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

                           FORM 10-QSB

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

      For Quarterly period Ended: September 30, 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.)

      432 Park Avenue South, 2nd Floor, New York, NY  10016
        __________________________________________________
       (Address of principal executive offices) (Zip Code)

                          (646)437-3614
        __________________________________________________
       (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 [ ]

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 number of shares outstanding of the registrant's common stock, $0.001 par
value, as of December 9, 2005, was 29,030,767.

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


<PAGE>





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

                      Report on Form 10-QSB

             For the Quarter Ended September 30, 2005

                              INDEX

                                                                      Page

Part I.  Financial Information

         Item 1.  Financial Statements (unaudited)...................   3
                  Condensed Consolidated Balance Sheets..............   4
                  Condensed Consolidated Statements of Operations....   5
                  Condensed Consolidated Statements of Cash Flows....   6
                  Notes to the Condensed Consolidated Financial
                   Statements........................................   8

         Item 2.  Management's Discussion and Analysis
                  or Plan of Operation ..............................  13

         Item 3.  Controls and Procedures ...........................  18

Part II. Other Information

         Item 1.  Legal Proceedings .................................  18

         Item 2.  Changes in Securities .............................  19

         Item 3.  Defaults Upon Senior Securities ...................  21

         Item 4.  Submission of Matters to a Vote of
                  Security Holders ..................................  21

         Item 5.  Other Information .................................  21

         Item 6.  Exhibits ..........................................  22



                                2

<PAGE>


                  PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.




           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES

                (FKA GK INTELLIGENT SYSTEMS, INC.)

                       FINANCIAL STATEMENTS

                        September 30, 2005







                                3

<PAGE>


           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
    (Formerly GK Intelligent Systems, Inc., and Subsidiaries)
              Condensed Consolidated Balance Sheets


                              ASSETS

                                                  September 30, December 31,
                                                       2005         2004
                                                  ------------- -------------
CURRENT ASSETS                                     (Unaudited)

  Cash                                            $     41,332  $     54,096
  Accounts receivable                                        -       183,104
  Other current assets                                  10,000         3,473
                                                  ------------- -------------

     Total Current Assets                               51,332       240,673
                                                  ------------- -------------

FIXED ASSETS, NET                                       10,026         9,964
                                                  ------------- -------------
OTHER ASSETS

  Goodwill                                                   -       136,839
                                                  ------------- -------------

     Total Other Assets                                      -       136,839
                                                  ------------- -------------

     TOTAL ASSETS                                 $     61,358  $    387,476
                                                  ============= =============

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                                $    138,157  $    257,548
  Accounts payable - related parties                         -         3,697
  Accrued expenses                                     883,360       777,634
  Accrued expenses - related parties                    79,230        65,681
  Notes payable                                        252,000       164,000
  Notes payable - related parties                      609,121       232,421
                                                  ------------- -------------

     Total Current Liabilities                       1,961,868     1,500,981
                                                  ------------- -------------

     TOTAL LIABILITIES                               1,961,868     1,500,981
                                                  ------------- -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock, Series B: $0.001 par value,
    100,000 shares authorized, 232,276 shares
    issued and outstanding                                 232             -
  Common stock: $0.001 par value, 275,000,000
    shares authorized, 34,280,768 and 1,112,731
    shares issued and outstanding, respectively         34,281         1,113
  Additional paid-in capital                        62,357,263    46,811,939
  Stock subscriptions receivable                    (1,698,625)     (500,000)
  Accumulated deficit                              (62,593,661)  (47,426,557)
                                                  ------------- -------------

     Total Stockholders' Equity (Deficit)           (1,900,510)   (1,113,505)
                                                  ------------- -------------
     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                             $     61,358  $    387,476
                                                  ============= =============



      The accompanying notes are an integral part of these
           condensed consolidated financial statements.

                                4
<PAGE>
<TABLE>
<CAPTION>


                M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
          (Formerly GK Intelligent Systems, Inc. and Subsidiaries)
               Condensed Consolidated Statements of Operations
                                 (Unaudited)


                                          For the Three Months Ended   For the Nine Months Ended
                                                September 30,                 September 30,
                                             2005            2004          2005           2004
                                         ------------- -------------- -------------- -------------

                                      <c>           <c>            <c>            <c>

REVENUES                                 $          -  $           -  $           -  $          -

COST OF GOODS SOLD                                  -              -              -             -
                                         ------------- -------------- -------------- -------------

GROSS PROFIT                                        -              -              -             -
                                         ------------- -------------- -------------- -------------

