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


                          FORM 10-KSB/A
                         Amendment No. 1

              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.
          ----------------------------------------------
          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)

                          (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 [ ]


     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> 2

                        TABLE OF CONTENTS

ITEMS                                                                    PAGE
-----                                                                    ----

                              PART I

Item 1.    Description of Business........................................  4
Item 2.    Description of Property ....................................... 17
Item 3.    Legal Proceedings.............................................. 18
Item 4.    Submission of Matters to a Vote of Security Holders............ 19

                             PART II

Item 5.    Market for Common Equity, Related Stockholder Matters
           and Small Business Repurchases of Equity Securities ........... 19
Item 6.    Management's Discussion and Analysis or Plan of Operation...... 20
Item 7.    Financial Statements .......................................... 22
Item 8.    Changes In and Disagreements With Accountants on
           Accounting and Financial Disclosure............................ 34
Item 8A.   Controls and Procedures........................................ 34
Item 8B.   Other Information.............................................. 34

                             PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(a) of the Exchange Act...............34
Item 10.   Executive Compensation ........................................ 35
Item 11.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters..................... 35
Item 12.   Certain Relationships and Related Transactions................. 41
Item 13.   Exhibits....................................................... 41
Item 14.   Principal Accountant Fees and Services......................... 44

<PAGE> 3




                              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, we acquired all the issued and outstanding common stock
of Tropical Printing, LLC, a Florida corporation, in exchange for 9,999,999
shares of our common stock valued at $450,000. As a stipulation of the
Acquisition Agreement, we will receive 1% of all of Tropical Printing, LLC's
gross revenues, paid on a monthly basis.  Tropical Printing, LLC is a
full-service commercial printing operation located in Sarasota, Florida. It
specializes in "turn-key" printing, and currently has several continuing
contracts to print magazines and other monthly periodicals. It also derives a
large portion of its revenues from the printing and distributing of tickets
and programs for live entertainment
events.

      HJ & Associates, LLC, Certified Public Accountants ("HJ"), resigned as
our 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. 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 certifying
accountants.  On January 13, 2006, our board of directors unanimously approved
a resolution to replace Hansen Barnett & Maxwell, LLC with Malone & Bailey
LLC, a certifying and 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.  Pursuant to an agreement effective August 1994, we acquired GK
Intelligent Systems, Inc., a Texas corporation, and GK Intelligent Systems
became our wholly owned subsidiary.  In August 1994, we also changed our name
to GK Intelligent Systems, Inc.   In September 1997, we merged with our wholly
owned subsidiary, GK Intelligent Systems.

    As GK Intelligent Systems, we became an American Stock Exchange company in
1998 and traded under the symbol "GKI."  During our initial years, our
business was concentrated in advanced learning technology and products.  We
operated through our affiliation with internationally-known entities such as
AT&T, the US Dept of Transportation, NCR Corporation, Microelectronics
Computer Consortium, Radio Shack, National Geographic, The Smithsonian and
AOL.


                                3

<PAGE>

     Early in 1998, we began marketing our learning technology called Smart
One(SM), intelligent training software that adapts to the learning styles and
abilities of individual users.  Smart One, was designated as an official
flagship (software) technology of the United Nations.  The Director of Global
Technology for the UN, Dr. Joseph Ben Dak, joined our Board to facilitate a
global implementation.

     In early 1999, we developed our first product, Around the Web in 80
Minutes that targeted consumers desiring to learn how to use the Internet. It
combined artificial intelligence, multimedia technology and advanced
instructional techniques to deliver training more efficiently and
cost-effectively than traditional computer-based training.  Approximately
thirty thousand copies of the product were sold retail. The retailers of
America selected GKI and its product as "best new technology", "best retail
marketing strategy" and "best overall for show" at their Retail XChange
conference in February, 1999. Around the Web in 80 Minutes was distributed
internationally.   In April and May of 1999, we worked on an Internet Explorer
version of the product in conjunction with AOL, and had completed a beta
version of the new product ready for AOL market testing. Also, we developed
the IPS technology suite consisting in part of Smart One(SM), Smart
Enterprise(SM), and Adaptive Dynamic Interfacing, the precursor of "Doorways."

     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.

     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 the 2003-2005 period was to acquire
revenue-generating private companies.  We acquired several companies with this
objective in mind, including a technical staffing company (Stellar Software
Network,) a software technology consulting company (Ascendant TSG, Inc.,) a
company specializing in producing music for film and TV (M Power Releasing,
fka R.S. Entertainment,) a film distribution company, a business printing
company (Tropical Printing LLC,) and a Dutch music production company
(Corazong Music Management B.V.)  None of these entities are with us today for
various reasons.  One significant factor was 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
creating a new Internet service offering in the form of lifestyle
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.


