique and personalized learning experience for the individual on a real-time
basis. Strengths will be acknowledged and skill and knowledge deficiencies
will be resolved, with the computer-based intelligent tutoring system
tailoring the experience as the individual proceeds. All of the individual's
decisions and actions will be recorded so that a complete picture of the
person's skills and knowledge can be demonstrated.

Smart One will be capable of tailoring the training modules to what each
student knows and can learn. The technology will be able to compare the
student's performance to "expert" performance and adapts itself accordingly.
It will also recognize the student's approach to learning, and when in doubt,
will ask for the student's preferences. Smart One then will use this
information to allow users to learn at their own pace and style. Smart One
will provide the right amount of support at the right time by monitoring user
performance, user interaction history, and current task constraints. It will
be able to modify the level of support accordingly, giving the less skilled
user prompts and menus that are not provided to the more experienced user. The
user will learn actively by making choices, and the system will respond with a
full and varied array of graphics, animation, video, sound effects, and touch
interaction that will reinforce correct performance and remedies incorrect
performance.

                                13

<PAGE>

Carnot

Carnot will be network software technology using advanced semantic "agents" to
provide context-relevant support for system users. The agents will have the
capability of acting as the emissary of the user, performing remote functions
and duties on his/her behalf and collaborating, making conceptual inferences
and allocating responsibilities.

Smart Enterprise(SM)

Smart Enterprise(SM) will be advanced software allowing the user to monitor
and run an enterprise from a single "cockpit." The software will offer
multidimensional viewing of key attributes of the enterprise, allowing the
user to assess performance and make strategic decisions for improving
efficiency.

Research and Development

We intend to conduct advanced research and development in the field of
personalized (intelligent) performance support. Also, our subsidiaries will
develop and market a variety of Internet related products and services. These
industries are characterized by rapid technological development. We believe
that our future success will depend in large part on our ability to continue
to enhance our existing products and services and to develop other products
and services that complement existing ones. In order to respond to rapidly
changing competitive and technological conditions, we expect to incur
significant research and development expenses during the initial development
phase of new products and services as well as on an on-going basis.

Customers
--------

We currently have no customers and generate no revenues.

Intellectual Property and Proprietary Rights
-------------------------------------------

We currently hold two registered U.S. trademarks. The mark "SMART ONE,"
Trademark Registration 2095594, was registered on September 9, 1997. The mark
"SMART ENTERPRISE," Trademark Registration 2267846, was registered on August
3, 1999.

Research and Development
-----------------------

We have not performed any significant research or development of our
technology in either of the last two fiscal years. We will need to raise
additional capital to fund the research and development needed to make the
technology fully functional and marketable.

Employees
---------

As of December 31, 2005, we had one (1) employee.  During 2005, we relied on
consultants rather than employment contracts.


                                14

<PAGE>




Item 2. Description of Property.

On October 1, 2004, we leased office space in New York, NY from 432 Group,
LLC. The term of the lease began October 1, 2004 and ended in December, 2005.
Monthly rent on the office space totaled $2,250. However, 432 Group granted us
a temporary rent credit of $1,125 for the months of October through December
2004, which total temporary rent credit of $3,375 was be payable in equal
monthly installments over the immediately subsequent 12 months. Accordingly,
the monthly rent for January 2005 through December, 2005 was $2,588. We did
not renew our lease and the agreement terminated on December 31, 2005.


Item 3. Legal Proceedings.

Texas Workforce Commission. On February 10, 2000, the Texas Workforce
Commission placed an administrative lien on us in the amount of $109,024 in
connection with a claim for unpaid compensation by our former employees.

Awalt Group, Inc. Awalt Group, Inc. commenced litigation against us in January
2004 in the United States District Court, Southern District of Texas, Houston
Division (Cause No. H-03-5832). This case relates to advertising and
promotional services rendered prior to July, 1999. The Plaintiff is requesting
$77,189 for actual amounts invoiced and $10,000 in attorney's fees. Per their
invoices, these are for services rendered from May 26, 1998 through June 15,
1999. We filed an answer and are defending the lawsuit under Section 16.004 of
the Texas Civil Practice and Remedies Code, i.e., we believe that the statute
of limitations has tolled the claim. The case was dismissed by the Federal
court in 2005 for lack of diversity, but the plaintiffs re-filed in state
court alleging a sworn account in the amount of $78,294 plus costs, interest
and attorney fees. We have filed an Answer asserting our statute of
limitations defense. On August 10, 2005 we filed a Motion for Summary Judgment

based on the limitations defense and set it for hearing to be held on
September 2, 2005. The court in the Awalt case ruled in our favor on my Motion
for Summary Judgment and signed a Take Nothing Judgment in our favor on
November 1, 2005. The Awalt Group has appealed that decision to the Fourteenth
Court of Appeals in Houston, Texas where it is now pending. The Court of
Appeals on its own Motion in late February suspended the briefing deadline by
60 days and ordered both parties to mediation. The Court of Appeals required
us to mediate and mediation occurred on April, 5, 2006 in accordance with that
order and was unsuccessful. The Appellate briefing is due on May 12, 2006. The
Appellee's briefing is due on June 6, 2006.

11500 Northwest, L.P. 11500 Northwest, L.P. commenced litigation against us on
October 31, 2003 in the 11th Judicial District Court for Harris County, Texas
(Cause No. 2003-60705). This case relates to a breach of a lease agreement
allegedly entered into on or about March 5, 1999 for certain office space we
never occupied. Plaintiff is requesting past due rents of an unspecified
amount, broker's commission of $21,806, and tenant improvements of $51,439,
attorney's fees, costs, and prejudgment interest. We defended the lawsuit,
denied breach of the alleged lease agreement and further defended the claim
for past due rents under Section 16.004 of the Texas Civil Practice & Remedies
Code, i.e. we believe that the statute of limitations has tolled some or all
of the claims. The case was tried on May 12, 2005. The Court ruled in our
favor in the 11500 Northwest, LP case stating that the statute of limitations
did apply in this case and a Take Nothing Judgment has been signed by the
Court. 11500 Northwest, LP filed a Motion for a New Trial on February 3, 2006,
which will be overruled as a matter of law in 75 days if the Court does not
grant their Motion.

                                15
<PAGE>


Marathon Oil Company. A default judgment was taken against us in favor of
Marathon Oil Company on August 31, 1999 in the amount of $326,943 representing
past and future rentals under a lease agreement, together with $7,500 in
attorney's fees and post judgment interest at 10% per annum until paid. Credit
towards the judgment was ordered for sale of personal property by the Sheriff
or Constable. We believe the personal property sold for approximately $28,000.
To the extent that the property was leased during the unexpired term, it is
possible that there would be a mitigation of the damages claim in our favor.
We believe that some or all of the space was subsequently rented approximately
90 days later. The remaining $306,443 has been accrued in our financial
statements under the heading "accrued expenses."

A lawsuit was filed by Julie Maranto, the former owner of Texas Source Group,
Inc. ("TSG") against us, Texas Source Group, Inc. and Gary Kimmons as CEO. The
cause of action from the pleadings appears to be breach of contract relating
to her employment agreement against TSG, breach of contract, statutory fraud,
breach of fiduciary duty, common law fraud and negligent misrepresentation
against GKI. Damages have not been specified. We filed a Counterclaim for
Rescission to unwind the transaction entered into effective August 19, 2004
based of material misrepresentation of material facts and fraud. Based on
preliminary discovery, we believe that a favorable outcome of this case for
GKI, now M Power, will be reached. The Maranto case has been settled through
mediation and settlement documents are being circulated amongst the parties.

We are not aware of other claims or assessments, other than as described
above, which may have a material adverse impact on our financial position or
results of operations.


Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of securities holders during the fourth
quarter of the Company's fiscal year.


                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters and Small
         Business Issuer's Purchase of Equity Securities

Our common stock is presently traded in the over-the-counter market and quoted
on the National Association of Securities Dealers' OTC Bulletin Board System
under the ticker symbol "MPWE.OB."

The following table describes, for the respective periods indicated, the
prices of M Power Entertainment Inc. common stock in the over-the-counter
market, based on inter-dealer bid prices, without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions.

     Fiscal 2005              High          Low
     ------------------------ ------------- --------
     First Quarter (1)        $0.0231       $0.0033
     Second Quarter   (1)     $1.30*        $0.20*
     Third Quarter (1)        $0.40*        $0.07*
     Fourth Quarter (1)       $0.075*       $0.05*


                                16

<PAGE>


     Fiscal 2004              High          Low
     ------------------------ ------------- --------
     First Quarter (1)        $0.07         $0.03
     Second Quarter   (1)     $0.07         $0.03
     Third Quarter (1)        $0.05         $0.02
     Fourth Quarter (1)       $0.04         $0.02

     * Split-adjusted


Holders
-------

There were approximately 185 holders of record of our Common Stock as of March
27, 2006.

Dividends
---------

We have not declared any cash dividends with respect to our common stock, and
we do not intend to declare dividends in the foreseeable future.