OPERATING EXPENSES

  Depreciation and amortization                   670            123          1,594           387
  Consulting fees                           3,426,797        468,745      4,574,619     1,321,635
  Payroll expenses                             77,025         60,000        187,500       487,201
  Impairment of investments                    49,756              -         49,756             -
  Impairment of subscriptions
    receivable                             10,044,713              -     10,044,713             -
  General and administrative                   73,158          4,119        214,199        30,475
                                         ------------- -------------- -------------- -------------

     Total Expenses                        13,672,119        532,987     15,072,381     1,839,698
                                         ------------- -------------- -------------- -------------

LOSS FROM OPERATIONS                      (13,672,119)      (532,987)   (15,072,381)   (1,839,698)
                                         ------------- -------------- -------------- -------------
OTHER INCOME (EXPENSE)

  Gain on extinguishment of debt                    -              -              -       871,090
  Gain on release of debt                           -         (4,177)             -       (26,298)
  Interest expense                            (22,993)       (17,148)       (56,774)      (68,055)
                                         ------------- -------------- -------------- -------------

    Total Other Income (Expense)              (22,993)       (21,325)       (56,774)      776,737
                                         ------------- -------------- -------------- -------------

LOSS FROM CONTINUING OPERATIONS          $(13,695,112) $    (554,312) $ (15,129,155) $ (1,062,961)
                                         ============= ============== ============== =============
INCOME (LOSS) FROM DISCONTINUED
 OPERATIONS                                         -         36,316        (37,949)       36,316
                                         ------------- -------------- -------------- -------------

NET LOSS                                 $(13,695,112) $    (517,996) $ (15,167,104) $ (1,026,645)
                                         ============= ============== ============== =============
BASIC AND DILUTED LOSS PER SHARE

  Basic and diluted loss from
  continuing operations                  $      (0.51) $       (0.10) $       (1.26) $      (0.34)

  Basic and diluted loss from
  discontinued operations                        0.00          (0.01)          0.00         (0.01)
                                         ------------- -------------- -------------- -------------

  Total Basic and Diluted Loss Per Share $      (0.51) $       (0.11) $       (1.26) $      (0.35)
                                         ============= ============== ============== =============
WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                    27,079,007      5,284,733     12,006,149     3,159,410
                                         ============= ============== ============== =============


The accompanying notes are an integral part of these condensed consolidated financial statements.

                                      5

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



                M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
          (Formerly GK Intelligent Systems, Inc. and Subsidiaries)
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)


                                                                        For the Nine Months Ended
                                                                               September 30,
                                                                             2005         2004
                                                                       ------------- -------------

                                                                    <c>           <c>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                             $(15,167,104) $ (1,026,645)
  Adjustments to reconcile net loss to net cash used
   by operating activities:
     Depreciation and amortization                                            1,594           729
     Gain on release of debt                                                      -      (871,090)
     Loss on extinguishment of debt                                               -        26,298
     Amortization of unearned compensation                                        -       476,235
     Impairment of goodwill                                                 136,839             -
     Impairment of subscriptions receivable                              10,044,713             -
     Issuance of common stock, stock options, and
       warrants for services rendered                                     4,335,386       845,447
  Changes in operating assets and liabilities:
     Change in assets and liabilities from discontinued operations          (43,166)      101,086
     Decrease in accounts receivable and accounts receivable - related            -        (8,360)
     (Increase) decrease in other current assets                            (10,000)            -
     Increase (decrease) in accounts payable and accrued expenses           123,748        30,695
     Increase (decrease) in accounts payable and accrued expenses
       - related party                                                        9,852      (188,716)
                                                                       ------------- -------------

         Net Cash Used by Operating Activities                             (568,138)     (614,321)
                                                                       ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of fixed assets                                                   (3,747)       (9,581)
                                                                       ------------- -------------

         Net Cash Provided By (Used In) Investing Activities                 (3,747)       (9,581)
                                                                       ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Net proceeds from notes payable                                                 -        40,000
  Net proceeds from notes payable - related party                           559,121       154,614
  Common stock issued for cash                                                    -       514,998
  Proceeds from stock subscriptions receivable                                    -        10,000
  Purchase of cash in acquisitions                                                -       105,085
                                                                       ------------- -------------

         Net Cash Provided by Financing Activities                          559,121       824,697
                                                                       ------------- -------------

NET (DECREASE) INCREASE IN CASH                                             (12,764)      200,795

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

CASH AT END OF PERIOD                                                  $     41,332  $    200,892
                                                                       ============= =============


The accompanying notes are an integral part of these condensed consolidated financial statements.