                                4

<PAGE>

    Therefore in 2005 companies with which we became disassociated with were
Stellar Software Network, M Power Releasing (fka R.S. Entertainment), Corazong
Music Management B.V., and Ascendant TSG.

Current Business Activities

     M Power Entertainment is creating 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" reflects 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 Pricewaterhouse Coopers, 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.

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 are implementing 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 gives us an
opportunity to leverage our previous experience with software design and
development and Internet technology.  Second, it is a more focused and
coherent strategy.  By focusing on a single objective, we believe we can be
more effective as an organization.


                                5

<PAGE>


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

1.    Creeation 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", 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
        passed along to our parent company; and
     .  Raise approximately $20 million via a private placement or secondary
        offering to pay for the first phase of "Doorways" development and
        implementation.

     We are now taking the following actions in conjunction with our new
imperative.  We are:

     .  Divesting those acquisitions that do not support our new model;
     .  Implementing a new public relations campaign geared to bring
        attention to us and to "Doorways"; and
     .  Fostering 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.







                                6

<PAGE>

     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 are now pursuing 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, a
market Price Waterhouse Coopers estimates at $1.9 trillion, as reported by
EchoOnLine in an article dated October 14, 2005 . "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.

     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.


                                7

<PAGE>



"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.

     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.

                                8

<PAGE>

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 either have or 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.

     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 $191,000, paid in the form of the 8,025,211 shares of
our common stock.  Stellar is a Texas corporation that hires 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.  According to the terms of the Purchase Agreement,
we acquired all of TSG's issued and outstanding common stock in exchange for
42,857,153 shares of our common stock valued at $1,500,000.  TSG is a Texas
corporation, which acts 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. The Maranto case has been settled through mediation and
settlement documents are being circulated amongst the parties.

                                9

<PAGE>

     On January 17, 2005, we entered into a Purchase Agreement with
two unrelated individuals, whereby we acquired all of the issued and
outstanding common stock of Corazong Music Management B.V., a Dutch
corporation ("Corazong"), in exchange 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. Although the Agreement was on February 11,
2005 and the common stock has been issued, the transaction is not considered
consummated to date, as we have not yet been able to provide the $1,500,000
line of credit as provided in the Agreement.  As an additional stipulation of
the Agreement with Corazong, the sellers have retained the right to repurchase
49% of Corazong for a period of up to two years.

     Corazong, formerly a privately-held European company, is a music
recording and production entity that released its first music CD in 1999 and
is currently attempting to expand its operations into Western Europe and the
United States.  The most significant asset currently managed by Corazong is
its catalog of music recordings.

     On March 2, 2005, we agreed to purchase all of the outstanding common
stock of R.S. Entertainment, Inc., a Utah Corporation, ("RSE") for
$1,020,000 in shares of the Company's unregistered common stock, or in the
equivalent value of Series B preferred shares.   We also agreed to provide RSE
with a $2,500,000 line of credit to be used for print and advertising funds
for the films it distributes. By providing the print and advertising money for
the films it distributes, RSE expects to retain a substantial percentage of
the box office and residual revenues from the films.  The Line of Credit is
expected to be available to RSE upon our successful completion of our proposed
financing.

      The Sellers have the right to rescind the Agreement, due to the fact
that the line of credit was not available after 120 days of the closing date.
Should this Agreement be rescinded, the Sellers will return our shares
received as part of the purchase price for the RSE stock.  Sellers shall
retain any shares issued in connection with their employment with RSE
(subsequent to March 2, 2005) as liquidated damages. Although the Agreement
has been signed and the common shares have been issued, the acquisition is not
yet considered to have been consummated, as the contracted line of credit has
not yet been provided.

     Specializing in the independent motion picture industry, RSE provide
theatrical film distribution services and strategic market development.  RSE
works with third parties in creative advertising, media placement and public
relations to achieve maximum box office return for their clients.  RSE also
offers complete distribution services for clients whether the release is
limited, regional or nationwide.

     The founders of R.S. are Ron Rodgers and Randy Slaughter.  Each has over
35 years of theatrical distribution and marketing experience.  Both Mr.
Rodgers and Mr. Slaughter will retain their executive positions with RSE
subsequent to its acquisition by us.

     On April 7, 2005, we entered into a Purchase Agreement with two unrelated
individuals, in order to acquire 100% of the issued and outstanding common
stock of White Canyon, Inc. ("White Canyon") and Channel Access, Inc.
("Channel Access").  According to the terms of the Agreement, we issued to the
individuals an aggregate of 1,000,000 shares of restricted Series C
convertible preferred stock, each share of which may be converted into four
shares of post-split restricted common stock, or redeemed by us at $4.00 per
share.  Additionally, upon our completion of a stock-split, we will issue to
the individuals an additional 100,000 post-split shares of our common stock as
further consideration for the acquisitions.  Both White Canyon and Channel
Access are entities specializing in the sale and distribution of proprietary
computer software programs.  Both entities reported significant revenues
during the year ended December 31, 2004 as well as an overall net income from
operations.