Recent Sales of Unregistered Securities
--------------------------------------

During the quarter covered by this report ended December 31, 2005, we issued
unregistered and restricted shares of our common stock in the following
transactions:

On November 21, 2005, we issued 8,888,888 shares of our restricted common
stock to Steven Reuther in consideration for the attempted acquisition of his
shares of Tropical Printing LLC. The issuance was valued at $.045 per share or
$400,000.

Our shares were issued in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933. No commissions were paid for
the issuance of such shares. The above issuance of shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance of such shares by us did not involve a public offering. These
restrictions ensure that these shares would not be immediately redistributed
into the market and therefore not be part of a "public offering." Based on an
analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act of 1933 for the above
transaction.

Also, on November 21, 2005, we issued 1,111,111 shares of our restricted
common stock to Samuel Mauro in consideration for the acquisition of his
shares of Tropical Printing LLC. The issuance was valued at $.045 per share or
$50,000. Our shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933. No commissions were
paid for the issuance of such shares. The above issuance of shares of our
common stock qualified for exemption under Section 4(2) of the Securities Act
of 1933 since the issuance of such shares by us did not involve a public
offering. These restrictions ensure that these shares would not be immediately
redistributed into the market and therefore not be part of a "public
offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for the above transaction.

                                17

<PAGE>


Repurchases of the Company's Equity Securities
---------------------------------------------

None.


Item 6.  Management's Discussion and Analysis.

The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto included in Item 7 of this Form 10-KSB.
All information presented herein is based on our fiscal calendar.

M Power Entertainment plans to create a lifestyle information/entertainment
portal named "Doorways" designed to offer an enhanced form of interactivity
and support for today's visually-oriented web surfing community.

"It is our opinion that the losses incurred during fiscal 2005, while
significant, must be viewed within the total context of the Company's growth
and development. The losses associated with 2005 are primarily attributable to
our attempt to acquire and capitalize privately-held entertainment companies.
While we have been successful in attracting interest in our business model
from potential acquisition candidates including RS Entertainment, Corazong and
Howarth, we have encountered difficulty securing capital to grow them. We
attribute this problem, in part, to a capital market that did not understand
or feel that it could support our entertainment-based acquisition strategy. In
addition, asset valuations and audits were never completed, making it
impossible to secure funds leveraging the companies' assets or net revenues.

We believe that management is solving this problem by retargeting our business
strategy and focusing on our original core competency, which is our
demonstrated ability to produce and distribute software for the Internet and
merchandising. However, while we are refocusing our energy on Internet
software technology development and marketing, we will continue to pursue our
aggressive M&A strategy, searching for and bringing in successful technology
and audio/visual production entities that can drive revenues and also support
our "Doorways" technology initiative. In so doing, the experience and
reputation we have gained with our entertainment M&A initiative in 2005 has
proven to be extremely valuable, and has helped set the stage for our 2006
business activities.

Results of Operations

We had no revenues from continuing operations in 2005 or 2004.  We had
operating expenses of $14,440,527 during 2005 compared to $5,556,871 in 2004.
The increase of $8,883,656 was due chiefly to the issuance of common stock,
stock options, and warrants to various consultants for services in connection
with our acquisitions and financing efforts.

We had interest expense of $79,405 during 2005 compared to $78,187 for 2004.
The interest is accrued on our unpaid accounts payable, accrued expenses, and
notes payable. During 2005 and 2004, we recorded a gain on release of debt due
to the passing of the statute of limitations for liabilities incurred prior to
our ceasing operations in 1999. The gain was $799,235 in 2005, compared to
$940,283 in the preceding year. Excluding these noncash gains our net losses
would have been $14,656,771 in 2005, compared to $5,597,109 in 2004.


                                18
<PAGE>


Liquidity

During 2005, we used cash of $302,247 in our operations compared to $758,886
in 2004. We received $0 cash from the sale of our common stock in 2005
compared to $514,998 in 2004. We borrowed $549,109 in 2005 and $251,614 in
2004. We made repayments on loans totaling $269,109 in 2005 compared to
$68,812 in 2004.

We had cash on hand of $ 75,928 as of December 31, 2005.

Off-Balance Sheet Arrangements
----------------------------

None.


                                19
<PAGE>



Item 7.   Financial Statements.



     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     --------------------------------------------------------

To the Board of Directors
M Power Entertainment, Inc.
(formerly GK Intelligent Systems, Inc.)
Houston, Texas

We have audited the accompanying consolidated balance sheet of M Power
Entertainment, Inc. (formerly GK Intelligent Systems, Inc.) as of December 31,
2005, and the related consolidated statements of operations, stockholders'
deficit and cash flows for the year then ended.  These consolidated financial
statements are the responsibility of M Power's management.  Our responsibility
is to express an opinion on these consolidated financial statements based on
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of M Power Entertainment, Inc. as of December 31, 2005 and the results of
their operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, certain errors resulting
in an overstatement of previously reported net income for the year ended
December 31, 2005, were discovered by M Power's management in previously
issued financial statements. Accordingly, the 2005 financial statements have
been restated and adjustments have been made to net income for the year ended
December 31, 2005 and common stock and additional paid-in capital as of
December 31, 2005, to correct the error.




   /s/ Malone & Bailey, PC

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

April 15, 2006, except for
  Note 9 as to which the
  date is April 18, 2006










                                20
<PAGE>









      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     --------------------------------------------------------

To the Board of Directors
M Power Entertainment, Inc. and Subsidiaries
(formerly GK Intelligent Systems, Inc.)
Houston, Texas

We have audited the accompanying consolidated statements of operations,
stockholders' deficit and cash flows of GK Intelligent Systems, Inc. and
Subsidiaries for the year ended December 31, 2004.  These consolidated
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation.  We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of GK Intelligent Systems, Inc. and Subsidiaries for the year ended
December 31, 2004, in conformity with United States generally accepted
accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 6 to
the consolidated financial statements, the Company's deficit in working
capital and recurring losses raise substantial doubt about its ability to
continue as a going concern.  Management's plans concerning these matters are
also described in Note 6.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


/S/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
April 22, 2005





                                21



<PAGE>


                    MPOWER ENTERTAINMENT, INC.
             (formerly GK Intelligent Systems, Inc.)
                          Balance Sheet
                        December 31, 2005

                                                                 2005
                                                            -------------
                                                             (Restated)
ASSETS

CURRENT ASSETS
  Cash                                                      $     75,928
                                                            -------------

  Total Current Assets                                            75,928
                                                            -------------
FIXED ASSETS, NET                                                  4,999

OTHER ASSETS
  Deposits                                                         4,000
                                                            -------------

  TOTAL ASSETS                                              $     84,927
                                                            =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                          $    189,692
  Accounts payable - related parties                              19,306
  Accrued expenses                                               899,964
  Accrued expenses - related parties                              16,649
  Notes payable                                                  107,000
                                                            -------------

   Total Current Liabilities                                   1,232,611
                                                            -------------

   TOTAL LIABILITIES                                           1,232,611
                                                            -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock authorized: 275,000,000 common
    shares at $0.001 par value; 42,657,688
    shares issued and outstanding                                 42,658
  Additional paid-in capital                                  60,093,751
  Accumulated deficit                                        (61,284,093)
                                                            -------------

    TOTAL STOCKHOLDERS' DEFICIT                               (1,147,684)
                                                            -------------

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $     84,927
                                                            =============

        See summary of significant accounting policies and
                  notes to financial statements.

                                22
<PAGE>



                   M POWER ENTERTAINMENT, INC.
             (formerly GK Intelligent Systems, Inc.)
              Consolidated Statements of Operations
           For the Years Ended December 31, 2005 & 2004

                                                    2005           2004
                                               -------------- -------------
                                                  (Restated)
OPERATING EXPENSES
  Depreciation and amortization                $         550  $      1,366
  Impairment of goodwill                                   -     1,584,865
  Payroll expenses                                    65,466       556,075
  Consulting & professional fees                  14,283,396     3,343,231
  General and administrative                          91,115        71,334
                                               -------------- -------------

    Total Operating Expenses                      14,440,527     5,556,871
                                               -------------- -------------

LOSS FROM OPERATIONS                             (14,440,527)   (5,556,871)
                                               -------------- -------------
DISCONTINUED OPERATIONS
  Gain (loss) on operations of Stellar Software      (33,054)      37,949
  Loss on disposition of Stellar Software           (103,785)           -
                                               -------------- ------------
    Total Gain (Loss) on Discontinued Operations    (136,839)      37,949
                                               -------------- ------------
OTHER INCOME (EXPENSE)
  Interest expense and loan discount fees            (79,405)     (78,187)
  Gain on extinguishment of debt                     799,235      940,283
                                               -------------- ------------
    Total Other Income (Expense)                     719,830      862,096
                                               -------------- ------------

NET LOSS                                       $ (13,857,536) $(4,656,826)
                                                ============== ============
BASIC AND DILUTED LOSS PER SHARE
  Basic and diluted loss from continuing
   operations                                  $       (0.74) $    (12.67)
  Basic and diluted loss from
   discontinued operations                     $       (0.01) $     (0.09)
                                               -------------- ------------
  Total Basic and Diluted Loss Per Share       $       (0.71) $    (10.62)
                                               ============== ============
BASIC WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                              19,397,905      438,399
                                               ============== ============



       See summary of significant accounting policies and
                  notes to financial statements.