                                      6

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


                M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
          (Formerly GK Intelligent Systems, Inc. and Subsidiaries)
         Condensed Consolidated Statements of Cash Flows (Continued)
                                 (Unaudited)



                                                                        For the Nine Months Ended
                                                                               September 30,
                                                                             2005         2004
                                                                       ------------- -------------

                                                                    <c>           <c>
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:

Cash Paid For:

  Income taxes                                                         $          -  $          -
  Interest                                                             $          -  $          -

Schedule of Non-Cash Investing and Financing Activities:

  Common stock issued for debt                                         $          -  $    271,145




The accompanying notes are an integral part of these condensed consolidated financial statements.


                                      7

</TABLE>
<PAGE>


           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
     (Formerly GK Inelligent Systems, Inc. and Subsidiaries)
     Notes to the Condensed Consolidated Financial Statements

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted in accordance with such rules and regulations.
The information furnished in the interim condensed financial statements
includes normal recurring adjustments and reflects all adjustments, which, in
the opinion of management, are necessary for a fair presentation of such
financial statements.  Operating results for the nine months ended September
30, 2005 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2005.

NOTE 2 - CORRECTION OF ERROR

In the third quarter the Company determined that the acquisitions of RS
Entertainment, Corazong and M Power Futures were not yet fully consummate, due
to the existence of certain unfulfilled contingencies and Company 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 the Company. 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 the Company, to
more accurately reflect the substance and current status of the transactions.
The values of the respective subscriptions receivable have been impaired at
the end of the period based on the decreasing market value of the Company's
common stock from the acquisition dates through September 30, 2005.

NOTE 3 - DESIGNATION OF PREFERRED STOCK

On February 7, 2005, the Company's Board of Directors elected to create and
designate a class of Series B Convertible Preferred Stock, primarily for the
purpose of facilitating the consummation of the Company's acquisition of
Corazong Music Management, B.V. (see Note 3).   As a part of this action, the
Board of Directors authorized 100,000 shares of $0.001 par value Series B
Convertible Preferred Stock, which could be converted into common stock at a
rate of 3.15 post-split Common Shares for one Series B Preferred Share, after
May 1, 2005.  The Series B Preferred Shares carry no liquidation preference,
and no dividend rate.

Additionally, on March 2, 2005, the Company issued 132,276 shares of Series B
Convertible Preferred Stock for the purpose of facilitating the consummation
of the Company's acquisition of R.S. Entertainment, Inc. (see Note 3).

On April 7, 2005, the Company's Board of Directors elected to create and
designate a class of Series C Convertible Preferred Stock, primarily for the
purpose of facilitating the consummation of the Company's acquisitions of
White Canyon, Inc. and Channel Access, Inc.  As a part of this action, the
Board of Directors authorized 1,000,000 shares of $0.01 par value Series C
Convertible Preferred Stock, which, upon issuance, could be converted into
common stock at a rate of four post-split Common Shares for one Series C
Preferred Share.  The Series C Preferred Shares carry no liquidation
preference, and no dividend rate.


                                8

<PAGE>



           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
     (Formerly GK Inelligent Systems, Inc. and Subsidiaries)
     Notes to the Condensed Consolidated Financial Statements


NOTE 4 - ACQUISITION AGREEMENTS

Acquisition Agreement with Corazong Music Management
----------------------------------------------------

On January 17, 2005, the Company entered into a Purchase Agreement with two
unrelated individuals, whereby the Company would acquire all of the issued and
outstanding common stock of Corazong Music Management B.V., a Dutch
corporation ("Corazong"), in exchange for $1,260,000, to be paid in the form
of 100,000 shares of Series B Convertible Preferred Stock.  As an additional
stipulation to the Acquisition, the Company 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. The Agreement was originally signed on
February 11, 2005.  However, as the Company has been unable to provide the
agreed-upon line of credit, the acquisition has not been consummated, and the
Company can provide no assurance that it will ever be consummated.

Acquisition Agreement with R.S. Entertainment
---------------------------------------------

On March 2, 2005, the Company contracted to purchase all of the outstanding
common stock of R.S. Entertainment, Inc., a Utah Corporation, ("RSE") for
$1,000,000 in shares of the Company's unregistered common stock, or in the
equivalent value of Series B convertible preferred stock.   The value of the
shares is to be the average market value of the five business days prior to
the date of issuance.  The Company issued 132,276 Series B convertible
preferred shares pursuant to this Agreement.  As an additional stipulation of
the Acquisition Agreement, the Company further 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.  Due to the fact that the
line of credit was not available as of May 31, 2005, an additional 15,000
post-split shares of the Company's common stock were issued to RSE.  As of the
date of this report, the Company has not been able to provide the agreed-upon
line of credit to RSE.  Therefore, the Acquisition has not been officially
consummated.  The Company can provide no assurance that the line of credit
will be provided for RSE, or that the Acquisition of RSE will ever be
consummated.