                                10

<PAGE>


     White Canyon, Inc. is a provider of security software aimed at protecting
individuals and businesses from personal identity theft and trade secret
theft. White Canyon markets and sells a hard drive sanitizing software
product called WipeDrive, and an individual file scanning and deletion utility
program called SecureClean.

     Channel Access specializes in marketing and distributing utility and
personal productivity software products to retail stores in the United Sates
and Canada.  Channel Access also distributes utility software for GetData, an
Australian software manufacturer.

     Upon our completion of a listing on the American Stock Exchange or on
September 30, 2005, whichever was earlier, we would redeem any unconverted
shares of preferred stock at $4.00 per share.  We anticipated that, following
the Closing Date, White Canyon and Channel Access would operate as our
subsidiaries ("Subsidiaries"). Also, the Sellers have the right to rescind
this Agreement if any unconverted preferred shares are not redeemed by
September 30, 2005.   Should this Agreement be rescinded, the Sellers would
return our shares received as part of the purchase price for the White Canyon
and Channel Access stock.  The Sellers retained the 100,000 post-split common
shares issued in connection with the Agreement as full liquidated damages.
On October 7, 2005 the WhiteCanyon sellers elected to rescind, triggering the
terms of rescission.  On October 10, 2005, the sellers of Channel Access also
elected to rescind triggering the terms of rescission.

     Despite the fact that the Agreement was been signed and the shares
issued, this Agreement was not considered to have been fully consummated,
due to the fact that the preferred shares were never converted.  In September
2005, both White Canyon and Channel Access elected to rescind the Agreement,
and the shares issued were returned to the Company.

     On May 25, 2005, we entered into a Purchase Agreement whereby we acquired
70% of the issued and outstanding common stock of M Power Futures, Inc., a
Delaware corporation ("MPF"), in exchange for 18,500,000 of our post-split
common shares.

     MFP is an entity with no operations, assets, or liabilities, other than
its deposit toward the 100% ownership of Alan Howarth, Inc., a Nevada
Corporation.  MPF is to acquire 100% of the issued and outstanding common
stock of Alan Howarth, Inc. ("Howarth") pursuant to a Purchase Agreement dated
May 18, 2005.  Per the terms of the Purchase Agreement, MPF issued 5,000,000
shares of its common stock in exchange for all the issued and outstanding
common shares of Howarth.  In addition, MPF agreed to provide, on a "best
efforts" basis, $2,000,000 in growth capital, to be paid in semi-annual
installments of $500,000, to Howarth.  Per the Agreement Howarth retains the
right to rescind the Agreement if we are unable to have our common stock
listed on the American Stock Exchange within 180 days of the Agreement date,
or if we fail to issue the required number of cash and shares to
Howarth within thirty days of becoming listed on the American Stock Exchange.
Due to the fact that we have not been able to provide the growth capital, and
are not yet listed on the American Stock Exchange, this Agreement is not yet
considered to be fully consummated.

                                11

<PAGE>





     Howarth is a Nevada corporation engaged in the business of musical
production and distribution. Howarth's primary assets are a substantial music
library, various patents and rights pertaining to the library, and music and
recording equipment.

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.

     As the transition to the Doorways business model proceeds, we will raise
3 kinds of capital: 1.working capital to pay for professional services,
evaluations, audits, and other normal corporate expenses and to provide
accounting, reporting, capital access and other administrative efficiencies to
the subsidiaries, joint ventures, and strategic alliances 2. acquisition and
growth capital to acquire or form and grow subsidiaries, joint ventures and
strategic alliances that fit Doorways' requirements, and 3. development
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.

Operations - Stellar Software Network, Inc.
-------------------------------------------

    Stellar Software Network, Inc. is a provider of professional software
services, offering custom software development, systems integration,
onsite/offsite and offshore development.  Stellar also provides both temporary
and permanent IT staffing personnel.  Our agreement with Stellar was
rescinded in the third quarter of 2005.

Operations - Ascendant TSG
---------------------------

     Founded in 1992, Ascendant TSG is a Houston-based full service provider
of quality collaborative e-business process software, process consulting, web
development and hosting services.  Ascendant TSG ceased operations in the
second quarter of 2005.




                                12

<PAGE>

Operations - Tropical Printing LLC
----------------------------------

     Tropical Printing is a full service commercial printer with a focus on
the printing of publications.  We currently have contracts to print several
monthly publications. The other large segment of business for the company is
in the entertainment business through the printing and distribution of tickets
and programs for live entertainment.

Products and Services
---------------------

      M Power Entertainment Inc. - developer of an Internet
                                   lifestyle/entertainment portal.

      Tropical Printing LLC. - provides premium printing services to
                               businesses in the U.S. and Canada.