                                23
<PAGE>
<TABLE>
<CAPTION>




                           M POWER ENTERTAINMENT, INC.
                     (formerly GK Intelligent Systems, Inc.)
           Consolidated Statements of Changes in Shareholders' Deficit
                  For the Years Ended December 31, 2005 & 2004


                                                                Additional
                                    Common        Stock          Paid-In       Subscription  Unearned      Accumulated
       Description                  Shares        Amount         Capital       Receivable    Compensation  Deficit
                                    ------------  -------------  ------------  ------------  -----------  ------------
<S>                                 <C>           <C>            <C>           <C>           <C>          <C>

Balances, December 31, 2003              137,811  $         138  $ 40,639,789  $          -  $  (135,000) $(42,769,731)

Common stock issued for services         581,326            581     3,355,408             -   (1,265,130)             -
Common stock issued for debt              14,183             14       139,313             -            -              -
Common stock issued for cash              41,667             42       524,956             -            -              -
Common stock issued for
  subscription receivable                 83,333             83       499,917      (500,000)           -              -
Common stock issued in acquisitions
  Stellar Software Networks, Inc.         40,126             40       190,960             -            -              -
  Texas Source Group, Inc.               214,286            214     1,499,786             -            -              -
Amortization of unearned compensation          -              -             -             -    1,400,130              -
Net loss                                       -              -             -             -            -    (4,656,826)
                                    ------------- -------------- ------------- ------------- ------------ --------------

Balances, December 31, 2004            1,112,731          1,113    46,850,129      (500,000)           -   (47,426,557)

Common stock issued for services      41,544,957         41,545    13,243,622             -            -              -

Stock subscriptions deemed
 uncollectible                                 -              -             -       500,000            -              -

Net loss (restated)                            -              -             -             -            -   (13,857,536)
                                    ------------- -------------- ------------- ------------- ------------ --------------

Balances, December 31, 2005
 (Restated)                           42,657,688  $      42,658  $ 60,093,751  $          -  $         -  $(61,284,093)
                                    ============  =============  ============  ============  ===========  ============



  See summary of significant accounting policies and notes to financial statements.

                                       24

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                        M POWER ENTERTAINMENT, INC.
                  (formerly GK Intelligent Systems, Inc.)
                   Consolidated Statements of Cash Flows
               For the Years Ended December 31, 2005 & 2004


                                                                               2005         2004
                                                                          ------------- -------------
                                                                           (Restated)
<S>                                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                  $(13,857,536) $ (4,656,826)
Adjustments to reconcile net loss to net cash used by operations
  Depreciation and amortization                                                    550         2,049
  (Gain) on extinguishment of debt                                            (799,235)     (940,283)
  Amortization of unearned compensation                                              -     1,400,130
  Stock subscriptions deemed un-collectible                                    500,000             -
  Discontinued operations - impairment of goodwill                             103,785     1,584,865
  Discontinued operations - Stellar                                             33,054             -
  Issuance of common stock, options and warrants for services               13,628,609     1,926,918
  Changes in
    Accounts receivable                                                        183,104       (45,115)
    Other current assets                                                         3,473         3,003
    Accounts payable & accrued expenses                                         54,474        57,220
    Accrued liabilities - related parties                                     (152,525)      (90,847)
                                                                          ------------- -------------
Net cash used by operating activities                                         (302,247)     (758,886)
                                                                         ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of assets                                                         (5,549)            -
  Disposition of assets                                                          9,964             -
  Increase in deposits                                                          (4,000)            -
                                                                          ------------- -------------
Net cash from investing activities                                                 415             -
                                                                          ------------- -------------
CASH FLOW FROM FINANCING ACTIVITIES
  Common stock issued for cash                                                       -       514,998
  Proceeds of notes payable                                                    280,000        97,000
  Payments on notes payable                                                          -       (14,512)
  Proceeds from related party notes payable                                    269,109       154,614
  Payments on related party notes payable                                     (269,109)      (54,300)
  Cash received on acquisition of subsidiaries                                       -       105,085
  Cash received on subscription receivable                                           -        10,000
                                                                          ------------- -------------
Net cash provided by financing activities                                      280,000       812,885
                                                                          ------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           (21,832)       53,999

CASH & CASH EQUIVALENTS
  Beginning of year                                                             54,096            97
                                                                          ------------- -------------

  End of year                                                             $     75,928  $     54,096
                                                                          ============= =============

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
  Cash paid for income taxes                                              $          -  $          -
  Cash paid for interest                                                  $          -  $          -

SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES
  Common stock issued for debt                                            $          -  $    276,968



  See summary of significant accounting policies and notes to financial statements.

                                    25

</TABLE>
<PAGE>


                   M Power Entertainment, Inc.
             (formerly GK Intelligent Systems, Inc.)
          Notes to the Consolidated Financial Statements
                    December 31, 2005 and 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of M Power Entertainment,
Inc., (formerly GK Intelligent Systems, Inc.) and its wholly-owned
subsidiaries is presented to assist in understanding M Power's consolidated
financial statements.  Collectively, these entities are referred to as "the
Company". The consolidated financial statements and notes are representations
of the Company's management, which is responsible for their integrity and
objectivity.  These accounting policies conform to accounting principles
generally accepted in the United States of America, as well as standards of
the Public Company Accounting Oversight Board (United States) and have been
consistently applied in the preparation of the consolidated financial
statements.

Nature of Business

The Company is a non-operating entity incorporated in Delaware in 1988, under
the name "Technicraft Financial, Ltd."  In August 1994, the Company acquired
GK Intelligent Systems, Inc., a Texas corporation, and changed its name to GK
Intelligent Systems, Inc. Through 1999, the company was principally engaged in
the development and marketing of software products capable of interaction with
and adaptation to the needs of software users and interpretation of data.  The
Company changed its name in 2005 to M Power Entertainment, Inc. Based in
Houston, Texas, M Power's current focus is on acquisition of companies
involved in media, entertainment and lifestyle venues.

Organization and Principles of Consolidation

The consolidated financial statements presented are those of M Power
Entertainment, Inc. and its wholly-owned subsidiaries.  In 2003, M Power
formed three wholly-owned subsidiary companies, Smart One Learning Systems,
Inc., Recording Artists Worldwide, Inc. and The Baseball Club, Inc.  These
subsidiaries are currently dormant.

In July 2004, M Power acquired Stellar Software Network, Inc., as a wholly
owned subsidiary in exchange for 8,025,211 shares of M Power common stock
valued at $191,000.  In the third quarter of 2005, Stellar discontinued
operations.  The results of operations for 2004 has been reclassified to show
Stellar's 2004 results as discontinued operations consistent with 2005's
presentation.

In August 2004, M Power acquired Ascendent Texas Source Group, Inc. (TSG) as a
wholly-owned subsidiary in exchange for 42,857,153 shares of M Power common
stock valued at $1,500,000.  TSG discontinued operations in 2005.

In May 2005, M Power acquired M Power Futures, Inc. as a wholly owned
subsidiary in exchange for 14,000,000 shares of M Power common stock valued at
$8,400,000. M Power Futures' sole assets consist of intellectual property
acquired in an assignment from a control person, Gary Kimmons. Accordingly,
this payment is shown as compensation expense during 2005. M Power Futures,
Inc. is dormant at December 31, 2005.

                                26
<PAGE>


In November 2005, M Power attempted to buy Tropical Printing, LLC, a Florida
corporation, by issuing 9,999,999 shares of M Power common stock valued at
$450,000 and promising to raise money for their operations.  On March 10,
2006, M Power failed to raise this money and agreed to cancel this proposed
acquisition.  Because the acquisition was never fully consummated, the assets
and liabilities of Tropical have been excluded from these consolidated
financial statements.

Reverse Stock Split

On May 18, 2005, M Power effected a reverse stock split of its authorized and
issued common stock on a one share for two hundred shares basis.  Following
the reverse stock split, total outstanding shares of common stock was reduced
to 1,374,759 shares.  Also effective on May 18, 2005, M Power's trading symbol
on the Over the Counter Bulletin Board was changed from "GKIG" to "MPWE."

M Power retained the current par value of $0.001 per share for all shares of
common stock. All references in the financial statements to the number of
shares outstanding, per share amounts, and stock option data of M Power's
common stock have been restated to reflect the effect of the reverse stock
split for all periods presented.

Use of Estimates

In preparing financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance
sheet and revenue and expenses in the consolidated statement of operations.
Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, M Power considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

Revenue Recognition

During 2004, M Power earned revenues from technical staffing and general
business support services and these have been reclassified to discontinued
operations.  M Power recognizes such revenues when services have been
performed, collections are reasonably assured and no further obligations
exist.  M Power had no revenues from continuing operations in 2005 or 2004.

Impairment of Long-Lived Assets

In accordance with SFAS No. 142 and SFAS No. 144, long-lived assets, including
goodwill associated with other long-lived assets, are evaluated for impairment
annually or whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.