Specializing in the independent motion picture industry, RSE provides
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.

Acquisition Agreement with White Canyon, Inc. and Channel Access, Inc.
---------------------------------------------------------------------

On April 7, 2005, the Company entered into a Purchase Agreement with two
unrelated individuals, whereby it was 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, the
Company was to issue 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 the Company at $4.00 per share.  Additionally, upon the Company's
completion of a stock-split, the Company was to issue to the individuals an
additional 100,000 post-split shares of its common stock as further
consideration for the acquisitions.


                                9
<PAGE>


           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
     (Formerly GK Inelligent Systems, Inc. and Subsidiaries)
     Notes to the Condensed Consolidated Financial Statements


NOTE 4 - ACQUISITION AGREEMENTS

Acquisition Agreement with White Canyon, Inc. and Channel Access, Inc
----------------------------------------------------------------------

On September 30, 2005, the Company and the Sellers mutually elected to rescind
the Acquisition Agreement.  Therefore, at September 30, 2005, all shares
issued to the sellers in connection with this Agreement have been returned to
the Company, and none of the parties to the original Acquisition Agreement
maintains any additional obligations to one another.

Acquisition of M Power Futures, Inc.
------------------------------------

On May 25, 2005, the Company entered into a Purchase Agreement whereby it was
to acquire 82.4% of the issued and outstanding common stock of M Power
Futures, Inc., a Delaware corporation ("MPF"), in exchange for 15,250,000 of
the Company's post-split common shares.

MFP is an entity with no operations, assets, or liabilities, other than its
100% ownership of Alan Howarth, Inc. ("Howarth"), a Nevada Corporation.  MPF
acquired 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 the Company is unable to have its common stock listed on the American Stock
Exchange within 180 days of the Agreement date, or if the Company fails 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 MPF has been unable to provide Howarth with the
agreed-upon line of credit, its acquisition of MPF is not deemed to have been
officially consummated as of September 30, 2005.  Therefore, MPF continues to
be en entity with no assets or liabilities.  The Company can provide no
assurance that the acquisition of Howarth by MPF will ever be consummated, or
that the Company will obtain effective control of Howarth.

Howarth is a Nevada corporation engaged in the business of musical production
and distribution. On the date of acquisition, Howarth's primary assets
consisted of music and recording equipment with a net carrying value of
$567,090, a substantial music library with various patents and rights
pertaining to the library valued at $835,000, and various patents pertaining
to the music library, which have been valued at $500,000.

NOTE 5 - COMMON STOCK ACTIVITY

During the nine months ended September 30, 2005, the Company issued 17,958,163
post-split shares of its previously unissued common stock to various parties
as consideration for services rendered at prices ranging from $0.96 to $0.01
per share (post-split) per share.  In addition, the Company cancelled 40,126
shares pertaining to services provided by Sunil Nariani, the president of
Stellar Software Network, Inc. (Note 5).


                                10

<PAGE>

           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
     (Formerly GK Inelligent Systems, Inc. and Subsidiaries)
     Notes to the Condensed Consolidated Financial Statements


NOTE 5 - COMMON STOCK ACTIVITY

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

May 10, 2005, the Company's Board of Directors ratified by unanimous written
consent a proposal to affect a reverse stock-split of the authorized and
issued common stock on a one share for two hundred shares basis (1:200).  The
split became effective at the opening of business on May 18, 2005.  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.

NOTE 6 - SIGNIFICANT EVENTS

Notes Payable to Related Parties
--------------------------------

During the nine months ended September 30, 2005, the Company borrowed a total
of $203,661 from Gary Kimmons, the Company's primary executive officer.  The
Company made payments of $18,775 on this loan during the period.  As of
September 30, 2005, the outstanding balance on this note totaled $184,886.  No
formal note document was drafted for this arrangement, and the note has no
specific terms, other than it is due on demand.

In addition, the Company borrowed an additional $374,235 from various other
shareholders of the Company.  These notes have no specific repayment terms,
other than that they are due on demand.  The Company has accrued interest on
these amounts at a rate of 8.0% per annum.  Total notes payable to related
parties at September 30, 2005 amounted to $609,121.

