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: June 30, 2002; 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
                             -----------------------

                          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)


                                 (713) 626-1504
              (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 30, 2002, was 19,723,059 (post reverse split adjusted).

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


                                       1
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.

                              Report on Form 10-QSB

                       For the Quarter Ended June 30, 2002

                                      INDEX

                                                                           Page
Part I.  Financial Information

         Item 1.  Financial Statements (unaudited).........................   3
                  Balance Sheets (unaudited) ..............................   3
                  Statements of Operations (unaudited) ....................   4
                  Statements of Cash Flows (unaudited) ....................   5
                  Notes to the Financial Statements .......................   7

         Item 2.  Management's Discussion and Analysis or Plan of Operation. 12

         Item 3.  Controls and Procedures .................................. 14

Part II. Other Information

         Item 1.  Legal Proceedings ........................................ 15

         Item 2.  Changes in Securities .................................... 15

         Item 3.  Defaults Upon Senior Securities .......................... 15

         Item 4.  Submission of Matters to a Vote of Security Holders ...... 15

         Item 5.  Other Information ........................................ 16

         Item 6.  Exhibits and Reports on Form 8-K ......................... 18

                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                                  Balance Sheet

                                     ASSETS

<TABLE>
<CAPTION>
                                                                   June 30,
                                                                     2002
                                                                ----------------
<S>                                                             <C>
                                                                (Unaudited)

CURRENT ASSETS

   Cash                                                         $             -
                                                                ----------------

     Total Current Assets                                                     -
                                                                ----------------

   COMPUTER SOFTWARE, NET                                                     -

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

     TOTAL ASSETS                                               $             -
                                                                ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                             $     1,329,680
   Accrued liabilities                                                2,091,601
   Accrued liabilities - related parties                                269,679
   Notes payable                                                        382,500
   Notes payable - related parties                                      200,000
                                                                ----------------

     Total Current Liabilities                                        4,273,460
                                                                ----------------

     TOTAL LIABILITIES                                                4,273,460
                                                                ----------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock authorized: 10,000,000 preferred shares
    at $0.001 par value; -0- issued and outstanding                           -
   Common stock authorized: 275,000,000 common shares
    at $0.001 par value; 19,723,059 shares issued and outstanding        19,723
   Additional paid-in capital                                        38,807,767
   Unearned compensation                                               (308,146)
   Accumulated deficit                                              (42,792,804)
                                                                ----------------

     Total Stockholders' Equity (Deficit)                            (4,273,460)
                                                                ----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      $              -
                                                               =================
</TABLE>

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

                                       3
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                           From
                                                                                                                         Inception
                                                        For the Three                       For the Six              on October 4,
                                                        Months Ended                       Months Ended                1993 through
                                                          June 30,                           June 30,                    June 30,
                                               -------------------------------   ---------------------------------
                                                    2002             2001               2002             2001              2002
                                               --------------  ---------------   ---------------  -----------------  --------------
<S>                                            <C>             <C>               <C>              <C>                <C>
REVENUES                                       $            -  $             -   $             -  $               -  $      100,156

Cost of sales                                               -                -                 -                  -          29,961
                                               --------------  ---------------   ---------------  -----------------  --------------

   Gross margin                                             -                -                 -                  -          70,195
                                               --------------  ---------------   ---------------  -----------------  --------------

EXPENSES

   Loss on disposal of fixed assets                         -                -                 -                  -       1,385,199
   Depreciation and amortization                            -                -                 -                  -       3,458,369
   Impairment loss on software                              -                -                 -                  -       1,308,520
   General and administrative                         122,306           72,537           199,397            228,829      35,378,739
                                               --------------  ---------------   ---------------  -----------------  --------------

     Total Costs and Expenses                         122,306           72,537           199,397            228,829      41,530,827
                                               --------------  ---------------   ---------------  -----------------  --------------

LOSS BEFORE OTHER INCOME
 (EXPENSE)                                           (122,306)         (72,537)        (199,397)           (228,829)    (41,460,632)
                                               --------------  ---------------   --------------   -----------------  --------------

OTHER INCOME (EXPENSE)

   Interest income                                          -                -                 -                  -           7,663
   Gain on release of debt                              2,250                -             2,250                  -          75,253
   Interest expense                                   (87,279)        (104,808)        (177,237)           (207,866)     (1,227,773)
                                               --------------  ---------------   ---------------  -----------------  --------------

     Total Other Income (Expense)                     (85,029)        (104,808)        (174,987)           (207,866)     (1,144,857)
                                               --------------  ---------------   --------------   -----------------  --------------

LOSS BEFORE INCOME TAXES                             (207,335)        (177,345)        (374,384)           (436,695)    (42,605,489)

INCOME TAXES                                                -                -                 -                  -               -
                                               --------------  ---------------   ---------------  -----------------  --------------