The amount of any impairment considered necessary would be determined by
comparing the book value of the net assets in the applicable line of business
to fair value using methods such as the present-value of estimated future cash
flows, sale value or other valuation methodologies available at the time,
depending on the stage of development of the line of business and M Power's
intentions at the time an impairment adjustment were considered necessary.

                                27
<PAGE>

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the
consolidated financial statements and consist of taxes currently due plus
deferred taxes resulting from timing differences.  Deferred tax assets and
liabilities represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and liabilities are
recovered or settled.

Stock-Based Compensation

M Power adopted the disclosure requirements of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation and FAS No. 148 with respect
to pro forma disclosure of compensation expense for options issued.  For
purposes of the pro forma disclosures, the fair value of each option grant is
estimated on the grant date using the Black-Scholes option-pricing model.

M Power has chosen to continue to account for stock-based compensation using
the intrinsic value method prescribed in Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees".  Accordingly, compensation
cost for stock options issued to employees is measured as the excess, if any,
of the quoted market price of M Power's stock at the date of the grant over
the amount an employee must pay to acquire the stock.

The following table illustrates the effects of net income (loss) and earnings
(loss) per share if M Power had applied the fair value recognition provisions
of FASB Statement No. 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation.

                                                      For the years ended
                                                          December 31,
                                                  ---------------------------
                                                       2005         2004
                                                  ------------- -------------
                                                    (Restated)
 Net loss, as reported                            $(13,857,536) $ (4,656,826)
 Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
   net of related tax effects                          (36,022)     (157,261)
                                                  ------------- -------------

 Pro forma net income (loss)                      $(13,893,588) $ (4,814,087)
                                                  ============= =============
 Earnings per share:
  Basic and diluted - as reported                 $      (0.71) $    (10.62)
                                                  ============= =============
  Basic - pro forma                               $      (0.71) $    (10.62)
                                                  ============= =============
  Diluted - pro forma                             $      (0.71) $    (10.62)
                                                  ============= =============


Recently issued accounting pronouncements

M Power does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.

                                28

<PAGE>


Property, Plant & Equipment

Property and equipment are carried at cost and as of December 31, 2005
consists of computer equipment. Depreciation is provided using the
straight-line method for financial reporting purposes based on estimated
useful lives of three years. Accumulated depreciation as of December 31, 2005
amounted to $550.

The cost of asset additions and improvements that extend the useful lives of
property and equipment are capitalized. Routine maintenance and repair items
are charged to current operations. The original cost and accumulated
depreciation of asset dispositions are removed from the accounts and any gain
or loss is reflected in the statement of operations in the period of
disposition.

NOTE 2 - RESTATEMENT

Our financial statements for the year ended December 31, 2005 as previously
issued are being restated herein for the following significant errors in the
previously issued financial statements:

   1.  The financial statements as previously issued did not reflect the
       financial statement impact of 14,000,000 shares of common stock issued
       for services at $0.60 per share on May 18, 2005. The effect of this
       omission on results of operations was to increase the net loss as
       previously reported by $8,400,000. Additionally, common stock was
       understated in the amount of $14,000 and additional paid-in capital
       was understated in the amount of $8,386,000.

   2.  The previously issued financial statements did not provide adequate
       disclosure of the retroactive restatement to common stock amounts
       presented for the year ended December 31, 2004 for the reverse stock
       split described in note 1 above. There were no changes to any dollar
       amounts on the basic financial statements.

NOTE 3 - NOTES PAYABLE

At December 31, 2005, M Power had various unsecured notes payable totaling
$107,000 bearing imputed interest rates from 8% to 18% per annum. These notes
payable are due on demand.  M Power is not currently making payments on any of
these notes and is periodically reflecting gain from extinguishment of debt as
the statute of limitations expires on individual note payment obligations.

Interest expense related to these notes payable during 2005 and 2004 was
$79,405 and $79,357, respectively.

NOTE 4 - FEDERAL INCOME TAX

At December 31, 2005, M Power had net operating loss carryforwards of
approximately $395,000 that may be offset against future taxable income.  All
other losses incurred by M Power in 2005 and previous years are not available
due to Internal Revenue Code Section 382 which restricts the deductibility of
prior net operating losses where there has been a change in control.  These
net operating loss carryforwards will expire at approximately $19,750 annually
through the year ending December 31, 2025.

                                29
<PAGE>


Net deferred tax assets consist of the following components as of December 31,
2005:

      Deferred tax asset                          $    134,300
      Valuation allowance                             (134,300)
                                                  -------------
      Net deferred tax asset                      $          -
                                                  =============

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Awalt Group, Inc. commenced litigation against M Power in January 2004.  This
case relates to advertising and promotional services rendered prior to July,
1999.  The Plaintiff is requesting $77,189 for actual amounts invoiced and
$10,000 in attorney's fees. M Power filed an answer, is defending the lawsuit
and believes the statute of limitations has tolled the claim.  The case was
dismissed by the Federal court in 2005 but the plaintiffs have indicated the
intention of re-filing in state court.

11500 Northwest, L.P. commenced litigation against M Power on October 31,
2003.  This case relates to a breach of a lease agreement allegedly entered
into in 1999 for certain office space M Power never occupied.  The suit is for
past due rents, broker's commission of $21,806, tenant improvements of
$51,439, attorney's fees, costs, and prejudgment interest.  M Power intends to
defend the lawsuit, deny breach of the alleged lease agreement and believes
that the statute of limitations has tolled some or all of the claims.

In A lawsuit was filed by Julie Maranto, the former owner of Texas Source
Group, Inc. ("TSG") against us, Texas Source Group, Inc. and Gary Kimmons as
CEO. Damages have not been specified. Based on preliminary discovery, M power
believes that a favorable outcome of this case for GKI, now M Power, will be
reached.

Employment Agreement
--------------------

On February 1, 2003, the M Power entered into a compensation agreement with
its president, Mr. Gary Kimmons. The agreement has a three-year term and
automatically renews for consecutive one-year Terms.  The agreement provides
an annual base compensation of $240,000 and non-qualified stock options to
15,000 shares of Common Stock under the Company's 2004 Stock Option Plan, at a
purchase price of 110% of the closing market price on the date of grant. Upon
his death or disability all unvested warrants will become immediately vested
and exercisable.  M Power may terminate the agreement for cause, or upon the
extended disability or death of Mr. Kimmons. If the agreement is terminated in
connection with a change of control, (1) M Power must pay Mr. Kimmons an
amount equal to approximately three times the sum of his annual base salary
and the average of the last annual incentive bonuses actually paid, (2) all
outstanding warrants immediately vest, (3) welfare and fringe benefits are
provided for one year, (4) the Company must pay the sum of any earned salary
not yet paid.


                                30



<PAGE>



NOTE 6 - STOCK OPTIONS AND WARRANTS

During 1998, M Power established a stock option plan subsequently amended and
now known as the "2004 Stock Option Plan" to promote its interests by
attracting and retaining exceptional employees and directors.  Any employee is
eligible to be designated a participant.  The Board has sole and complete
authority to determine the employees to whom options shall be granted, the
number of each grant and any additional conditions and limitations.  The
exercise price shall not be less than the fair market value of the underlying
shares.

In addition, M Power periodically issues warrants to purchase common stock as
an incentive, as compensation for services or settlement of debt to officers,
directors, employees, and consultants.

The following table is an analysis of warrants for the purchased of M Power's
common stock outstanding as of December 31, 2005 & 2004.

                                      2005                    2004
                         --------------------------  ------------------------
                                          Weighted                  Weighted
                                          Average                    Average
                                          Exercise                  Exercise
                            Shares        Price        Shares       Price
                         ------------  ------------  -----------  -----------
Outstanding, beginning
  of year                      25,753  $       0.34       22,500  $      0.34
Granted                       653,000          0.28      118,056         0.20
Expired/Cancelled                   -          0.34       (2,500)        0.34
Exercised                           -             -     (118,056)           -
                         ------------  ------------  -----------  -----------
Outstanding end of year       678,753  $       0.34       20,000  $      0.20
                         ============  ============  ===========  ===========
Exercisable                   678,753  $       0.34       17,500  $      0.21
                         ============  ============  ===========  ===========

                               Outstanding                  Exercisable
                     --------------------------------  ---------------------
                                 Weighted
                     Number      Average     Weighted  Number       Weighted
                     Outstanding Remaining   Average   Exercisable  Average
Range of             at Dec 31,  Contractual Exercise  at Dec 31,   Exercise
Exercise Prices      2005        Life        Price     2005         Price
-------------------  ----------  ----------  --------  -----------  --------
  $ 0.02               300,000       7.00    $  0.02     300,000    $ 0.02
  $ 0.05               250,000       2.66    $  0.05     250,000    $ 0.05
  $ 0.50               100,000       2.75    $  0.50     100,000    $ 0.50
  $ 0.50                28,253       6.07    $  0.16      28,253    $ 0.16
                     ----------  ----------  --------  -----------  --------
                       678,753       7.55    $  0.12     678,753    $ 0.12
                     ==========  ==========  ========  ===========  ========


NOTE 7 - GAIN ON EXTINGUISHMENT OF DEBT

M Power has certain accounts payable, notes payable, accrued liabilities and
accrued interest which have been outstanding for some time.  M Power's policy
is to write off debts as they become unenforceable, generally within four
years of such a written agreement.  $799,235 and $940,283 have been written
off in 2005 & 2004, respectively.