      M Power Futures -  is an entertainment and intellectual property company

Marketing and Distribution
--------------------------

     Stellar and Ascendant TSG market their respective services to corporate
customers. The potential customers are contacted by their marketing people who
make proposals for services to be provided to the customers. In many cases the
customers come to them and request the services based upon their past
experience with the companies.  During the 2004 fiscal year, our marketing
efforts were minimal.  Tropical Printing LLC has historically had three main
sources of revenue, which include the printing and publishing of magazines and
digests; the printing and production of material for the circus industry,
including tickets and ticketing materials; and other general printing services
in connection with brochures, business stationary and marketing materials.

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

     On July 15, 2004, we entered into a Consulting Agreement with Sunil
Nariani, the president of Stellar, whereby Mr. Nariani will 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 is one year, which will
automatically renew unless prior written notice is given.  The Consulting
Agreement with Mr. Nariani was rescinded in the third quarter of 2005.

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

M Power Entertainment Inc.

     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.




                                13

<PAGE>



Tropical Printing LLC

     While there are many companies which have significantly more resources in
the printing industry than Tropical, we believe Tropical will be competitive
in the printing industry due to the fact that we believe Tropical uses state
of the art equipment and operates efficiently.  We believe that Tropical's
main competition for services will come from other printing companies in the
gulf coast of Florida region.  Tropical has recently hired a new sales
representative, which we believe will increase Tropical's customers and
business.  If Tropical is unable to bring in new business and/or maintain the
contracts it has now, we could be forced to curtail and/or abandon the
operations of Tropical, which could cause the value of our securities to
decrease.

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.

     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.


                                14


<PAGE>


     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.

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 delivers state-of-the-art training through a
computer-based training system that utilizes multimedia technology, artificial
intelligence, an adaptive dynamic interface, and advanced training
methodologies.  The basic functions are:

     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 is 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 is capable of real-time
adaptation and customization of training to the individual, and as a template
or engine, is ready for any content to be added to suit the customer's need.
Smart One's multimedia-based training selectively adjusts to the needs of each
individual being trained.  As such, a multimedia-enabled computer emerges as a
highly personal and sophisticated "learning assistant."

                                15
<PAGE>

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

     Smart One is capable of tailoring the training modules to what each
student knows and can learn.  The technology is able to compare the student's
performance to "expert" performance and adapts itself accordingly.  It also
recognizes the student's approach to learning, and when in doubt, asks for the
student's preferences.  Smart One then uses this information to allow users to
learn at their own pace and style.   Smart One provides the right amount of
support at the right time by monitoring user performance, user interaction
history, and current task constraints.  It is 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 learns actively by making
choices, and the system responds with a full and varied array of graphics,
animation, video, sound effects, and touch interaction that reinforces correct
performance and remedies incorrect performance.

Carnot

     Carnot is network software technology using advanced semantic "agents" to
provide context-relevant support for system users.  The agents 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) is advanced software allowing the user to monitor
and run an enterprise from a single "cockpit."  The software offers
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.







                                16
<PAGE>


Customers
---------

     During the year ended December 31, 2004, we generated a total of $181,450
in revenues through our Ascendant TSG subsidiary.  Approximately 80% of
Ascendant TSG's sales revenue in 2004 was generated through transactions with
a single entity, Sterling Chemicals, Inc.   On January 1, 2005 Sterling
Chemicals, Inc., terminated its relationship with Ascendant TSG. It is likely
that Ascendant TSG will not remain profitable in 2005, nor will it generate
revenues comparable to 2004, unless other customers can be secured.

     Stellar's customer list includes three entities comprising greater than
10% of total revenues each.  These entities are PDS Information Services,
Executive Software International, Inc. and Adea Solutions.  In addition,
Stellar has client relationships with some higher-profile entities such as
Verizon, American Express, Hewlett-Packard, Perot Systems and Ericsson.

     Tropical's revenues are mainly derived from contracts Tropical has with
three publishers to publish approximately ten (10) magazines; printing
services Tropical performs for the Moscow Circus; and services which Tropical
performs for a health products company.  The Moscow Circus, Sun Coast Media,
Scene Magazine, Lumina Health Foods and Florida Family account for
approximately 60% of Tropical's 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 twenty (20) employees, seventeen (17) of
which are full time and three (3) of which are part-time.


Item 2.   Description of Property.

      On October 1, 2004, we entered into a sublease agreement with 432 Group,
LLC to lease office space in New York, NY.  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.



                                17

<PAGE>



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.

     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."




                                18
<PAGE>


     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 submistted 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*


     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.


                                19
<PAGE>


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 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.

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

None.


Item 6.    Management's Discussion and Analysis or Plan of Operation.

     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 is creating 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.