NET LOSS                                             (207,335)        (177,345)        (374,384)           (436,695)    (42,605,489)

DIVIDENDS ON PREFFERED STOCK                                -                -                 -                  -        (187,315)
                                               --------------  ---------------   ---------------  -----------------  --------------

NET LOSS APPLICABLE TO COMMON
 SHAREHOLDERS                                  $     (207,335) $      (177,345)  $     (374,384)  $       (436,695)  $  (42,792,804)
                                               ==============  ===============   ===============  =================  ==============

BASIC LOSS PER SHARE                           $        (0.02) $         (0.02)  $         (0.04) $           (0.06)
                                               ==============  ===============   ===============  =================

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                              17,406,952        8,157,125        13,040,506          7,593,224
                                               ==============  ===============   ===============  =================
</TABLE>

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

                                       4
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                                Since
                                                                                                              Inception
                                                                           For the Six Months               on October 4,
                                                                              Months Ended                  1993 through
                                                                                June 30,                      June 30,
                                                                 --------------------------------------
                                                                         2002                2001               2002
                                                                 ------------------  ------------------  -----------------
   <S>                                                           <C>                 <C>                 <C>
   CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                      $         (374,384) $         (436,695) $    (42,605,489)
   Adjustments to reconcile net loss to net cash
     used by operating activities:
       Depreciation and amortization                                              -                   -         3,458,369
       Loss on disposal of fixed assets                                           -                   -         1,385,199
       Impairment loss on software                                                -                   -         1,308,520
       Gain on release of debt                                               (2,250)                  -           (75,253)
       Beneficial conversion on issuance of debt                                  -                   -           103,068
       Amortization of unearned compensation                                127,354               2,000         5,620,885
       Issuance of Common stock, options and warrants
        for services                                                         60,500                   -        12,981,306
   Changes in operating assets and liabilities:
     (Increase) decrease other assets                                             -              28,622                 -
     Increase (decrease) in accounts payable and accrued
      expenses                                                              166,724             263,886         3,966,703
     Increase in accrued liabilities - related party                         22,056              92,187         1,010,992
                                                                 ------------------  ------------------  ----------------

       Net Cash Used by Operating Activities                                      -            (50,000)       (12,845,700)
                                                                 ------------------  ------------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES

     Purchase of software                                                         -                   -          (915,742)
     Other capital expenditures                                                   -                   -        (1,651,988)
     Organization costs                                                           -                   -           (78,745)
                                                                 ------------------  ------------------  ----------------

       Net Cash Used by Investing Activities                                      -                   -        (2,646,475)
                                                                 ------------------  ------------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of note payable                                         -                   -         1,098,769
   Common stock issued for cash                                                   -                   -        13,624,829
   Payments on notes payable                                                      -                   -          (306,637)
   Proceeds from issuance of notes payable - related party                        -              50,000           250,000
   Receipt of subscription receivable                                             -                   -           779,900
   Capital contributed by the Company's president                                 -                   -            45,314
                                                                 ------------------  ------------------  ----------------

       Net Cash Provided by Financing Activities                                  -              50,000        15,492,175
                                                                 ------------------  ------------------  ----------------

NET DECREASE IN CASH                                                              -                   -                 -

CASH AT BEGINNING OF PERIOD                                                       -                   -                 -
                                                                 ------------------  ------------------  ----------------

CASH AT END OF PERIOD                                            $                -  $                -  $              -
                                                                 ==================  ==================  ================
</TABLE>

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

                                       5
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                Since
                                                                                                              Inception
                                                                           For the Six Months               on October 4,
                                                                              Months Ended                  1993 through
                                                                                June 30,                      June 30,
                                                                 --------------------------------------
                                                                         2002                2001               2002
                                                                 ------------------  ------------------  -----------------
   <S>                                                           <C>                 <C>                 <C>
SUPPLEMENTAL SCHEDULE OF CASH FLOW
   ACTIVITIES:

Cash Paid For:

   Income taxes                                                  $            -      $            -      $              -
   Interest                                                      $            -      $            -      $              -

Schedule of Non-Cash Financing Activities:

   Common stock issued for debt                                  $       13,583      $            -      $        624,256
   Common Stock Issued for debt - realted party                  $      789,062      $            -      $        789,062
   Common stock issued for services - related party              $       60,000      $            -      $      4,609,123
   Options and warrants issued for services                      $            -      $            -      $      2,441,986
   Common stock issued for services                              $          500      $            -      $      5,930,197
   Fixed assets distributed for debt                             $            -      $            -      $         42,738
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                          Note to Financial Statements
                             June 30, 2002 and 2001

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited condensed 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 include 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 six
     months ended June 30, 2002 are not necessarily indicative of the results
     that may be expected for the year ending December 31, 2002.

