UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                __________________________________

                          FORM 10-QSB/A
                         Amendment No. 1

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For Quarterly period Ended: March 31, 2005; or

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the transition period _________ to __________

        Commission File Number: 0-22057
                _________________________________

           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
                (FKA GK INTELLIGENT SYSTEMS, INC.)
  -------------------------------------------------------------
      (Exact name of registrant as specified 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) 732-2310
      ------------------------------------------------------
       (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all Reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X]  No [ ]

The number of shares outstanding of the registrant's common stock, $0.001 par
value, as of June 21, 2005, was 17,268,856.

Transitional Small Business Disclosure Format. Yes [ ]  No [X]


                                1

<PAGE>


           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
                (FKA GK INTELLIGENT SYSTEMS, INC.)

                      Report on Form 10-QSB

               For the Quarter Ended March 31, 2005

                              INDEX

                                                                     Page

Part I.  Financial Information

         Item 1. Financial Statements (unaudited)...................   3

                 Balance Sheets.....................................   3
                 Statements of Operations ..........................   4
                 Statements of Cash Flows...........................   5
                 Notes to the Financial Statements .................   6

         Item 2. Management's Discussion and Analysis
                 or Plan of Operation ..............................   9

         Item 3. Controls and Procedures ...........................  10

Part II. Other Information

         Item 1. Legal Proceedings .................................  11

         Item 2. Changes in Securities .............................  12

         Item 3. Defaults Upon Senior Securities ...................  12

         Item 4. Submission of Matters to a Vote of
                 Security Holders ..................................  12

         Item 5. Other Information .................................  12

         Item 6. Exhibits...........................................  13



                                2


<PAGE>



                  PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.




                   M POWER ENTERTAINMENT, INC.
             (Formerly GK Intelligent Systems, Inc.)
                    Consolidated Balance Sheet
                           (Unaudited)

                              ASSETS
                              ------
                                                    March 31,   December 31,
                                                       2005         2004
                                                  ------------- -------------
                                                   (Restated)
CURRENT ASSETS
  Cash                                            $     35,038  $     54,096
  Accounts receivable                                        -       183,104
  Other current assets                                       -         3,473
                                                  ------------- -------------
     Total Current Assets                               35,038       240,673
                                                  ------------- -------------
FIXED ASSETS, NET                                        7,410         9,964
OTHER ASSETS
  Goodwill                                             136,839       136,839
                                                  ------------- -------------

     TOTAL ASSETS                                 $    179,287  $    387,476
                                                  ============= =============

          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                $    172,988  $    257,548
  Accounts payable - related parties                         -         3,697
  Accrued expenses                                     816,069       777,634
  Accrued expenses - related parties                    76,047        65,681
  Notes payable                                        307,000       164,000
  Notes payable - related parties                      179,961       232,421
                                                  ------------- -------------
     Total Current Liabilities                       1,552,065     1,500,981
                                                  ------------- -------------
     TOTAL LIABILITIES                               1,552,065     1,500,981
                                                  ------------- -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock: $0.001 par value, 275,000,000
    shares authorized, 1,304,602 and 1,112,731
    shares issued and outstanding, respectively          1,305         1,113
  Additional paid-in capital                        47,198,511    46,811,939
  Stock subscriptions receivable                      (500,000)     (500,000)
  Accumulated deficit                              (48,072,594)  (47,426,557)
                                                  ------------- -------------
     Total Stockholders' Deficit                    (1,372,778)   (1,113,505)
                                                  ------------- -------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $    179,287  $    387,476
                                                  ============= =============





                                3

<PAGE>




                   M POWER ENTERTAINMENT, INC.
             (Formerly GK Intelligent Systems, Inc.)
              Consolidated Statements of Operations
                           (Unaudited)

                                                   For the Three Months Ended
                                                           March 31,
                                                  ---------------------------
                                                       2005         2004
                                                  ------------- -------------
                                                    (Restated)
OPERATING EXPENSES
  Depreciation and amortization                            462             -
  Payroll expenses                                      63,500        60,000
  Professional fees                                    526,293       423,424
  General and administrative                            33,374         6,218
                                                  ------------- -------------
     Total Expenses                                    623,629       489,642
                                                  ------------- -------------
LOSS FROM OPERATIONS                                  (623,629)     (489,642)
                                                  ------------- -------------
OTHER INCOME (EXPENSE)
  Gain on forgiveness of debt                                -       871,090
  Interest expense and loan discount fees              (22,408)      (29,519)
                                                  ------------- -------------
     Total Other Income (Expense)                      (22,408)      841,571
                                                  ------------- -------------
NET INCOME (LOSS)                                     (646,037)      351,929