                                20

<PAGE>






     "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 and signing
acquisition documents with several entities, 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
---------------------

     Net revenues for the years ended December 31, 2005, and December 31, 2004
were $ 0.00, and $953,381 respectively.  We had cost of sales of $ 0.00 in
2005, compared to $679,596 in 2004.  We had operating expenses of $ 5,756,771
for the year ending December 31, 2005 compared to $5,791,537 . The decrease of
$ 34,766  was due chiefly to the issuance of common stock, stock options, and
warrants to various consultants in connection with our acquisitions and
financing efforts and also the amortization of previously issued instruments
in the current year.

     We had interest expense of $ 0.00 for the year ended December 31, 2005
compared to $79,357 for 2004. The interest is accrued on our unpaid accounts
payable, accrued expenses, and notes payable. The elimination of interest
expense was the result of us negotiating settlements to release portions of
our debts.   During the years ended December 31, 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 $966,581 in the preceding year. Excluding these
non cash gains our net losses would have been $ 5,756,771 in 2005, compared to
$5,623,437 in 2004.

Liquidity
---------

  During the year ended December 31, 2005, we used cash of $  22,247 in our
operations compared to $  758,886 in 2004.  We received $  $0.00  cash from
the sale of our common stock in 2005 compared to $514,998 in 2004. We borrowed
$ 0.00  in 2005 and $ 251,614  in 2004. We made repayments on loans totaling $
0.00 in 2005 compared to $68,812 in 2004.


                                21

<PAGE>


     We had cash on hand of $ 75,928 as of December 31, 2005 and $ 54,096 at
December 31, 2004.


Off-Balance Sheet Arrangments
-----------------------------

None.


Item 7.     Financial Statements.



                   M POWER ENTERTAINMENT, INC.

                        DECEMBER 31, 2005




                                22

<PAGE>

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

To the Board of Directors
M Power Entertainment, Inc.
Houston, Texas

We have audited the accompanying consolidated balance sheet of M Power
Entertainment, 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
the Company's management.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audits 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.  The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no
opinion.  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 audits provide 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.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 2 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 2.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ Malone & Bailey, PC

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas
April 15, 2006



                                23
<PAGE>




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

To the Board of Directors
GK Intelligent Systems, Inc. and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheet of GK Intelligent
Systems, Inc. and Subsidiaries as of December 31, 2004, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2004 and 2003.  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 audits

We conducted our audits 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 audits provide 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 GK Intelligent Systems, Inc. and Subsidiaries as of December 31, 2004 and
the results of their operations and their cash flows for the years ended
December 31, 2004 and 2003, 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


                                24

<PAGE>



                   M POWER ENTERTAINMENT, INC.
                          Balance Sheets
                     December 31, 2005 & 2004


ASSETS                                              2005          2004
                                               ------------- -------------
CURRENT ASSETS
  Cash                                         $     75,928  $     54,096
  Accounts receivable                                     -       183,104
  Other current assets                                    -         3,473
                                               ------------- -------------

  Total Current Assets                               75,928       240,673
                                               ------------- -------------

FIXED ASSETS, NET                                     4,999         9,964

OTHER ASSETS
  Goodwill                                                -       136,839
  Deposits                                            4,000             -
                                               ------------- -------------

TOTAL ASSETS                                   $     84,927  $    387,476
                                               ============= =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                             $    181,565  $    257,548
  Accounts payable - related parties                 27,433         3,697
  Accrued expenses                                  815,117       777,634
  Accrued expenses - related parties                101,496        65,681
  Notes payable                                     107,000       164,000
  Notes payable - related parties                         -       232,421
                                               ------------- -------------

  Total Current Liabilities                       1,232,611     1,500,981
                                               ------------- -------------

TOTAL LIABILITIES                                 1,232,611     1,500,981
                                               ------------- -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock authorized: 275,000,000 common
    shares at $0.001 par value; 222,546,147
    shares issued and outstanding                    42,829       222,546
  Additional paid-in capital                     51,693,580    46,590,506
  Stock subscriptions receivable                          -      (500,000)
  Accumulated deficit                           (52,884,093)  (47,426,557)
                                               ------------- -------------

TOTAL STOCKHOLDERS' DEFICIT                      (1,147,684)    (1,113,505)
                                               ------------- -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $     84,927  $    387,476
                                               ============= =============


          See Note to Consolidated Financial Statements


                                25
<PAGE>


                   M POWER ENTERTAINMENT, INC.
              Consolidated Statements of Operations
           For the Years Ended December 31, 2005 & 2004

                                                     2005        2004
                                               ------------- -------------
OPERATING EXPENSES
  Depreciation and amortization                         550         2,049
  Impairment of goodwill                                  -     1,584,865
  Payroll expenses                                  565,466       707,633
  Consulting & professional fees                  5,337,969     3,354,318
  General and administrative                        136,542       142,672
                                               ------------- -------------

Total Operating Expenses                          6,040,527     5,791,537
                                               ------------- -------------