Rescission of Agreement with Stellar Software
---------------------------------------------

In July 2005, the Company's wholly-owned subsidiary, Stellar Software Network,
elected to rescind its Acquisition Agreement with the Company.  The common
shares issued by the Company to the owners of Stellar Software were returned
to the Company and cancelled.  The results of Stellar's operations for the six
months ended September 30, 2005 are included in these financial statements as
discontinued operations.  The goodwill originally recorded in relation to the
acquisition of Stellar was fully impaired at September 30, 2005.

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

On May 10, 2005 the Company's Board of Directors resolved to change the
Company's corporate name from GK Intelligent Systems, Inc. to M Power
Entertainment, Inc.

Legal Proceedings
-----------------

During the third quarter of 2005, a lawsuit was filed by Julie Maranto, the
former owner of Ascendant TSG, Inc. ("TSG") against the Company, based on an
alleged breach of contract.  Damages have not been specified in the claim.
The Company filed a Counterclaim for Recission to unwind the acquisition of
TSG based of material misrepresentation of material facts and fraud.  The
Company anticipates a favorable outcome from these proceedings, and no
additional liabilities have been accrued relating this lawsuit.  The business
operations of the TSG subsidiary are considered to have been discontinued as
of June 30, 2005.


                                11

<PAGE>


           M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
     (Formerly GK Inelligent Systems, Inc. and Subsidiaries)
     Notes to the Condensed Consolidated Financial Statements



NOTE 7 - BUSINESS CONDITION

The Company's consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have significant
amounts of cash or other material liquid assets, nor does it have an
established source of revenues sufficient to cover its operating costs and to
allow it to continue as a going concern.  The consolidated financial
statements do not reflect any adjustments that might result from the outcome
of this uncertainty

The Company's ability to continue as a going concern is dependent upon its
ability to a) maximize and grow its current revenue streams; b) streamline
current operations to reduce costs and overhead; and c) generate additional
debt and equity capital sufficient to continue carrying-out its business plan
and to pay its obligations as they become due.  In addition, the Company
anticipates entering into various arrangements with compatible operating
business.

NOTE 8 - SUBSEQUENT EVENTS

Acquisition of Tropical Printing, LLC
-------------------------------------

On November 18, 2005, the Company entered into a Purchase Agreement with two
unrelated individuals wherein it acquired 100% of the issued and outstanding
common stock of Tropical Printing, LLC, a Florida Corporation ("Tropical").
As consideration for the common shares of Tropical, the Company paid $450,000
to the unrelated individuals, in the form of 9,999,999 shares of the Company's
common stock.  The value of the shares was determined to be $0.045 per share,
based on the five-day average closing price of the Company's common stock.  In
addition, Tropical agreed to pay 1% of its gross revenues to the Company on a
monthly basis, in consideration of overhead costs related to regular business
practices.   When the Purchase Agreement was consummated on November 22, 2005,
Tropical began to operate as a wholly-owned subsidiary of the Company.

Tropical is a printing company located in Sarasota, Florida, providing
printing services to businesses in the U.S. and Canada, specializing in
"turnkey" production.  Tropical is a full service commercial printer with a
focus on printing publications. Tropical has continuing contracts to print
several monthly publications. It derives a large portion of its revenues by
printing and distributing tickets and programs for live entertainment.

Investor Relations Agreement
----------------------------

In November 2005, the Company signed an Agreement with Prestige Procurement
and Networking Services ("Prestige") whereby the Company agreed to manage
Prestige's investor relations programs and expansions in Asia, beginning in
Thailand.  Additionally, Prestige agreed to assist the Company in obtaining
production opportunities for the 2008 Olympics in Beijing, China.  To date, no
consideration has exchanged hands in relation to this Agreement.


                                12



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 and nine months ended September 30, 2005 to the same period in 2004.
This discussion and analysis should be read in conjunction with our
consolidated condensed 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.

OVERVIEW

M Power Entertainment seeks to develop and introduce lifestyle initiatives to
emerging global markets with an initial focus on entertainment.

We seek to identify profitable opportunities and introduce appropriate
business models with a lifestyle component emphasizing personal initiative,
creativity, responsibility and achievement.

We seek to attract companies with innovative lifestyle concepts, products,
services, or investment opportunities that have developed into profitable
businesses, but which lack the market clout to break the entrepreneurial glass
ceiling. By aligning with M Power Entertainment, these exciting companies can
obtain access to capital, creative direction and infrastructure support that
would otherwise be unavailable to them. By aligning with M Power, these
companies also can create synergies with other member companies that will
result in far greater accomplishments than they could achieve on their own.

We also seek to identify prudent investment opportunities that will create
platforms for growth and development of our acquired companies, including
investments in the international marketplace.