DIVIDENDS ON PREFERRED STOCK                                 -             -
                                                  ------------- -------------
NET INCOME (LOSS) APPLICABLE TO
  COMMON SHAREHOLDERS                             $   (646,037) $    351,929
                                                  ============= =============

BASIC INCOME (LOSS) PER SHARE                     $      (0.57) $       2.36
                                                  ============= =============

FULLY DILUTED INCOME (LOSS) PER SHARE             $      (0.57) $       2.36
                                                  ============= =============
BASIC WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                              1,134,625       149,243
                                                  ============= =============
FULLY DILUTED WEIGHTED AVERAGE
  NUMBER OF SHARES OUTSTANDING                       1,134,625       149,243
                                                  ============= =============






                                4

<PAGE>



                   M POWER ENTERTAINMENT, INC.
             (Formerly GK Intelligent Systems, Inc.)
              Consolidated Statements of Cash Flows
                           (Unaudited)


                                                  For the Three Months Ended
                                                           March 31,
                                                  ---------------------------
                                                       2005         2004
                                                  ------------- -------------
                                                    (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                 $   (646,037) $    351,929
Adjustments to reconcile net loss to net cash
 used by operating activities:
    Issuance of common stock, stock options,
      and warrants for services rendered               386,765       330,201
    Depreciation and amortization                          462             -
    Gain on forgiveness of debt                                     (871,090)
    Amortization of unearned compensation                    -        54,518
    Changes in:
    Accounts receivable                                183,104             -
    Other current assets                                 3,473         6,476
    Accounts payable and accrued expenses              (46,125)      (70,943)
    Accounts payable and accrued
      expenses - related party                           6,669       127,429
                                                  ------------- -------------
      Net Cash Used by Operating Activities           (111,689)      (71,480)
                                                  ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from the sale of fixed assets               2,091             -
                                                  ------------- -------------
     Net Cash Provided from Investing Activities         2,091             -
                                                  ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from APIC                                       -        47,000
    Proceeds from notes payable                        143,000             -
    Payments on notes payable - related party          (52,460)
    Increase in stock subscription receivable                -        25,000
                                                  ------------- -------------
      Net Cash Provided by Financing Activities         90,540        72,000
                                                  ------------- -------------

NET INCREASE (DECREASE) IN CASH                        (19,058)          520

CASH AT BEGINNING OF PERIOD                             54,096            97
                                                  ------------- -------------

CASH AT END OF PERIOD                             $     35,038  $        617
                                                  ============= =============

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:

Cash Paid For:
   Income taxes                                   $          -  $          -
   Interest                                       $          -  $          -

                                5

<PAGE>


                   M POWER ENTERTAINMENT, INC.
             (Formerly GK Intelligent Systems, Inc.)
          Notes to the Consolidated Financial Statements

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited interim financial statements of M Power
Entertainment, Inc., have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto contained in M Power's
Annual Report filed with the SEC on Form 10-KSB.  In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein.  The
results of operations for interim periods are not necessarily indicative of
the results to be expected for the full year.  Notes to the financial
statements which would substantially duplicate the disclosure contained in the
audited financial statements for fiscal 2005 as reported in the Form 10-KSB
have been omitted.

NOTE 2 - RESTATEMENT

In the third quarter, M Power determined that the acquisitions of RS
Entertainment and Corazong were not yet fully consummated due to the existence
of certain unfulfilled contingencies and M Power obligations. In prior
quarters, these acquisitions were recorded as having been fully consummated,
with the assets and liabilities of these entities and their operations being
consolidated with those of M Power. Because all the terms of the respective
agreements have not been fully completed, these acquisitions are now deemed to
have not been fully consummated. As such, the equity instruments issued
pursuant to these acquisitions have been recorded as subscriptions receivable
in these financial statements, without the assets, liabilities or operations
being consolidated with those of M Power, to more accurately reflect the
substance and current status of the transactions.