                                31
<PAGE>


Additionally, during 2004 M Power recorded a loss on extinguishment of debt of
$26,298 relating to certain accounts payable that were paid through the
issuance of common stock.

NOTE 8 - IMPAIRMENT OF GOODWILL

As discussed in Note 1, M Power purchased Ascendant TSG, Inc. (TSG) in August
2004 for 42,857,152 common shares valued at $1,500,000.  At the purchase date,
M Power recorded $1,584,865 in goodwill.

Subsequent to this acquisition, TSG's most significant customer discontinued
its relationship with TSG.  This customer was the source of approximately 98%
of TSG's total revenues for 2004 and approximately 90% of total revenues for
2003.  M Power recorded an impairment of goodwill totaling $1,584,865 in
December 2004.

In addition, M Power impaired goodwill for $136,839 during 2005 related to its
2004 acquisition of Stellar which discontinued operations in 2005.

NOTE 9 - SUBSEQUENT EVENTS

On April 18, 2006, M Power completed a financing agreement for up to
$2,000,000 with private investors.  M Power received the first of three
traunches of the funding which are expected to be completed over the course of
the next several months. The first traunch of funding was in the amount of
$700,000. M Power will be issuing to the Investors secured convertible
debentures totaling $2,000,000 with a 6% interest rate and a maturity date of
April 18, 2009, as these traunches are received. The debentures are
convertible into common shares at a discount (using the "Applicable
Percentage") of the average of the lowest three (3) trading prices during the
twenty (20) trading day period prior to conversion. The Applicable Percentage
means 50%; provided, however, that the Applicable Percentage shall be
increased to (i) 55% in the event that a Registration Statement is filed
within thirty days of the closing and (ii) 60% in the event that the
Registration Statement becomes effective within one hundred and twenty days
from the Closing.  M Power simultaneously issued to the private investors
seven year warrants to purchase 6,000,000 warrants at an exercise price of
$0.10.

NOTE 10 - FAILED ACQUISITIONS

In January 2005, M Power attempted to acquire Corazong Music Management B.V.,
a Dutch corporation for 100 shares of Series B convertible preferred stock
valued at $1,260,000 plus a debt funding agreement. Corazong is a music
recording and production entity that manages a catalog of music recordings.
The acquisition of Corazong was never completed and negotiations were
terminated.

In March 2005, M Power attempted to acquire R.S. Entertainment, Inc. ("RSE")
for stock to be valued at $1,020,000 plus a debt funding agreement. RSE is a
Utah Corporation which provides theatrical film distribution services and
strategic market development.  The acquisition of RSE was never completed and
negotiations were terminated.

In April 2005, M Power attempted to acquire White Canyon, Inc. and Channel
Access, Inc. for 1,000,000 shares of Series C convertible preferred stock and
a debt funding agreement.  In September 2005, negotiations were terminated.

                                32

<PAGE>



In November 2005, M Power attempted to acquire Tropical Printing, LLC for
9,999,999 shares valued at $450,000 plus a debt funding agreement. Tropical is
a Florida corporation providing commercial printing services located in
Sarasota, Florida.  Although the 9,999,999 shares were issued in contemplation
of closing, the acquisition of Tropical Printing was never completed and the
shares were subsequently cancelled.

M Power's acquisition agreements provided for the issuance of common shares as
a penalty to the principals of proposed acquisition targets in the event they
are unable to consummate the transactions.  During 2005, M Power issued shares
related to such provisions with a fair market value on the date of issuance
totaling $13,480. This amount is included in the statement of operations for
2005 as stock for services expense.

NOTE 11 - RELATED PARTY TRANSACTIONS

Related party transactions include transactions with the President and Chief
Executive Officer, Mr. Gary Kimmons. Transactions with Mr. Kimmons included in
these financial statements include accounts payable and accrued expenses as of
December 31, 2005 totaling $35,955. The statement of operations for the years
ended December 31, 2005 & 2004 include interest expense to Mr. Kimmons in the
amounts of $16,649 and $407, respectively. The statements of cash flows
reflect short term borrowings of $269,109 and $12,910 for the years ended
December 31, 2005 & 2004, respectively as well as repayments of short-term
borrowings in the amounts of $269,109 and $16,296, respectively.


                                33


<PAGE>

<PAGE>
Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

Effective  January 13, 2006, the client-auditor relationship between us and
Hansen Barnett & Maxwell, LLC ("HBM") ceased as the former principal
independent accountant was dismissed.  On that same day, we engaged Malone &
Bailey, PC ("Malone") as our principal independent accountant for the fiscal
year ending December 31, 2005. The decision to change accountants from  HBM to
Malone was approved by our Board of Directors on January 13, 2006.

HBM's review of our financial statements for the interim period up to and
including the date the relationship with HBM ceased. HB&M performed no audit
or audit related services for M Power.  HJ & Associates, LLC resigned as M
Power Entertainment's independent certifying accountants effective May 23,
2005.  The termination of our relationship with HJ was unanimously accepted by
our board on directors on May 23, 2005.

HJ's audit report to our consolidated financial statements for the years ended
December 31, 2004 and 2003 includes a modification expressing substantial
doubt as to our company's ability to continue as a going concern, due to our
deficit in working capital and recurring losses.  The audit report contains no
other adverse opinion, disclaimer of opinion or modification as to
uncertainty, audit scope or accounting principle.  There have been no
disagreements with HJ on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures which, if not
resolved to the satisfaction of HJ, would have caused it to make reference to
the subject matter of the disagreement in connection with its report..


Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

M Power maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in its Exchange Act
reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to its management, including its Chief Executive
Officer, to allow timely decisions regarding required disclosure based closely
on the definition of "disclosure controls and procedures" in Rule  13a-15(e).
In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired
control objectives,  and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

At the end of the period covered by this Annual Report, we carried
out an evaluation, under the supervision and with the participation of our
management, including its Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon the
foregoing, our Chief Executive Officer concluded that, as of December 31,
2005, our disclosure controls and procedures were not effective to ensure that
the information required to be disclosed in the Company's Exchange Act reports
was recorded, processed, summarized and reported on a timely basis.



                                34

<PAGE>


In connection  with the completion of its audit of, and the issuance of its
report on the financial statements of M Power for the year ended December 31,
2005, Malone & Bailey, PC identified deficiencies in our internal controls
related to the failure to record the value of common stock issued for
services, the failure to properly record its failed acquisitions and
disclosure controls relating to such transactions during the interim periods
of 2005.  The adjustments to these accounts and the footnote disclosure
deficiencies were detected in the audit process and have been appropriately
recorded and disclosed in this Form 10-KSB.  We are in the process of
improving our internal controls by training our new bookkeeper in an effort to
remediate these deficiencies.  Additional effort is needed to fully remedy
these deficiencies and we are continuing our efforts to improve and strengthen
our control processes and procedures.  Our management and directors will
continue to work with our auditors and other outside advisors to ensure that
our controls and procedures are adequate and effective.

Item 8B. Other Information.

         None.

Item 9.  Directors, Executive Officers, Promoters and Control Persons
         Compliance With Section 16(a) of the Exchange Act.

Directors and Executive Officers.
--------------------------------

     Name                Age   Position
     ------------------------------------------------------------
     Gary F. Kimmons     55    Chairman of the Board, President,
                               Chief Executive Officer and Chief
                               Financial Officer
     Dick Meador         56    Director
     Kathryn Kimmons     52    Director and Secretary

GARY F. KIMMONS, Age 55, has served as chairman of the board since August
1998, and from 1993 until April 1998. Mr. Kimmons has also served as president
and chief executive officer since 1993 and secretary since September 1998. Mr.
Kimmons has extensive experience in the design, development and implementation
of business management and technical training systems. Mr. Kimmons received a
bachelor of science degree in psychology, anthropology, and behavioral science
from Rice University in 1973 and a masters degree in applied industrial
psychology and management science from Stevens Institute of Technology in
1975.

DICK MEADOR, age 56, previously served as Area Manager for Barrand, Inc., a
large regional service provider in the food and beverage industry located in
Pensacola, FL . Prior to Barrand, Mr. Whataburger, Mississippi Gulf Coast.
Meador was COO/Partner in WQSR LP dba He was responsible for all issues
corporate operations. Prior to his tenure with Whataburger, Inc., Meador
worked with several other large food service providers in a similar capacity.
Mr. Meador attended The University of Arkansas and the University of Houston,
majoring in Economics and Psychology.

KATHRYN KIMMONS, age 52, currently serves as the Secretary and a
Director and has held the position from Junes, 2002. Mrs. Kimmons has over 20
years of experience in the entertainment industry as well as 10 years in
retail sales and operations. A business entrepreneur who has founded her own
entertainment business as well as a retail business selling antiques and
collectibles, Mrs. Kimmons is experienced merchandising presentation, interior
and retail buying.