This is a dynamic, emerging business model aimed at vitalizing the
relationship between lifestyle providers and consumers, whether in music,
film, communications, learning, design, apparel, real estate, franchise and
brand development or other market areas to create a full, meaningful,
empowered lifestyle.


                                13


<PAGE>


Existing ventures may be incorporated into the initiatives, or new entities
may be created. We own and operate the initiatives using a decentralized
approach with attributes common to most franchising models.

Execution of the M Power strategy has resulted in M Power Entertainment, Inc.
signing several significant acquisition agreements, in our plan to grow
rapidly through acquisition. M Power seeks to acquire profitable companies
with effective management in place to continue growing and expanding as a
subsidiary. While M Power will refrain from imposing its management on future
subsidiary operational management, it does intend to provide uniform controls,
access to capital, and synergistic empowerment for line management
initiatives.

M Power has signed acquisition agreements with several entities because of the
M Power philosophy created and developed by its founder Gary Kimmons. The
philosophy is to empower entrepreneurial people by giving them the resources
to take the base of success that they have developed and expand it to its full
potential. The philosophy recognizes that people with proven track records
need little in the way of direct intervention in the operation of their
businesses. What they do need is financing to grow, corporate structure to
deal with the opportunities that come their way and the visibility to compete
effectively. M Power provides the corporate structure through its executive
management team all of whom have proven track records in merger and
acquisition, accounting, finance and corporate development.

As the future subsidiaries grow and mature, M Power may determine to spin them
off as separate public companies. The spinning off of the subsidiaries would
allow them even greater autonomy, once they have displayed the skills to
operate at the public level, and provide a significant return on investment to
M Power and its financial backers. The funds received in the spin offs would
be reinvested in other acquisitions or paid as dividends. M Power anticipates
that the software division will likely reach this critical mass first.

In July 2004, we acquired Stellar Software Solutions, Inc. as a wholly-owned
subsidiary.  Stellar Software Network is a Texas corporation that hires
professional computer technicians and programmers and contracts their services
to outside entities. The acquisition of Stellar Software Network allowed us to
generate our first revenues since 1999.  However, during the third quarter of
2005, we rescinded our agreement with Stellar, due, in part, to the fact that
its industry of operation did not flow with the long-term business model we
have created for the Company.

In August 2004, we acquired Ascendant Texas Source Group, Inc., a Texas
corporation, that is a full service provider of quality collaborative
e-business process software, process consulting, rapid web development and
hosting services.

In January of 2005, Ascendant lost its only significant customer and ceased
operations. The Company is 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 seller has made various
counter claims. The results of the litigation are undeterminable at this time.

We acquired both Stellar Software Network Inc. and Ascendant Texas Source
Group, Inc. with the intent to generate positive initial cash flow and to
create an internal architecture for managing future acquisitions.



                                14

<PAGE>


On January 17, 2005, the Company entered into a Purchase Agreement with
two unrelated individuals, whereby the Company was to acquire all of the
issued and outstanding common stock of Corazong Music Management B.V., a Dutch
corporation ("Corazong"), in exchange for $1,260,000, to be paid in the form
of 100 shares of Series B Convertible Preferred Stock.  The Company 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. The
transaction was signed by all parties on February 11, 2005.  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.

As of the date of this report, the Company has been unable to provide Corazong
with the agreed-upon line of credit.  Therefore, the acquisition of Corazong
has not been officially consummated.  We can provide no assurance that the
Company will ever be able to provide the line of credit to Corazong, or that
this acquisition will ever be consummated.

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, the Company entered into an agreement to purchase all of the
outstanding common stock of R.S. Entertainment, Inc., a Utah Corporation,
("RSE") in exchange for $1,000,000 in shares of the Company's unregistered
common stock, or in the equivalent value of Series B preferred shares.   As an
additional stipulation of the Acquisition Agreement, the Company further
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.

The Sellers have maintained the right to rescind this Agreement if line of
credit is not available after 120 days of the contract signing.  Although the
Company has extended this date several times, the Company has not been able to
provide the agreed-upon ling of credit, and is technically in default on the
Agreement.  The Company can give no assurances that we will be able to provide
this line of credit, or that the acquisition of RS will ever be officially
consummated.

Specializing in the independent motion picture industry, RSE provides
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.

On April 7, 2005, we entered into a Purchase Agreement with two unrelated
individuals, whereby we contracted 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
agreed to issue 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 the Company at $4.00 per share.  Additionally, we agreed that, upon our
completion of a stock-split, the Company will issue to the individuals an
additional 100,000 post-split shares of our common stock as further
consideration for the acquisitions.