Our financial statements for the three months ended March 31, 2005 have been
restated to effect the changes described above.  The impact of the adjustments
related to the elimination of RS Entertainment and Corazong from the
consolidated financial statements of M Power as of and for the three months
ended March 31, 2005 are summarized below:


                                                 Three Months Ended
                                                   March 31, 2005
                                      ----------------------------------------
                                      As
                                      Previously
                                      Reported      Adjustment   As Restated
                                      ------------- ------------ -------------

Revenue                               $    476,250  $  (476,250) $          -
Cost of Goods Sold                         302,227     (302,227)            -
                                      ------------- ------------ -------------
Gross profit                               174,023     (174,023)            -
                                      ------------- ------------ -------------

Operating expenses                         977,890     (354,627)      623,623
                                      ------------- ------------ -------------

Loss from operations                      (803,867)    (180,238)     (623,623)

Non operating income (expense)
Interest expense                           (16,975)      (3,944)      (22,408)
                                      ------------- ------------ -------------
Net income attributable
to common shareholders                $   (820,842) $  (176,294) $   (646,037)
                                      ============= ============ =============

Basic and diluted income (loss) per share:
Basic                                 $      (0.71) $     (0.14) $      (0.57)
                                      ============= ============ =============
Diluted                               $      (0.71) $     (0.14) $      (0.57)
                                      ============= ============ =============
Shares outstanding                       1,154,625      (20,000)    1,134,625
                                      ============= ============ =============
Diluted shares outstanding               1,154,625      (20,000)    1,134,625
                                      ============= ============ =============


                                6

<PAGE>

Balance Sheet Impact

In addition to the effects on our consolidated statement of operations
discussed above, the restatement impacted our consolidated balance sheet as of
March 31, 2005. The following table sets forth the effects of the restatement
adjustments on our consolidated balance sheet as of March 31, 2005:

                                                       As of
                                                   March 31, 2005
                                      ----------------------------------------
                                      As
                                      Previously
                                      Reported      Adjustment   As Restated
                                      ------------- ------------ -------------
Assets:
Current assets                        $    303,463  $  (268,425) $     35,038
Property, plant, and equipment              17,144       (9,734)        7,410
Other Assets - Investments & goodwill    2,518,205   (2,381,366)      136,839
                                      ------------- ------------ -------------
Total                                 $  2,838,812  $(2,796,364) $    179,287
                                      ============= ============ =============
Liabilities and shareholders deficit:
Current liabilities                   $  3,126,396  $(1,574,331) $  1,552,065
Stockholders' equity (deficit)            (287,584)  (1,085,194)   (1,372,778)
                                      ------------- ------------ -------------
Total                                 $  2,838,812  $(2,796,364) $    179,287
                                      ============= ============ =============


NOTE 3 - DESIGNATION OF PREFERRED STOCK AND FAILED ACQUISITIONS

On February 7, 2005, M Power authorized 100,000 shares of Series B Convertible
Preferred  Stock, $0.001 par and convertible into common stock at a rate of
3.15 post-split common shares for one preferred share after May 1, 2005.  The
preferred shares carry no liquidation preference and no dividend rate.  The
Preferred Stock was authorized specifically for acquisitions of subsidiaries.

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

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

NOTE 4 - COMMON STOCK ACTIVITY

During the three months ended March 31, 2005, M Power issued 191,871 post-
split common shares to various parties for services rendered at current market
values ranging from  $0.01 to $0.02 per share. .


                                7
<PAGE>



NOTE 5 - SUBSEQUENT EVENTS

Reverse Stock-Split
------------------

On May 18, 2005, M Power effected a reverse stock-split its common stock on a
one share for two hundred shares basis.  Following the reverse stock split,
the total outstanding shares of common stock was reduced to 1,374,759 shares.
All references to common stock activity within these consolidated financial
statements have been retroactively restated to reflect the effect of this
reverse stock-split.

Change of Corporate Name
------------------------

On May 10, 2005, M Power changed its name from GK Intelligent Systems, Inc.
to M Power Entertainment, Inc.

Common Stock Issuances
----------------------

Subsequent to March 31, 2005, M Power issued 27,149,625 common shares to
various individuals for services rendered.  These shares will be recorded
at their market value when the services were rendered, at prices ranging from
$.003 to $0.90 per share.



                                8


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

The following discussion and analysis compares our results of operations for
the three months ended March 31, 2005 to the same period in 2004. This
discussion and analysis should be read in conjunction with our consolidated
financial statements and related notes thereto included elsewhere in this
report and our Form 10-KSB for the year ended December 31, 2004.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Report on Form 10-QSB contains forward-looking statements, including,
without limitation, statements concerning possible or assumed future results
of operations and those preceded by, followed by or that include the words
"believes," "could," "expects," "intends" "anticipates," or similar
expressions. Our actual results could differ materially from these anticipated
in the forward-looking statements for many reasons including the risks
described in our 10-KSB for the period ended December 31, 2004 and elsewhere
in this report. Although we believe the expectations reflected in the
forward-looking statements are reasonable, they relate only to events as of
the date on which the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do
not intend to update any of the forward-looking statements after the date of
this document to conform these statements to actual results or to changes in
our expectations, except as required by law.