                                35
<PAGE>


Family Relationships.
-------------------

Gary Kimmons and Kathryn Kimmons are husband and wife.

Section 16(a) Beneficial Ownership Compliance.
--------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers, directors and persons who own more than ten percent of our shares of
common stock, to file initial reports of beneficial ownership on Form 3,
changes in beneficial ownership on Form 4 and an annual statement of
beneficial ownership on Form 5, with the SEC. Such executive officers,
directors and greater than ten percent shareholders are required by SEC rules
to furnish us with copies of all such forms that they have filed.

Based solely on our review of the copies of such forms filed with the SEC
electronically, received by us and representations from certain reporting
persons, for the fiscal year ended December 31, 2005, none of the officers,
directors and more than 10% beneficial owners have filed Form 5's with the
SEC.

Code of Ethics
-------------

M Power has adopted a code of ethics for our principal executive officers
which is posted on our internet website at www.mpe.us.


Item 10.  Executive Compensation.

The following table sets forth the aggregate compensation paid for services
rendered during the periods indicated:

<TABLE>
<CAPTION>

                          SUMMARY COMPENSATION TABLE
                          ---------------------------
                                                        Long Term Compensation
                                                      --------------------------
                               Annual Compensation       Awards          Payouts
                          --------------------------- ----------------- --------
                                                                 Secur-         All
                                            Other                ities    ($)   Other
Name and         Year or                    Annual    Restricted Under-   LTIP  Compen-
Principal        Period   Salary     Bonus  Compen-   Stock      lying    Pay-  sation
Position         Ended    ($)        ($)    sation($) Awards     Options  outs  ($)
(a)              (b)      (c)        (d)    (e)       (f)        (g)(#)   (h)   (i)
---------------  -------  ---------- -----  --------- ---------- -------  ----  --------

              <c>      <c>        <c>    <c>       <c>        <c>      <c>   <c>
Gary F.
Kimmons (1)(2)   2005     $ 240,000     0   $      0        0        0     0     0
President, CEO   2004     $ 240,000     0   $      0        0        0     0     0
and Director     2003     $ 240,000     0   $      0        0        0     0     0

</TABLE>

(1)  Mr. Kimmons, the President and CEO of the Company is currently subject to
an Employment Agreement with the Company. See "Employment Contracts" below.

                                36
<PAGE>


(2)   For 2005 and 2004, Mr. Kimmon's base salary was $240,000. In 2005, Mr.
Kimmon's was paid through the issuance of 4,500,000 (pre-split) shares of
common stock in February, 2005, which issuance paid overdue accrued
compensation for 2004.

(3)   For 2003, Mr. Kimmon's base salary was $240,000. $118,760 of which was
paid in cash, $20,000 of which was paid through the issuance of warrants to
acquire 80,000 shares of common stock exercisable at $0.35 per share until
December 31, 2007, and $101,239 of which was paid on March 25, 2004 in the
form of 8,230,861 shares of restricted common stock issued to Mr. Kimmons at a
price of $0.0123 per share. In 2002, Mr. Kimmons received a base salary of
$240,000, $130,000 of which was paid through the issuance of 1,300,000
post-reverse split adjusted restricted shares of common stock and $110,000 of
which was paid in 2003 in the form of a warrant entitling Mr. Kimmons to (3)
January 31, 2006. The agreement defines a change of control as:(1) any person
acquiring 30% of Company or if Mr. Kimmons' voting rights are outstanding
shares, (2) if during a two year  the board of directors (and any new on
purchase 520,000 shares of common stock at a price of $0.35 per share.

Employment Contract
------------------

On February 1, 2003, the Company entered into a new employment agreement with
Mr. Kimmons. The agreement provides for a three-year term that automatically
renews at the end of the term for consecutive one-year terms, and which
provides for an annual base compensation of $240,000 and non-qualified stock
options to 3,000,000 shares of Common Stock under the Company's 2003 Stock
Option Plan, at a purchase price of $0.18 per share (110% of the closing
market price on the date of grant). Options to purchase 1,000,000 shares are
exercisable immediately, options to purchase 1,000,000 shares vest and shall
be exercisable at such time as the Company is current and filed its annual and
quarterly reports for the years 2000, 2001 and 2002 and any reports then due
for the fiscal year 2003, and options to purchase 1,000,000 shares vest and
shall be exercisable at such time as the Company has raised a minimum of
$500,000 in investment capital. Upon Mr. Kimmon's death or disability all
unvested warrants will become immediately vested and exercisable. The Company
may terminate the agreement for cause, or upon the extended disability or
death of Mr. Kimmons. Mr. Kimmons may terminate the agreement for good reason,
which is defined as (1) diminution of duties, (2) failure by the Company to
comply with the agreement, (3) a requirement by the Company for Mr. Kimmons to
move locations, (4) any purported termination other than as permitted in the
agreement, (5) a change of control, or (6) failure to have a successor
corporation assume the agreement. If the agreement is terminated in connection
with a change of control, (1) the Company must pay Mr. Kimmons an amount equal
to approximately three times the sum of his annual base salary and the average
of the last annual incentive bonuses actually paid, (2) all outstanding
warrants immediately vest, (3) welfare and fringe benefits are provided for
one year, (4) the Company must pay the sum of any earned salary not yet paid,
deferred compensation and an amount equal to 150% of the value of Mr. Kimmons
accrued benefits in any Company long term incentive plan times a fraction
equal to the months worked in the performance period before termination
divided by the total performance period. If the agreement is terminated for
cause or Mr. Kimmons terminates for other than good reason, the Company shall
pay earned but unpaid salary and any vested benefits payable to him under a
plan or policy. In the event of a change of control, Mr. Kimmons will remain
with the Company until the later of: (1) 15 days after the one year
anniversary of the change of control, (2) 15 days after the anniversary date
of any merger, the reduced to less than 30% of the period, individuals who
were directors elected by two-thirds of directors in office at the beginning
of the period or whose election or nomination was so approved) cease to be a
majority of the board of directors, (3) if the shareholders approve a merger
or consolidation (other than a merger in which company shareholders own at
least 50% of surviving entity), or (4) a complete liquidation.

                                37

<PAGE>

Director Compensation
--------------------

On December 31, 2005, we entered into a Director's Agreement to retain the
services of Dick Meador as a member of the Board of Directors. Under the
Agreement Mr. Meador will serve as a Director from January 1, 2006 through
December 31, 2006 and will receive compensation of 300,000 restricted shares
of common stock or warrants to purchase 300,000 restricted shares of common
shares. As a result of this Agreement, Mr. Meador received a warrant on
December 31, 2005 to purchase up to 300,000 shares of unregistered common
stock exercisable at $0.08 per share until December 31, 2011.

Stock Options and Warrants
-------------------------

On March 31, 2004 the Board of Directors approved and adopted the GK
Intelligent Systems, Inc. 2004 Stock Option Plan ("2004 Plan") which became
effective April 5, 2004. The 2004 Plan was established in order to provide a
method to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to employees and
consultants and to promote the success of the Company's business through the
issuance of options, stock purchase rights, other stock-based awards, and
other benefits. Options granted under the 2004 Plan may be Incentive Stock
Options as defined in Section 422 of the Internal Revenue Code or
Non-Qualified Stock Options. The number of common shares authorized under the
2004 Plan is thirty million (30,000,000).

All issuances in 2005 and 2004 were made against the 2004 plan. On August 22,
2005, the 2004 Stock Option Plan was amended to add 40,000,000 shares to the
plan and became effective on September 9, 2005.

As of December 31, 2005, there were non-qualified stock options outstanding to
purchase 678,253 shares of common stock, of which 678,253 were exercisable.
For the fiscal year ended December 31, 2005, the Company did not maintain any
long-term retirement or other benefit plan, except as described in this
report.

Non-Employee-Directors and Consultants Retainer Stock Plan
---------------------------------------------------------

On March 31, 2004 the Board of Directors approved and adopted the Non
Employee-Directors and Consultants Retainer Stock Plan for the Year 2004. The
plan was established in order to provide a method whereby chosen directors and
persons providing services to the Company may be offered incentives in
addition to those presently available, and may be stimulated by increased
personal involvement in the fortunes and success of the Company, thereby
advancing the interests of the Company and its shareholders. The number of
common shares authorized under the plan is two million (2,000,000).

All issuances in 2005 and 2004 were made against the 2004 plan.

Option Grants Table
------------------

The following tables reflect certain information, with respect to stock
options granted under the Company's stock option plans to certain executive
officers and directors during fiscal 2005.