                                15


<PAGE>


During the third quarter of 2005 the Sellers and the Company mutually agreed
to rescind the Purchase Agreement.  This decision to rescind the Agreement was
based, in part, by our inability to complete our listing on the American Stock
Exchange.  Neither the Company nor the Sellers maintain any ongoing
obligations of any kind related to the Purchase Agreement.

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's 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.

On May 25, 2005, we entered into a Purchase Agreement whereby we agreed to
acquire 82.4% of the issued and outstanding common stock of M Power Futures,
Inc., a Delaware corporation ("MPF"), in exchange for 15,250,000 of our
post-split common shares.

MPF is an entity with no operations, assets, or liabilities, other than its
100% ownership of Alan Howarth, Inc., a Nevada Corporation.  MPF agreed 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 is to issue 5,000,000 shares of its
common stock in exchange for all the issued and outstanding common shares of
Howarth.  In addition, MPF has 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 its common stock listed on the American
Stock Exchange within 180 days of the Agreement date, or if the Company fails
to issue the required number of cash and shares to Howarth within thirty days
of becoming listed on the American Stock Exchange.

As of the date of this report, the Company has been unable to provide any sum
of growth capital to Howarth, and has been unable to obtain a listing on the
American Stock Exchange.  Due to these factors, the Company's acquisition of
MPF is not deemed to have been officially consummated.  The Company can
provide no assurances that we will ever be able to provide MPF with the
agreed-upon growth capital, or that we will be able to secure a listing on the
American Stock Exchange, or that we will ever be able to fully consummate the
acquisition of MPF.

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.

In addition, in November 2005 the Company acquired all the issued and
outstanding common stock of Tropical Printing, LLC, a Florida corporation, in
exchange for $450,000 in the form of 9,999,999 shares of common stock.  As a
stipulation of the Acquisition Agreement, the Company 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.

                                16

<PAGE>



RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2005 AS COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2004

We had net revenues of $-0- for the three months ended September 30, 2005
compared to $-0- for same period in 2004. The Company earned and reported
revenues during the third quarter of 2004, but all of those revenues pertained
to the operations of Stellar and Ascendant TSG, which have both been
discontinued.  Because the Company's relationships with both Stellar and
Ascendant TSG were discontinued as of September 30, 2005, the revenues earned
during 2004 have been reclassified in these financial statements as results
from discontinued operations.

We had operating expenses of $13,672,119 for the three months September 30,
2005 compared to $532,987 for the comparative period of 2004. The primary
reason for this increase was that the Company incurred consulting fees
totaling 3,426,797 during the quarter, resulting from various issuances of
common stock to consultants, and the Company recognized an expense of
$10,044,713 relating to the impairment of various subscriptions receivable.

Our net loss was $13,695,112 during the three months ended September 30, 2005
compared to a loss of $517,996 incurred in the comparable period of 2004. Our
increased net loss was the primarily the result of the aforementioned
consulting expenses, and impairment of subscriptions receivable.

NINE MONTHS ENDED SEPTEMBER 30, 2005 AS COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2004

We had net revenues of $-0- for the nine months ended September 30, 2005
compared to $-0- for same period in 2004. The Company earned and reported
revenues during the nine months ended September 30, 2004, but all of those
revenues pertained to the operations of Stellar and Ascendant TSG, which have
both been discontinued.  Because the Company's relationships with both Stellar
and Ascendant TSG were discontinued as of September 30, 2005, the revenues
earned during 2004 have been reclassified in these financial statements as
results from discontinued operations.

We had operating expenses of $15,072,381 for the nine months ended September
30, 2005 compared to $1,839,698 for the comparative period of 2004. The
primary reason for this increase was that the Company recognized an expense of
$10,044,713 on the impairment of subscriptions receivable, and incurred
consulting fees totaling 4,574,619 during the nine months ended September 30,
2005, resulting from various issuances of common stock to consultants.

Our net loss was $15,167,104 during the nine months ended September 30, 2005
compared to a loss of $1,026,645 incurred in the comparable period of 2004.
Our increased net loss was the primarily the result of the aforementioned
impairment expense and consulting expenses.

                                17

<PAGE>


LIQUIDITY

During the nine months ended September 30, 2005, we used cash from operations
of $568,138 compared to using $614,321 in the comparative period of the prior
year. This change results in part from the fact that we recorded a significant
gain on extinguishment of debt during the nine months ended September 30,
2004, which was not duplicated during the comparable period in 2005.  In
addition, the value of common stock issued for services rendered during the
nine months ended September 30, 2005 far exceeded the total for the same
period in 2004.  We had cash on hand of $41,332 as of September 30, 2005
compared to $200,949 cash as of September 30, 2004.  Our most significant cash
inflows during the period resulted from the receipt of $559,121 in the form of
loans from both related and 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 this review, Mr.
Kimmons believes that the Company's disclosure controls and procedures are
effective in ensuring that material information related to the Company is made
known to him by others within the Company.