RESULTS OF OPERATIONS

THREE MONTHS ENDED March 31, 2005 AS COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2004

We had no revenues for the three months ended March 31, 2005 compared to no
revenues for same period in 2004.

We had operating expenses of $623,629 for the three months ended March 31,
2005 compared to $489,642 for the comparative period of 2004. The increase of
$133,987 was due chiefly to the issuance of common stock, stock options, and
warrants to various consultants for services rendered as well as attempted
acquisition and financing efforts.

Interest expense during the three months ended March 31, 2005 was $22,408, a
decrease of $7,111 from the three months ended March 31, 2004. We attribute
the decrease in interest expense to the decrease in debt due to the passing of
the statute of limitations of some of our old debt. The Texas Code provides,
in part, that any action upon any contract obligation or liability founded
upon an instrument in writing must be brought within four years of such a
written agreement.  During the quarter ended March 31, 2004 we recorded a gain
on release of debt of $871,090 for those debts which we are no longer
obligated to pay due to the statute of limitations. These debts were incurred
under our prior operations.

Our net loss was $646,037 during the three months ended March 31, 2005
compared to a net income of $351,929 incurred in the first three months of
2004. Our increased net loss was the result of our attempted efforts to
acquire operating companies and the related cost of the consultants we hired
to attempt these acquisitions. The gain on forgiveness of debt is an unusual
occurrence and is not part of our ongoing operations. Excluding the gain on
the release of debt the loss for the first quarter of 2004 would have been
$519,161. Our net loss from operations for the three months ended March 31,
2005 increased by $133,987 compared to the same period form the previous year,
form $489,642 to $623,629..


                                9

<PAGE>

LIQUIDITY

During the three months ended March 31, 2005, we used cash in our operating
activities of $111,689 compared to using $71,480 in the comparative quarter of
the prior year. This resulted primarily from cash operating expenses. We had
cash on hand of $35,038 as of March 31, 2005 compared to $617 cash as of March
31, 2004. $90,500 of the cash we used in 2005 came from loans from unrelated
parties.

We anticipate that we will need to raise approximately $1,000,000 in cash in
the next twelve months to cover general and administrative expenses and other
anticipated cash needs.  We are seeking to raise such needed funds through the
sale of our shares of stock or through issuing debt.  We may not be able to
raise the necessary funds on terms acceptable to us, or at all.


Item 3. Controls and Procedures.

(a)    Evaluation of Disclosure Controls and Procedures.  The Company's Chief
Executive Officer, Gary F. Kimmons, and Chief Financial Officer, Gary F.
Kimmons, have reviewed the Company's disclosure controls and procedures as of
the end of the period covered by this report.  Based upon the foregoing, our
Chief Executive Officer concluded that, as of December 31, 2005, our
disclosure controls and procedures were not effective to ensure that the
information required to be disclosed in the Company's Exchange Act reports was
recorded, processed, summarized and reported on a timely basis.

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

(b)  Changes in Internal Controls Over Financial Reporting.  There have been
no significant changes in internal controls over financial reporting that
occurred during the fiscal period covered by this report that have materially
affected, or are reasonably likely to materially affect, the registrant's
internal control over financial reporting.

                                10

<PAGE>


                   PART II - OTHER INFORMATION.

Item 1. 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 but the plaintiffs re-filed in state court alleging
a sworn account. We have filed an Answer asserting our statute of limitations
defense.

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, tenant improvements of
$51,439, attorney's fees, costs, and prejudgment interest.  We intend to
defend the lawsuit, deny breach of the alleged lease agreement and further
intend to defend 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. Post-trial briefs have
been submitted to the Court and a ruling is pending.

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.

A lawsuit was filed by Julie Maranto, the former owner of Texas Source Group,
Inc. against us, Texas Source Group, Inc. and Gary Kimmons as CEO. The cause
of action from the pleadings appears to be primarily breach of contract
relating to her employment agreement. Damages have not been specified. It is
too early to tell the likely outcome of the case.

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.


                                11


<PAGE>



Item 2. Changes in Securities.

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

On January 18, 2005, February 11, 2005 and March 30, 2005, we issued 1,471
shares, respectively, of common stock to Sunny Nariani for consulting services
rendered to the Company.  The securities were registered under Regulation S-8.
The party to whom the shares were issued received information concerning the
Company.  No underwriters were involved in the transactions and no commissions
were paid.

On February 11, 2005, we issued 15,000 shares, respectively, of common stock
to various individuals for consulting services rendered to the Company.  The
securities were registered under Regulation S-8.  The party to whom the shares
were issued received information concerning the Company.  No underwriters were
involved in the transactions and no commissions were paid.