                                38
<PAGE>


              OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

                    Number Of    % Of Total
                    Securities   Options
                    Underlying   Granted To   Exercise
                    Options      Employees    Or Base
                    Granted      In Fiscal    Price            Expiration
Name                (#)          Year(%)      ($/Sh)(1)        Date
------------------- ------------ ------------ ---------------- --------------
Gary Kimmons                0         0%         0             (Note 1)
Kathryn Kimmons             0         0%         0                 0
Dick Meador           300,000       100%      $0.08            12/31/10
------------------- ------------ ------------ ---------------- -------------

     (1)  In 2005 and 2004 Gary Kimmons received no options. In 2003, Gary
Kimmons received the following options and/or warrants: (a) a warrant to
purchase up to 2,600  shares at the exercise price of $70.00 per share
exercisable until December 31, 2007, which represented part of Mr. Kimmons'
compensation for 2002; (b) a warrant to purchase up to 400  shares at the
exercise price of $70.00  per share exercisable until December 31, 2007; and
(c) an option to purchase up to 15,000  shares at the exercise price of $36.00
per share which was granted to Mr. Kimmons in connection with his February 1,
2003 employment agreement, exercisable until February 1, 2013 (of which 15,000
shares are presently exercisable, and the balance shall become exercisable
when the Company has raised a minimum of $500,000 in investment capital).

Option Exercise and Year End-Value Table
----------------------------------------

The following tables reflect certain information, with respect to the exercise
of stock options by certain executive officers during fiscal 2005, on a
post-reverse split adjusted basis:

<TABLE>
<CAPTION>

     AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
                  AND YEAR-END OPTION/SAR VALUE

                                             Number Of
                                             Securities             Value Of
                                             Underlying             Unexercised
                                             Unexercised            In-The-Money
                                             Options/Warrants At    Options At
                                             Fy-End(#)              Fy-End($)(1)
                 Shares        Value     --------------------------------------
                 Acquired On  Realized      Exercisable (E)/        Exercisable(E)/
Name             Exercise(#)    ($)        Unexercisable (U)      Unexercisable(U)*
---------------- ------------ -------- ------------------------- ------------------

              <c>          <c>      <c>                          <c>
Gary Kimmons(1)      0           0         18,000 (E)/5,000(U)         0(E)/0(U)
Dick Meador          0           0        304,500 (E)/0(U)             0(E)/0(U)
Kathryn Kimmons      0           0              0 (E)/0(U)             0(E)/0(U)




                                39
</TABLE>
<PAGE>

* Computed based on the differences between the closing market price and
  aggregate exercise prices as of December 31, 2005.


(1) Includes warrants to purchase 3,000  shares of Company Common
    Stock exercisable at $70.00  per share, which were fully vested as of
    December 31, 2003. None of the warrants have been exercised, nor have any
    expired as of the date of this report.


Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

(a)  Security Ownership of Certain Beneficial Owners

The following table sets forth security ownership information as of the close
of business on March 24, 2006, for any person or group, known by the Company
to own more than five percent (5%) of our voting securities. The information
set forth in this Item 11 has been adjusted to reflect the 1:200 reverse stock
split effected May 18, 2005.

                                          Number of
                                          Shares           Percent of
                                          Beneficially     Outstanding
Name of Beneficial Owner                  Owned(1)         Shares
-----------------------------------------------------------------------------
Gary F. Kimmons(2)(3).................... 13,115,742        18.1%
Kathryn Kimmons(4)....................... 13,115,742        18.1%
Steven Reuther ..........................  8,888,888        12.3%
__________________
     1.   All amounts shown in this column include shares obtainable upon
          exercise of stock options or warrants currently exercisable or
          exercisable within 60 days of the date of this table.

     2.   Mr. Kimmons is a general partner of the Kimmons Family Partnership,
          Ltd., and as such has the sole voting, investment and disposition
          power over the 33,633 shares of Common Stock owned by the
          partnership.

     3.   Mr. Kimmons is deemed to own 13,115,742 shares (a)13,064,106 shares
          owned of record by Mr. Kimmons, (b) 33,636 of these shares owned of
          record by the Kimmons Family Partnership, Ltd., by virtue of Mr.
          Kimmons being the General Partner of the Kimmons Family Partnership,
          Ltd., (c)  3,000 of these shares by virtue of warrants to purchase
          these shares, and (d) 15,000 of these shares by virtue of options to
          purchase these shares (options to purchase 15,000 of these shares
          have already vested.)

     4.   Mrs. Kimmons is deemed to have indirect beneficial ownership of
          these shares, as the spouse of Gary F. Kimmons.

The address of all persons listed above is 2602 Yorktown Place, Houston, Texas
77056

(b)  Security Ownership of Management

The following table sets forth security ownership information as of the close
of business on January 21, 2006, of all directors, executive officer listed in
the "Summary Compensation Table" set forth herein, and all directors and
executive officers as a group.

                                40
<PAGE>



                                          Number of
                                          Shares           Percent of
                                          Beneficially     Outstanding
Name of Beneficial Owner                  Owned(1)         Shares
------------------------------------------------------------------------------
Gary F. Kimmons (2) (3)...................  13,115,742     18.10%
Kathryn Kimmons (4).......................  13,115,742     18.10%
Dick Meador(5)............................     304,500      0.17%
All directors and executive.
  officers (3 Persons)....................  13,420,242     26.50%

    1.  All amounts shown in this column include shares obtainable upon
        exercise of stock options or warrants currently exercisable or
        exercisable within 60 days of the date of this table.

    2.  Mr. Kimmons is a general partner of a the Kimmons Family Partnership,
        Ltd., and as such has the sole voting, investment and disposition
        power over the 33,636  shares of Common Stock owned by the
        partnership.

    3.  Mr. Kimmons is deemed to own 13,115,742 shares (a)13,064,106 shares
        owned of record by Mr. Kimmons, (b) 33,636 of these shares owned of
        record by the Kimmons Family Partnership, Ltd., by virtue of Mr.
        Kimmons being the General Partner of the Kimmons Family Partnership,
        Ltd., (c) 3,000 of these shares by virtue of warrants to purchase
        these shares, and (d)  15,000 of these shares by virtue of options to
        purchase these shares (options to purchase 15,000  of these shares
        have already vested.)

    4.  Mrs. Kimmons is deemed to have indirect beneficial ownership of these
        shares, as the spouse of Gary F. Kimmons.

    5.  Mr. Meador is deemed to own  304,500 of these shares by virtue of a
        warrant to purchase these shares.

(c)  Changes in Control.

To the best of our knowledge there are no present arrangements or pledges of
our securities, which may result in a change in our control.

There are certain contractual provisions which may deter an outside party from
attempting to acquire control of us. Such provisions include:

     1. The Employment Agreement with Gary F. Kimmons. For a summary
        description of the Employment Agreement with Mr. Kimmons and its
        change in control provisions, see Item 10 Executive Compensation in
        this report.

     2. Our Non-Employee Directors and Consultants Retainer Stock Plan for the
        year 2004 provides that in the event of a change in control (as
        defined in the Plan) occurs, certain deferred stock accounts under the
        plan will be immediately credited with the amount and kind of shares
        that the holder would ordinarily have received at a later date,
        certain other adjustments may be made to reflect the effectiveness of
        the transaction, and the committee may adjust the plan. No shares have
        been issued and no deferred stock accounts have yet been credited
        under this Plan as of the date of this report.


                                41
<PAGE>


     3. Both our 2003 Stock Option Plan and 2004 Stock Option Plan have
        "change in control" or "transfer of control" provisions, which permit
        options to have accelerated or immediate vesting, and provide for
        certain other rights, in the event of a "change in control" or
        "transfer of control", as defined in the respective plans.


Item 12.  Certain Relationships and Related Transactions.

           None.

Item 13.  Exhibits.

Exhibit
Number         Description of Exhibit
-----------------------------------------------------
2.1  Corporate Reorganization Agreement between the Company and Julie Maranto,
     dated August 13, 2004 (included as Exhibit 2.1 to the Form 8-K filed
     August 19, 2004, and incorporated herein by reference).

3.1  Amended and Restated Certificate of Incorporation, dated August 11, 1995
     (included as Exhibit 3.(i) to the Form 10-SB12G filed January 24, 1997,
     and incorporated herein by reference).

3.2  Amended and Restated Bylaws, dated August 11, 1995 (included as Exhibit
     3.(ii) to the Form 10-SB12G filed January 24, 1997, and incorporated
     herein by reference).

3.3  Certificate of Amendment to the Certificate of Incorporation (included as
     Exhibit 3.3 to the Form 10-KSB filed September 14, 1998, and incorporated
     herein by reference).

3.4  Certificate of Amendment to the Certificate of Incorporation (included as
     Exhibit 3.(i) to the Form 10-QSB filed May 5, 2003, and incorporated
     herein by reference).

3.5  Certificate of Amendment to the Certificate of Incorporation (included as
     exhibit 3.1 to the Current Report of Form 8-K on May 19, 2005, and
     incorporated herein by reference).

4.1  Registration Rights Agreement between the Company and Benchmark
     Consulting Inc., dated May 30, 2003 (included as Exhibit 10.37 to the
     Form 10-QSB filed August 18, 2003, and incorporated herein by reference).

4.2  Warrant Agreement between the Company and Benchmark Consulting Inc.,
     dated May 30, 2003 (included as Exhibit 10.38 to the Form 10-QSB filed
     August 18, 2003, and incorporated herein by reference).

4.3  Amended and Restated Certificate of Designation for Series B Convertible
     Preferred Stock, dated March 2, 2005 (included as Exhibit 4.1 to the Form
     8-K filed March 10, 2005, and incorporated herein by reference).