(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.


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 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.


                                18

<PAGE>


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 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. 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.  The remaining $306,443 has been accrued in our
financial statements under the heading "accrued expenses."

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

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 2. Changes in Securities.

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

On January 18, 2005, February 11, 2005 and March 30, 2005, we issued 1,471
post-split shares 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 post-split shares, 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.


                                19

<PAGE>


On February 18, 2005, we issued 22,500 post-split 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 post-split shares, of common stock to
various consultants 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.

In April 2005, we issued 47,697 post-split shares of our common stock to
various consultants 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.

In May 2005, we issued 589,596 post-split shares of our common stock to
various consultants 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.

In June 2005, we issued 467,000 post-split shares of our common stock to
various consultants 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.

In July of 2005, we issued 6,155,625 post-split shares of our common stock to
various consultants 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.

In August of 2005, we issued 5,182,874 post-split shares of our common stock
to various consultants 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.

In September of 2005, we issued 5,283,333 post-split shares of our common
stock to various consultants 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 November 18, 2005, the Company entered into a Purchase Agreement with two
unrelated individuals wherein it acquired 100% of the issued and outstanding
common stock of Tropical Printing, LLC, a Florida Corporation ("Tropical").
As consideration for the common shares of Tropical, the Company paid $450,000
to the unrelated individuals, in the form of 9,999,999 shares of the Company's
common stock.  The value of the shares was determined to be $0.045 per share,
based on the five-day average closing price of the Company's common stock.  In
addition, Tropical agreed to pay 1% of its gross revenues to the Company on a
monthly basis, in consideration of overhead costs related to regular business
practices.   When the Purchase Agreement was consummated on November 22, 2005,
Tropical began to operate as a wholly-owned subsidiary of the Company.


                                20

<PAGE>



Tropical is a printing company located in Sarasota, Florida, providing
printing services to businesses in the U.S. and Canada, specializing in
"turnkey" production.  Tropical is a full service commercial printer with a
focus on printing publications. Tropical has continuing contracts to print
several monthly publications. It derives a large portion of its revenues by
printing and distributing tickets and programs for live entertainment.


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's 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 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 acquisition of White Canyon, Inc. and Channel Access,
Inc.

On April 7, 2005, the Company contracted to acquire all of the outstanding
shares of White Canyon, Inc. and Channel Access, Inc., Utah Corporations for
1,000,000 shares of its Series C Convertible Preferred Stock.  This
arrangement was rescinded by the parties in September, 2005.

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.

On May 23, 2005, the Company's independent auditors resigned and the Company
engaged new independent auditors.

On May 25, 2005, the Company contracted to acquire all of the issued and
outstanding shares of M Power Futures, Inc., for 15,250,000 post-split shares
of the Company's common stock.  As of the date of this report, the acquisition
remains unconsummated.


                                21

<PAGE>


Item 6.  Exhibits

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


Exhibit    Description
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

4.3  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).

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).


                                22
<PAGE>


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).

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).


                                23

<PAGE>


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).

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).


                                24

<PAGE>


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).

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).


                                25

<PAGE>


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).

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).


                                26

<PAGE>


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).

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).


                                27

<PAGE>


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).

10.80  Consulting Agreement between the Company and Alan Howarth, dated May
18, 2005 (incorporated herein by reference).

10.81  Purchase Agreement between the Company and Alan Howarth, Gordon Jones,
Gary Kimmons, and Sheila Testa, dated May 25, 2005 (incorporated herein by
reference).

10.82  Purchase Agreement between the Company and Sunil Nariani, dated May 31,
2005 (incorporated herein by reference).

10.83  Consulting Services Agreement between the Company and Ronald C. Rogers,
dated July 13, 2005 (incorporated herein by reference).

10.84  Consulting Services Agreement between the Company and William R.
Slaughter, dated July 13, 2005 (incorporated herein by reference).

10.85  Consulting Services Agreement between the Company and Mark Laisure,
dated May 15, 2005 (incorporated herein by reference).

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

31,2** Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanses-Oxley Act of 2002.

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

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

**     Filed herewith.


                                28

<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.)

                                 /S/ Gary F. Kimmons
Dated: December 9, 2005       By____________________________________
                                Gary F. Kimmons
                                President, Chief Executive Office and
                                Chief Financial Officer





                                29