On February 18, 2005, we issued 22,500 restricted shares of common stock to
the Company's CEO, Gary F. Kimmons, for compensation.  The securities were
issued pursuant to an exemption from registration provided under Section 4(2)
and 4(6) of the Securities Act of 1933.  The party to whom the shares were
issued received information concerning the Company.  The shares were
appropriately restricted.  No underwriters were involved in the transactions
and no commissions were paid.

On March 30, 2005, we issued 150,000 shares, of common stock to a consultant
for services rendered to the Company.  The securities were registered under
Regulation S-8.  The party to whom the shares were issued received information
concerning the Company.  No underwriters were involved in the transactions and
no commissions were paid.

Item 3. Defaults Upon Senior Securities.

None.

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

In March 2005, the Company submitted to its shareholders a proposal to split
its common shares on a one share for two hundred shares basis. The reverse
split was approved by a majority of the Company's shareholders and effectuated
in May of 2005. In addition, the Company shareholders approved an official
change of the Company's corporate name from GK Intelligent Systems, Inc. to M.
Power Entertainment, Inc.

Item 5. Other Information.

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


                                12


<PAGE>


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

On April 7, 2005, the Company's Articles of Incorporation were amended to
create a certificate of designation for Series C Convertible Preferred Stock
in connection with the attempted acquisition of White Canyon, Inc. and Channel
Access, Inc. At the same time we agreed to acquire White Canyon, Inc. and
Channel Access, Inc. for 1,000,000 shares of restricted Series C convertible
preferred stock, each share of which could have been converted into four
shares of post-split restricted common stock, or redeemed by us at $4.00 per
share.  The shares were issued, but other closing conditions were not
satisfied and the attempt was terminated and the shares canceled.

On May 18, 2005, the Company amended its Articles of Incorporation to record
the reverse split of its common stock on a one share for two hundred shares
basis.  Also on this date the Company further amended its Articles of
Incorporation so as to change its corporate name from GK Intelligent Systems,
Inc. to M Power Entertainment, Inc.


Item 6. Exhibits

List of Exhibits attached or incorporated by referenced pursuant to Item 601
of Regulation S-B.

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).

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

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

4.3  Registration Rights Agreement between the Company and Dutchess Private
     Equities Fund, II, L.P., dated June 23, 2004 (included as Exhibit 10.70
     to the Form 8-K filed June 29, 2004, and incorporated herein by
     reference).

4.4  Warrant Agreement between the Company and Rubenstein Investor Relations,
     Inc., dated September 16, 2004 (included as Exhibit 4.1 to the Form
     10-QSB filed November 22, 2004, and incorporated herein by reference).

                                13
<PAGE>


4.5   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).

4.6   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).

10.1  Consulting Agreement between the Company and Berkshire Capital
      Management Co., Inc., dated April 24, 2001 (included as Exhibit 10.11 to
      the Form 8-K filed November 6, 2002, and incorporated herein by
      reference).

10.2  Consulting and Finder's Fee Agreement between the Company and The Herman
      Group, L.P., dated May 29, 2001 (included as Exhibit 10.12 to the Form
      8-K filed November 6, 2002, and incorporated herein by reference).

10.3  Engagement Letter between the Company and Petty International
      Development Corp., dated April 5, 2001 (included as Exhibit 10.13 to the
      Form 8-K filed November 6, 2002, and incorporated herein by reference).

10.4  Consulting Agreement between the Company and Ron Sparkman, dated March
      7, 2001 (included as Exhibit 10.14 to the Form 8-K filed November 6,
      2002, and incorporated herein by reference).

10.5  Consulting Agreement between the Company and Rockne J. Horvath, dated
      March 6, 2002 (included as Exhibit 10.15 to the Form 8-K filed November
      6, 2002, and incorporated herein by reference).

10.6  Consulting Agreement between the Company and Stephen K. Carper, dated
      March 13, 2002 (included as Exhibit 10.16 to the Form 8-K filed November
      6, 2002, and incorporated herein by reference).

10.7  Consulting Agreement between the Company and Renee H. Ethridge, dated
      March 15, 2002 (included as Exhibit 10.17 to the Form 8-K filed November
      6, 2002, and incorporated herein by reference).

10.8  Consulting Agreement between the Company and Technical Objective, Inc.,
      dated March 18, 2002 (included as Exhibit 10.18 to the Form 8-K filed
      November 6, 2002, and incorporated herein by reference).

10.9  Debt Resolution Agreement between the Company and Gary F. Kimmons, dated
      March 20, 2002 (included as Exhibit 10.19 to the Form 8-K filed November
      6, 2002, and incorporated herein by reference).