4.4  Certificate of Designation for Series C Convertible Preferred Stock,
     dated April 1, 2005 (included as Exhibit 4.1 to the Form 8-K filed April
     13, 2005, and incorporated herein by reference).

4.5  Certificate of Designation of Series of Preferred Stock (included as
     Exhibit 3.1 to Form 8-K filed January 25, 2006 and incorporated herein by
     reference

                                42
<PAGE>


10.1 Promissory Note between the Company and BDO Seidman LLP, dated June 2,
     2002 (included as Exhibit 10.22 to the Form 8-K filed November 6, 2002,
     and incorporated herein by reference).

10.2 Non-Employee Directors and Consultants Retainer Stock Plan for the Year
     2003, dated April 1, 2003 (included as Exhibit 4.2 to the Form S-8 filed
     May 12, 2003, and incorporated herein by reference).

10.3 2004 Stock Option Plan (included as Exhibit 4.1 to the Form S-8 filed
     April 5, 2004, and incorporated herein by reference).

10.4 Consulting Agreement between the Company and Deanna Slater, dated May
     14, 2004 (included as Exhibit 10.68 to the Form 10-QSB filed May 19,
     2004, and incorporated herein by reference).

10.5 Referral Fee Agreement between the Company and Shay Kronfeld, dated July
     23, 2004 (included as Exhibit 10.23 to the Form 10-QSB filed November
     22, 2004, and incorporated herein by reference).

10.6 Sublease Agreement between the Company and 432 Group, LLC, dated October
     1, 2004 (included as Exhibit 10.25 to the Form 10-QSB filed November 22,
     2004, and incorporated herein by reference).

10.7 Letter re: Agreement to retain Rubenstein Investor Relations, Inc.,
     dated September 15, 2004 (included as Exhibit 99.2 to the Form 8-K filed
     September 27, 2004, and incorporated herein by reference).

10.8 Referral Fee Agreement between the Company and Wade Brooks, dated August
     30, 2004 (included as Exhibit 10.27 to the Form 10-QSB filed November
     22, 2004, and incorporated herein by reference).

10.9 Referral Fee Agreement between the Company and Barry Bergman, dated
     September 9, 2004 (included as Exhibit 10.28 to the Form 10-QSB filed
     November 22, 2004, and incorporated herein by reference).

10.10 Referral Fee Agreement between the Company and Hantman & Associates
      and/or Robert Hantman, dated August 27, 2004 (included as Exhibit 10.29
      to the Form 10-QSB filed November 22, 2004, and incorporated herein by
      reference).

10.11 Amended 2004 Stock Option Plan (included as Exhibit 4.1 to the Form S-8
      filed December 28, 2004, and incorporated herein by reference).

10.12 Consulting Agreement between the Company and Alan Howarth, dated May
      18, 2005 (included as Exhibit 10.80 to the Form 10QSB for June
      30, 2005 and filed on August 22, 2005 and incorporated herein by
      reference).

10.13 Purchase Agreement between the Company and Alan Howarth, Gordon Jones,
      Gary Kimmons, and Sheila Testa, dated May 25, 2005 (included as Exhibit
      10.81 to the Form 10QSB for June 30, 2005 and filed on August 22, 2005
      and incorporated herein by reference).

10.14 Purchase Agreement between the Company and Sunil Nariani, dated May 31,
      2005 (included as Exhibit 10.82 to the Form 10QSB for June 30, 2005 and
      filed on August 22, 2005 and incorporated herein by reference).



                                43
<PAGE>


10.15 Consulting Services Agreement between the Company and Ronald C. Rogers,
      dated July 13, 2005 (included as Exhibit 10.83 to the Form 10QSB for
      June 30, 2005 and filed on August 22, 2005 and incorporated herein by
      reference).

10.16 Consulting Services Agreement between the Company and William R.
      Slaughter, dated July 13, 2005 (included as Exhibit 10.84 to the Form
      10QSB for June 30, 2005 and filed on August 22, 2005 and incorporated
      herein by reference).

10.17 Consulting Services Agreement between the Company and Mark Laisure,
      dated May 15, 2005 (included as Exhibit 10.85 to the Form 10QSB for
      June 30, 2005 and filed on August 22, 2005 and incorporated herein by
      reference).

10.18 Consulting Services Agreement between the Company and Sheila Testa
      dated May 15 2005  (Filed with Form 10-KSB on April 20, 2006 as
      Exhibit 10.18, and incorporated herein by reference)

10.19 Consulting Services Agreement between the Company and Bill Macdonald
      dated June 16, 2005  (Filed with Form 10-KSB on April 20, 2006 as
      Exhibit 10.19 and incorporated herein by reference)

10.20 Investment Banking Agreement between the Company and Santa Fe Capital
      dated August 19, 2005  (Filed with Form 10-KSB on April 20, 2006 as
      Exhibit 10.20 and incorporated herein by reference)

10.21 Consulting Services Agreement between the Company and Sharon Shayner
      dated September 9, 2005 (Filed with Form 10-KSB on April 20, 2006 as
      Exhibit 10.21 and incorporated herein by reference)

10.22 Consulting Services Agreement between the Company and Meir Duke dated
      September 9, 2005  (Filed with Form 10-KSB on April 20, 2006 as Exhibit
      10.22 and incorporated herein by reference)

10.23 Amended 2004 Stock Option Plan (included as Exhibit 4.1 to the Form
      S-8 filed September 1, 2005, and incorporated herein by reference).

10.24 Investor Relations Agreement between the Company and Prestige
      Procurement and Networking Services dated October 28, 2005
      (Filed with Form 10-KSB on April 20, 2006 as Exhibit 10.24 and
      incorporated herein by reference)

10.25 Consulting Services Agreement between the Company and Sheila Testa
      dated November 16, 2005  (Filed with Form 10-KSB on April 20, 2006 as
      Exhibit 10.25 and incorporated herein by reference)

10.26 Purchase Agreement between the Company and Steven Reuther and Samuel
      Mauro, dated November 21, 2005 (included as Exhibit 2.1 to the Form 8-K
      filed December 15, 2005, and incorporated herein by reference).

10.27 Employment Agreement between the Company and Tropical Printing LLC. and
      Steven Reuther, dated November 22, 2005 (Filed with Form 10-KSB on
      April 20, 2006 as Exhibit 10.27 and incorporated herein by reference)

10.28 Employment Agreement between the Company and Tropical Printing LLC. and
      Samuel Mauro, dated November 22, 2005  (Filed with Form 10-KSB on April
      20, 2006 as Exhibit 10.28 and incorporated herein by reference)



                                44
<PAGE>

10.29 Non-Employee Director Agreement between the Company and Dick Meador,
      dated December 31, 2005 (Filed with Form 10-KSB on April 20, 2006 as
      Exhibit 10.29 and incorporated herein by reference)

10.30 Agency Agreement between the Company and Steven Reuther, dated December
      13, 2005 (Filed with Form 10-KSB on April 20, 2006 as  Exhibit 10.30
      and incorporated herein by reference)

21.1  List of Subsidiaries (Filed Form 10-KSB/A1 on April 21, 2006 and
      incorporated herein by reference)

31.1  Certification of the Chief Executive Officer/Chief Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
      herewith)

32.1  Certification of Officers pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      (Filed  herewith)


Item 14. Principal Accountant Fees and Services.


Independent Public Accountants
-----------------------------

Our independent accountants for the fiscal years ended December
31, 2005 and 2004 were HJ & Associates, LLC and Hansen, Barnett & Maxwell of
Salt Lake City, Utah

(a)  Audit Fees. During the fiscal years ended December 31, 2005 and 2004, the
aggregate fees billed by HJ & Associates LLC, and Hansen, Barnett & Maxwell
for services rendered for the audit of our annual financial statements and the
review of the financial statements included in our quarterly reports on Form
10-QSB or services provided in connection with the statutory and regulatory
filings or engagements for those fiscal years, was $16,510 and $28,152,
respectively.

(b)  Audit-Related Fees. During the fiscal years ended December 31, 2005 and
2004 our auditors, HJ & Associates LLC, and Hansen, Barnett & Maxwell did not
receive any fees for any audit-related services other than as set forth in
paragraph (a) above.

(c)  Tax Fees. Our auditors did not provide tax compliance or tax planning
advice during the fiscal years ended December 31, 2005 and 2004.

(d)  Other Fees. During the fiscal years ended December 31, 2005 and 2004, our
auditors, HJ & Associates, LLC and Hansen, Barnett & Maxwell did not receive
any fees for services rendered, other than those described above.


                                45

<PAGE>


                            SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.

                                 M Power Entertainment Inc.
Dated: May 4, 2006               /s/ Gary F. Kimmons
                                 ----------------------------------------
                                 By: Gary F. Kimmons Its: Chief Executive
                                     Officer and Chief Financial Officer

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Date: May 4, 2006               /s/ Gary F. Kimmons
                                ----------------------
                                Gary F. Kimmons, Director


Date: May 4, 2006               /s/ Dick Meador
                                ----------------------
                                Dick Meador, Director


Date: May 4, 2006               /s/ Kathryn Kimmons
                                ----------------------
                                Kathryn Kimmons, Director




                                46