LOSS FROM OPERATIONS                             (6,040,527)   (5,791,537)
                                               ------------- -------------
DISCONTINUED OPERATIONS
  Gain (loss) on operations of discontinued
  component Stellar Software (including
  impairment loss on dispostion of $136,839
  in 2005                                          (136,839)      273,785
                                               ------------- -------------
OTHER INCOME (EXPENSE)
  Interest expense and loan discount fees           (79,405)      (79,357)
  Gain on extinguishment of debt                    799,235       939,653
                                               ------------- -------------
  Total Other Income (Expense)                      719,830       860,926
                                               ------------- -------------

NET LOSS                                       $ (5,457,536) $ (4,656,826)
                                               ============= =============

BASIC AND DILUTED LOSS PER SHARE               $      (0.50) $      (0.05)
                                               ============= =============
BASIC WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                           10,997,905    87,679,854
                                               ============= =============





          See Notes to Consolidated Financial Statements

                                26

<PAGE>
<TABLE>
<CAPTION>




                            M POWER ENTERTAINMENT, 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       Recievable    Compensation  Deficit
                                    ------------- -------------- ------------- ------------- ------------ --------------
<S>                                 <C>           <C>            <C>           <C>           <C>          <C>
Balances,  December 31, 2003          27,562,104  $      27,656  $ 40,351,959  $          -  $  (135,000) $ (42,769,731)

Common stock issued for services     116,265,143        116,266     3,239,723             -   (1,265,130)             -
Common stock issued for debt           2,836,549          2,836       136,491             -            -              -
Common stock issued for cash           8,333,332          8,333       516,665             -            -              -
Common stock issued for
  subscription receivable             16,666,665         16,667       483,333      (500,000)           -              -
Common stock issued in acquisitions
  Stellar Software Networks, Inc.      8,025,211          8,025       182,975             -            -              -
  Texas Source Group, Inc.            42,857,143         42,857     1,457,143             -            -              -
Amortization of unearned compensation          -              -             -             -    1,400,130              -
Net loss                                       -              -             -             -            -     (4,656,826)
                                    ------------- -------------- ------------- ------------- ------------ --------------
Balances,  December 31, 2004         222,546,148        222,546    46,590,506     (500,000)            -    (47,426,557)

Common stock issued for services      79,704,680         65,735     4,857,622            -             -              -
Common stock issued for debt                   -              -             -            -             -              -
Common stock issued for cash                   -              -             -            -             -              -
200 to 1 reverse stock split        (273,593,140)      (259,623)      259,623            -             -              -
Stock subscription deemed
  uncollectible                                -              -             -      500,000             -              -
Net loss                                       -              -             -            -             -     (5,457,536)
                                    ------------- -------------- ------------- ------------ ------------- --------------
Balances,  December 31, 2005          28,657,688  $      28,658  $ 51,707,751  $         -  $          -  $ (52,884,093)
                                    ============= ============== ============= ============ ============= ==============




                  See Notes to Consolidated Financial Statements

                                        27

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


                            M POWER ENTERTAINMENT, INC.
                        Consolidated Statements Cash Flows
                   For the Years Ended December 31, 2005 & 2004

                                                                               2005        2004
                                                                          ------------- -------------
<S>                                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITES
  Net loss                                                                $ (5,457,536) $ (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)     (939,653)
    Amortization of unearned compensation                                            -     1,400,130
    Stock subscription deemed uncollectible                                    500,000             -
    Dicontinued operations - impairment of goodwill                            136,839     1,584,865
    Issuance of common stock, options and warrants for services              5,508,609     1,926,918
  Changes in
    Accounts receivable                                                        183,104       (45,115)
    Other current assets                                                         3,473         3,003
    Accounts payable & accrued expenses                                        (38,500)       57,590
    Accrued liabilities - related parties                                      (59,551)      (90,847)
                                                                          ------------- -------------
Net cash used by operating activities                                          (22,247)     (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 ACTIVITES
  Common stock issued for cash                                                       -       514,998
  Proceeds of notes payable                                                          -        97,000
  Payments on notes payable                                                          -       (14,512)
  Proceeds from related party notes payable                                          -       154,614
  Payments on related party notes payable                                            -       (54,300)
  Cash received on acquisition of subsidiaries                                       -       105,085
  Cash received on subscription receivable                                           -        10,000
                                                                          ------------- -------------
Net cash provided by financing activities                                            -       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
                                                                          ============= =============

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






                  See Notes to Consolidated Financial Statements

                                        28
</TABLE>
<PAGE>



                   M Power Entertainment, 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.

Organization and Principles of Consolidation

The consolidated financial statements presented are those of M Power
Entertainment, Inc. and its wholly-owned subsidiaries.  The Company's
wholly-owned subsidiaries, Smart One Learning Systems, Inc. (SOLS), Recording
Artists Worldwide, Inc. (RAWW) and True Baseball Club, Inc. (TBC), have not
yet conducted any formal business operations.