10.10 Interim Compensation Agreement between the Company and Gary F. Kimmons,
      dated March 20, 2002 (included as Exhibit 10.20 to the Form 8-K filed
      November 6, 2002, and incorporated herein by reference).

10.11 Amended and Restated Consulting Agreement between the Company and Dick
      Meador, dated March 20, 2002 (included as Exhibit 10.21 to the Form 8-K
      filed November 6, 2002, and incorporated herein by reference).

                                14
<PAGE>

10.12 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).

10.13 Consulting Agreement between the Company and Alan S. Litvak, dated
      September 13, 2002 (included as Exhibit 10.23 to the Form 8-K filed
      November 6, 2002, and incorporated herein by reference).

10.14 Promissory Note from the Company to Gary Kimmons, dated September 26,
      2002 (included as Exhibit 10.24 to the Form 8-K filed November 6, 2002,
      and incorporated herein by reference).

10.15 Marketing Agreement between the Company and BTH2, dated June 1, 2002
      (included as Exhibit 10.25 to the Form 10-QSB filed May 5, 2003, and
      incorporated herein by reference).

10.16 Consulting Agreement between the Company and AfterPlay Entertainment
      Inc., dated November 12, 2002 (included as Exhibit 10.26 to the Form
      10-KSB filed May 5, 2003, and incorporated herein by reference).

10.17 Consulting Agreement between the Company and Suns Associates Group,
      dated November 13, 2002 (included as Exhibit 10.27 to the Form 10-KSB
      filed May 5, 2003, and incorporated herein by reference).

10.18 Non-Employee Director Agreement between the Company and Dick Meador,
      dated March 31, 2003 (included as Exhibit 10.28 to the Form 10-KSB filed
      May 5, 2003, and incorporated herein by reference).

10.19 Employment Agreement between the Company and Gary F. Kimmons, dated
      February 1, 2003 (included as Exhibit 10.29 to the Form 10-KSB filed May
      5, 2003, and incorporated herein by reference).

10.20 2003 Stock Option Plan, dated February 1, 2003 (included as Exhibit 4.1
      to the Form S-8 filed May 12, 2003, and incorporated herein by
      reference).

10.21 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).

10.22 Settlement Agreement between the Company and Brewer & Pritchard, P.C.,
      dated April 28, 2003 (included as Exhibit 4.3 to the Form S-8 filed May
      12, 2003, and incorporated herein by reference).

10.23 Financial Public Relations Agreement between the Company and Strategic
      Resources, dated April 24, 2003 (included as Exhibit 10.32 to the Form
      10-QSB filed August 18, 2003, and incorporated herein by reference).

10.24 Settlement Agreement between the Company and Brewer & Pritchard, P.C.,
      dated April 28, 2003 (included as Exhibit 10.33 to the Form 10-QSB filed
      August 18, 2003, and incorporated herein by reference).

10.25 Consulting Agreement between the Company and Sage Office Solutions,
      dated May 4, 2003 (included as Exhibit 10.34 to the Form 10-QSB filed
      August 18, 2003, and incorporated herein by reference).

10.26 Consulting Agreement between the Company and Donald Giebler, dated May
      14, 2003 (included as Exhibit 10.35 to the Form 10-QSB filed August 18,
      2003, and incorporated herein by reference).

                                15

<PAGE>


10.27 Consulting Agreement between the Company and Benchmark Consulting Inc.,
      dated May 30, 2003 (included as Exhibit 10.36 to the Form 10-QSB filed
      August 18, 2003, and incorporated herein by reference).

10.28 Consulting Agreement between the Company and W. Andrew Stack, dated July
      22, 2003 (included as Exhibit 10.39 to the Form 10-QSB filed August 18,
      2003, and incorporated herein by reference).

10.29 Consulting Agreement between the Company and Gust C. Kepler, dated
      September 17, 2003 (included as Exhibit 4.1 to the Form S-8 filed
      September 19, 2003, and incorporated herein by reference).

10.30 Compensation Agreement between the Company and Wenthur & Chachas, LLP,
      dated September 17, 2003 (included as Exhibit 4.2 to the Form S-8 filed
      September 19, 2003, and incorporated herein by reference).

10.31 BMA Ventures, Inc. Agreement between the Company and BMA Ventures, Inc.,
      dated November 11, 2003 (included as Exhibit 10.42 to the Form 10-QSB
      filed November 17, 2003, and incorporated herein by reference).

10.32 Distribution Agreement between the Company and NPI Management Group,
      Inc., dated October 10, 2003 (included as Exhibit 99.1 to the Form
      10-QSB filed November 17, 2003, and incorporated herein by reference).

10.33 Consulting Services Agreement between the Company and Stanton, Walker &
      Company, dated November 5, 2003 (included as Exhibit 4.1 to the Form S-8
      filed November 10, 2003, and incorporated herein by reference).

10.34 Consulting Services Agreement between the Company and Wenthur & Chachas,
      LLP, dated November 5, 2003 (included as Exhibit 4.2 to the Form S-8
      filed November 10, 2003, and incorporated herein by reference).

10.35 2004 Stock Option Plan (included as Exhibit 4.1 to the Form S-8 filed
      April 5, 2004, and incorporated herein by reference).

10.36 Non-Employee Director Agreement between the Company and Dick Meador,
      dated December 24, 2003 (included as Exhibit 10.47 to the Form 10-KSB
      filed April 23, 2004, and incorporated herein by reference).

10.37 Promissory Note from the Company to Deanna Slater, dated December 31,
      2003 (included as Exhibit 10.48 to the Form 10-KSB filed April 23, 2004,
      and incorporated herein by reference).

10.38 Promissory Note from the Company to Joel Pickell, dated December 31,
      2003 (included as Exhibit 10.49 to the Form 10-KSB filed April 23, 2004,
      and incorporated herein by reference).

10.39 Referral Fee Agreement between the Company and Michael Aczon, dated
      January 19, 2004 (included as Exhibit 10.50 to the Form 10-KSB filed
      April 23, 2004, and incorporated herein by reference).

10.40 Notice of Default and Termination Letter from the Company to NPI
      Management Group, Inc., dated February 5, 2004 (included as Exhibit
      10.51 to the Form 10-KSB filed April 23, 2004, and incorporated herein
      by reference).

                                16
<PAGE>


10.41 Consulting Agreement between the Company and Z.A. Consulting, LLC, dated
      February 27, 2004 (included as Exhibit 10.52 to the Form 10-KSB filed
      April 23, 2004, and incorporated herein by reference).

10.42 Investor Relations Agreement between the Company and FOCUS Partners LLC,
      March 12, 2004 (included as Exhibit 10.53 to the Form 10-KSB filed April
      23, 2004, and incorporated herein by reference).

10.43 First Amendment to Consulting Services Agreement between the Company and
      Stanton, Walker & Company, dated March 29, 2004 (included as Exhibit
      10.54 to the Form 10-KSB filed April 23, 2004, and incorporated herein
      by reference).

10.44 Consulting Agreement between the Company and Isabella Elliott, dated
      March 26, 2004 (included as Exhibit 10.56 to the Form 10-KSB filed April
      23, 2004, and incorporated herein by reference).

10.45 Second Amended and Restated Consulting Agreement between the Company and
      Harvey Levin, dated October 11, 2004 (included as Exhibit 99.6 to the
      Form S-8 filed October 19, 2004, and incorporated herein by reference).

10.46 Second Amended and Restated Consulting Agreement between the Company and
      Jon Pearman, dated October 11, 2004 (included as Exhibit 99.5 to the
      Form S-8 filed October 19, 2004, and incorporated herein by reference).

10.47 Third Amended and Restated Consulting Agreement between the Company and
      Lisa L. Fincher, dated October 11, 2004 (included as Exhibit 99.4 to the
      Form S-8 filed October 19, 2004, and incorporated herein by reference).

10.48 Third Amended and Restated Consulting Agreement between the Company and
      Ted Davis, dated October 11, 2004 (included as Exhibit 99.1 to the Form
      S-8 filed October 19, 2004, and incorporated herein by reference).

10.49 Third Amended and Restated Consulting Agreement between the Company and
      D. Scott Elliott, dated October 11, 2004 (included as Exhibit 99.2 to
      the Form S-8 filed October 19, 2004, and incorporated herein by
      reference).

10.50 Stock and Warrant Purchase Agreement between the Company and D. Scott
      Elliot, dated April 5, 2004 (included as Exhibit 10.30 to the Form
      10-QSB filed August 18, 2004, and incorporated herein by reference).

10.51 Amended and Restated Consulting Agreement between the Company and Linda
      Davis, dated June 3, 2004 (included as Exhibit 10.16 to the Form 10-QSB
      filed August 18, 2004, and incorporated herein by reference).

10.52 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).

                                17
<PAGE>

10.53 Promissory Note between the Company and Elaine Leonard, dated February
      28, 2004 (included as Exhibit 10.62 to the Form 10-QSB filed May 19,
      2004, and incorporated herein by reference).

10.54 Promissory Note between the Company and Joel Pickell, dated March 31,
      2004 (included as Exhibit 10.63 to the Form 10-QSB filed May 19, 2004,
      and incorporated herein by reference).