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.

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 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.

                                29

<PAGE>



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 Entertainment, Inc.
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

Revenue Recognition

During 2004, the Company earned revenues from technical staffing and general
business support services.  The Company recognizes such revenues when services
have been performed, collections are reasonably assured and no further
obligations exist for the Company.  Pursuant to EITF 99-19, the revenues
associated with the Company's staffing business are recorded on a gross basis,
with staff compensation expensed as cost of sales.  Due to the fact that the
Company establishes the price of its services, maintains risk of
non-collection, and is the primary obligor in its business arrangements,
management has determined that recording revenues at gross values is the
appropriate accounting treatment.

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 the
Company's intentions at the time an impairment adjustment were considered
necessary.

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.



                                30
<PAGE>



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 the Company 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
                                                  ------------- -------------
 Net income (loss), as reported                   $ (4,957,536) $ (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)                      $ (4,993,588) $ (4,814,087)
                                                  ============= =============
 Earnings per share:
  Basic and diluted - as reported                 $      (0.45) $      (0.05)
                                                  ============= =============
  Basic - pro forma                               $      (0.45) $      (0.05)
                                                  ============= =============
  Diluted - pro forma                             $      (0.45) $      (0.05)
                                                  ============= =============


NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, M Power incurred net losses
of $5,090,315 and $4,656,826 in 2005 and 2004, respectively, and has an
accumulated deficit of $52,384,093 and a working capital deficit of $1,156,683
as of December 31, 2005.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.  Management is trying to
raise additional capital through sale of stock.  The financial statements do
not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.

It is the intent of the Company to obtain additional financing through equity
offerings or other feasible financing alternatives to fund its ongoing
operations.  The Company also continues to pursue the development and
marketing of its software to generate sales to cover the Company's working
capital needs and software development expenditures.  In addition, the Company
anticipates entering into various arrangements with compatible operating
business.  There is no assurance that the Company will be successful in
raising the needed capital or that there will be sales of its software.



                                31

<PAGE>




NOTE 3 - NOTES PAYABLE

At December 31, 2005 and 2004, M Power had various unsecured notes payable
totaling $137,000 and $396,421 respectively, of which $30,000 and $232,421,
respectively, was with related parties, 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 form 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. These
net operating loss carryforwards will expire at approximately $19,750 annually
through the year ending December 31, 2025.

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

On October 31, 2003, 11500 Northwest, L.P. sued M Power for an alleged breach
of a lease agreement for $51,439 and other undetermined costs.  The court
approved a take nothing judgment in 2004, stating that the statute of
limitations had run out.  11500 Northwest, L.P. filed a motion for a new trial
and there has been no further activity.

NOTE 6 - STOCK OPTIONS AND WARRANTS

During 1998, M Power established the "1998 stock option plan ("The 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 the
Company's common stock outstanding as of December 31, 2005 & 2004.

                                32

<PAGE>


                                      2005                    2004
                         --------------------------- -------------------------
                                          Weighted                  Weighted
                                          Average                    Average
                                          Exercise                  Exercise
                            Shares*        Price        Shares       Price
                         ------------- ------------- ------------ ------------
Outstanding, beginning
  of year                      25,753  $       0.34    4,500,000  $      0.34
Granted                       653,000          0.28   23,611,109         0.20
Expired/Cancelled                   -          0.34     (500,000)        0.34
Exercised                           -             -  (23,611,109            -
                         ------------- ------------- ------------ ------------
Outstanding end of year       678,753  $       0.34    4,500,050  $      0.20
                         ============= ============= ============ ============
Exercisable                   678,753  $       0.34    3,500,050  $      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
-------------------- ----------- ----------- --------- ------------ ---------
$  0.08                  304,500     7.00    $   0.08      300,000  $   0.08
$  0.18                   15,000     7.94    $   0.18    2,500,000  $   0.18
$  0.35                    3,000     6.00    $   0.35      600,000  $   0.35
$  0.50                  100,500     4.80    $   0.50      100,000  $   0.50
$  0.08                    2,000
$  0.05                  250,000     7.00    $   0.08      300,000  $   0.08
$  0.08                    3,753
$ 25.00                              4.65    $  25.00           50  $  25.00
                     ----------- ---------   -------- ------------- --------
                         678,753     7.55    $   0.20    3,500,050  $   0.21
                     =========== =========   ======== ============= ========

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 $966,581 has been written off
in 2005 & 2004, respectively.

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.

                                33
<PAGE>


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

          None

Item 8A.  Controls and Procedures.

     (a)  Evaluation of Disclosure Controls and Procedures.

The Company's Chief Executive and Financial Officer, Gary Kimmons, (the
"Certifying Officer") maintains a system of disclosure controls and procedures
that are designed to provide reasonable assurances that information, which is
required to be disclosed, is accumulated and communicated to management,
timely. The Certifying Officer has concluded that the disclosure controls and
procedures are effective at the "reasonable assurance" level. Under the
supervision of and with the participation of management, as of December 31,
2005 the Certifying Officer evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule [13a-
15(e)/15d-15(e)] under the Exchange Act). Furthermore, the Certifying Officer
concluded that our disclosure controls and procedures in place were designed
to ensure that information required to be disclosed by us, including our
consolidated subsidiaries, in reports that we file or submit under the
Exchange Act is (i) recorded, processed, summarized and reported on a timely
basis in accordance with applicable Commission rules and regulations; and (ii)
accumulated and communicated to our management, including our Certifying
Officer and other persons that perform similar functions, if any, to allow us
to make timely decisions regarding required disclosure in our periodic
filings.

     (b) Changes in internal controls.

The Certifying Officer has indicated that there were no changes in the
Company's internal controls or other factors that could affect such controls
during the Company's fourth quarter of our fical year ended December 31, 2005
and there were no such control actions taken during the year ending December
31, 2005.

Item 8B.  Other Information.

      None.

                             PART III

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.

                                34

<PAGE>


     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. Meador was COO/Partner in WQSR LP dba
Whataburger, Mississippi Gulf Coast.  He was responsible for all issues
dealing with restaurant operations, personnel, marketing, customer service and
facility maintenance.   Mr. Meador has been employed in the food and beverage
industry for 16 years.  Mr. Meador has experience in the management of
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.

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
--------------

The Company has adopted a code of ethics for thier principal executive
officers which is posted on the Companys's 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:



                                35

<PAGE>
<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.

      (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.

     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
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

                                36

<PAGE>


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, or (3) January 31, 2006. The
agreement defines a change of control as: (1) any person acquiring 30% of the
Company or if Mr. Kimmons' voting rights are reduced to less than 30% of the
outstanding shares, (2) if during a two year period, individuals who were on
the board of directors (and any new 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.

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.



                                37
<PAGE>



     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.


              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 520,000 shares at the exercise price of $0.35 per share
exercisable until December 31, 2007, which represented part of Mr. Kimmons'
compensation for 2002; (b) a warrant to purchase up to 80,000 shares at the
exercise price of $0.35 per share exercisable until December 31, 2007; and (c)
an option to purchase up to 3,000,000 shares at the exercise price of $0.18
per share which was granted to Mr. Kimmons in connection with his February 1,
2003 employment agreement, exercisable until February 1, 2013 (of which
3,000,000 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:



                                38

<PAGE>
<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        2,600,000(E)/1,000,000(U)   0(E)/0(U)
Dick Meador           0        0          900,000(E)/0(U)           0(E)/0(U)
Kathryn Kimmons       0        0                0(E)/0(U)           0(E)/0(U)
____________________

</TABLE>

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

(1)  Includes warrants to purchase 600,000 shares of Company Common
     Stock exercisable at $0.35 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).................... 13,097,552        18.1%
Kathryn Kimmons(4)....................... 13,197,552        18.1%
Steven Reuther (6) ....................... 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 13,063,916 shares of Common Stock owned by the
          partnership.


                                39
<PAGE>



     3.   Mr. Kimmons is deemed to own (a) 13,063,636 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., (b) 600,000 of these shares by virtue of warrants to purchase
          these shares, and (c) 3,000,000 of these shares by virtue of options
          to purchase these shares (options to purchase 3,000,000 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.


                                          Number of
                                          Shares           Percent of
                                          Beneficially     Outstanding
Name of Beneficial Owner                  Owned(1)         Shares
------------------------------------------------------------------------------
Gary F. Kimmons (2) (3).................... 13,097,552        18.10%
Kathryn Kimmons (4)........................ 13,097,552        18.10%
Dick Meador(5)............................   1,252,000         0.17%
All directors and executive
 officers (3 Persons).....................  14,315,916        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 13,063,636  shares of Common Stock owned
          by the partnership.

     3.   Mr. Kimmons is deemed to own (a) 13,063,636 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., (b) 600,000 of these shares by virtue of warrants to purchase
          these shares, and (c) 3,000,000 of these shares by virtue of options
          to purchase these shares (options to purchase 3,000,000 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 900,000 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.

                                40
<PAGE>


     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.

     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).


                                41

<PAGE>

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

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).

                                42
<PAGE>


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).

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)

                                43
<PAGE>


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 incorprated herein by reference)

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 herewith)

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.


                                44


<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: April 21,  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.


                                         /s/ Gary F. Kimmons
Date: April 21, 2006                  _________________________________
                                         Gary F. Kimmons, Director



                                         /s/ Dick Meador
Date: April 21, 2006                  _________________________________
                                         Dick Meador, Director



                                         /s/ Kathryn Kimmons
Date: April 21, 2006                  _________________________________
                                         Kathryn Kimmons, Director





                                45