10.55 Promissory Note between the Company and Deanna Slater, dated March 31,
      2004 (included as Exhibit 10.64 to the Form 10-QSB filed May 19, 2004,
      and incorporated herein by reference).

10.56 Promissory Note between the Company and Harvey Levin, dated April 2,
      2004 (included as Exhibit 10.65 to the Form 10-QSB filed May 19, 2004,
      and incorporated herein by reference).

10.57 Promissory Note between the Company and Jon Pearman, dated April 2, 2004
      (included as Exhibit 10.66 to the Form 10-QSB filed May 19, 2004, and
      incorporated herein by reference).

10.58 Promissory Note between the Company and Ted Davis, dated April 2, 2004
      (included as Exhibit 10.67 to the Form 10-QSB filed May 19, 2004, and
      incorporated herein by reference).

10.59 Investment Agreement between the Company and Dutchess Private Equities
      Fund, II, L.P., dated June 23, 2004 (included as Exhibit 10.69 to the
      Form 8-K filed June 29, 2004, and incorporated herein by reference).

10.60 Purchase Agreement between the Company and Sunil Nariani, dated June 16,
      2004 (included as Exhibit 2.1 to the Form 8-K filed June 23, 2004, and
      incorporated herein by reference).

10.61 Amended Purchase Agreement between the Company and Sunil Nariani, dated
      June 18, 2004 (included as Exhibit 2.2 to the Form 8-K filed June 23,
      2004, and incorporated herein by reference).

10.62 Consulting Agreement between the Company and Sunil Nariani, dated July
      15, 2004 (included as Exhibit 10.72 to the Form 8-K filed July 28, 2004,
      and incorporated herein by reference).

10.63 Employment Agreement between Stellar Software Network, Inc. and Sunil
      Nariani, dated July 15, 2004 (included as Exhibit 10.71 to the Form 8-K
      filed July 28, 2004, and incorporated herein by reference).

10.64 Employment Agreement between the Company and Julie Maranto, dated August
      19, 2004 (included as Exhibit 10.22 to the Form 10-QSB filed November
      22, 2004, and incorporated herein by reference).

10.65 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).

10.66 Consulting Agreement between the Company and Richard Russotto, dated
      September 13, 2004 (included as Exhibit 99.3 to the Form S-8 filed
      October 19, 2004, and incorporated herein by reference).

10.67 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).


                                18
<PAGE>


10.68 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).

10.69 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).

10.70 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).

10.71 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).

10.72 Amended Consulting Services Agreement between the Company and Diya
      Systems, Inc., dated November 19, 2004 (included as Exhibit 10.1 to the
      Form 8-K filed November 23, 2004, and incorporated herein by reference).

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

10.74 Purchase Agreement between the Company and Evert Wilbrink and Bert De
      Ruiter, dated January 17, 2005 (included as Exhibit 10.1 to the Form 8-K
      filed February 16, 2005, and incorporated herein by reference).

10.75 Purchase Agreement between the Company and Ronald C. Rodgers and W. R.
      Slaughter, dated March 2, 2005 (included as Exhibit 10.1 to the Form 8-K
      filed March 10, 2005, and incorporated herein by reference).

10.76 Employment Agreement between the Company and RS Entertainment, Inc. and
      William R. Slaughter, dated February 28, 2005 (included as Exhibit 10.1
      to the Form S-8 filed March 30, 2005, and incorporated herein by
      reference).

10.77 Consulting Agreement between the Company and Randall Hicks, dated March
      21, 2005 (included as Exhibit 10.2 to the Form S-8 filed March 30, 2005,
      and incorporated herein by reference).

10.78 Employment Agreement between the Company and RS Entertainment, Inc. and
      Ronald C. Rodgers, dated February 28, 2005 (included as Exhibit 10.3 to
      the Form S-8 filed March 30, 2005, and incorporated herein by
      reference).

10.79 Purchase Agreement between the Company and Royce D. Bybee and Stephen
      Elderkin, dated April 7, 2005 (included as Exhibit 10.1 to the Form 8-K
      filed April 14, 2005, and incorporated herein by reference).

31.1* Certification  Pursuant to Section 302 of the Sarbanses-Oxley Act of
      2002.

32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.

*    Filed herewith.

                                19

<PAGE>

                            SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the Undersigned, thereunto duly authorized.

                              M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
                             (FKA GK INTELLIGENT SYSTEMS, INC.)




Dated: May 15, 2006             /s/ Gary F. Kimmons
                             By____________________________________
                               Gary F. Kimmons
                               President, Chief Executive Office and
                               Chief Financial Officer