NOTE 2 - GOING CONCERN

     The Company's financial statements are prepared using accounting principles
     generally accepted in the United States of America 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 cash or other material assets, nor does it have an established source
     of revenue to cover its operating costs and to allow it to continue as a
     going concern. The financial statements do not reflect any adjustments that
     might result from the outcome of this uncertainty. It is the intent of the
     Company to obtain additional financing through equity offerings or other
     feasible financing alternatives to fund its ongoing operations. The Company
     also continues to pursue the development and marketing of its software to
     generate sales to cover the Company's working capital needs and software
     development expenditures. There is no assurance that the Company will be
     successful in raising the needed capital or that there will be sales of its
     software.

NOTE 3 - SIGNIFICANT AND SUBSEQUENT EVENTS

     Due to the increase in costs and the lack of financial funding, the Company
     suspended operations in June 1999.

     In June 2002, the Company, which had been dormant for 3 years, commenced
     the process of reestablishing business operations. The Company is pursuing
     the further development of its software technology and adapting the
     software to current market needs.

     Property and Equipment
     ---------------------

     In June 1999, the Company's assets were seized by landlords and sold to off
     set amounts owing for rent. The Company realized a loss on disposal of the
     fixed assets of $1,385,199.


                                       7
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                          Note to Financial Statements
                             June 30, 2002 and 2001

NOTE 3 - SIGNIFICANT AND SUBSEQUENT EVENTS (Continued)

     Computer Software
     -----------------

     Because of minimal sales in 1999 and no sales through January 2003 the
     Company determined that the software value has been fully impaired. The
     impairment loss recognized was $1,308,520.

     Commitments and Contingencies
     -----------------------------

     On February 10, 2000, the Texas Workforce Commission placed an
     administrative lien on the Company in the amount of $109,024. As of the
     date of this filing the Company has no evidence to show that this lien has
     been released.

     In May 2001, the Company entered into a Consulting and Finder's Fee
     Agreement with The Herman Group pursuant to which the Herman Group was to
     provide services to the Company in connection with the clean-up, strategic
     planning, location and procurement of investors and financing for the
     Company and identification of potential buyer's and/or merger candidates
     for the Company. Despite not having rendered any substantive services to
     the Company, nor procuring any investment or identification of any buyer or
     strategic alliances, on May 14, 2002 the Company received a letter
     threatening a lawsuit for the Company's breach of contract and demanding
     payment of $180,000 as fees due under the contract for services performed
     by the Herman Group. The Company believes The Herman Group's claim is
     without merit as no substantive services were provided and has responded to
     the demand letter. The Company has not accrued any amounts as it cannot
     estimate the amount of potential loss, if any, relating to this agreement.

     On February 1, 2002, a default judgment was entered on behalf of Imperial
     Business Credit, Inc. for $23,200. The Company has accrued the judgment and
     applicable costs in accrued expenses.

     On March 3, 2002, a judgment was filed in the matter of Fidelity Leasing,
     Inc. v. GK Intelligent Systems, Inc. The judgment was in favor of Fidelity
     Leasing in the amount of $29,854 in damages, fees and costs and subject to
     interest at various rates. The Company has accrued the judgment and
     applicable costs in accrued expenses.

     On June 14, 2002, an agreed judgment was entered on behalf of Lyon
     Financial Services d.b.a. The Manifest Group. It was ordered that GK
     Intelligent Systems, Inc. and Gary Kimmons, individually as guarantor, pay
     to Lyon Financial Services d.b.a. The Manifest Group the sum of $20,000
     with interest at eight percent per annum from September 20, 2001 to the
     above date of judgment, as well as $1,500 in attorney's fees. Subsequent to
     the judgment for $21,500, the two parties agreed to settle for $12,750.

     The Company has paid $5,750 subsequently. The Company has accrued the
     judgment and applicable costs in accrued expenses.

                                       8
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                          Note to Financial Statements
                             June 30, 2002 and 2001

NOTE 3 - SIGNIFICANT AND SUBSEQUENT EVENTS (Continued)

     Commitments and Contingencies (Continued)
     -----------------------------------------

     On October 10, 2002, the Company and its President, Gary F. Kimmons entered
     in a Settlement Agreement with an unrelated individual. In this action, the
     individual alleged violations of the securities laws, common law fraud,
     conspiracy, negligence, and negligent misrepresentation and was seeking
     unspecified damages. The individual also alleged that certain officers
     and/or directors may have engaged in insider trading. The parties to this
     matter have released each other from any and all claims or actions they may
     have against each other.

     Stock Split
     -----------

     On March 19, 2002, the Company reverse split its common stock on a 1 for 10
     basis. All references to common stock have been restated to show the effect
     of the reverse split. On the same date the Company approved the filing of
     Amended Articles of Incorporation to increase the number of authorized
     shares of common stock from 250,000,000 shares to 275,000,000 shares with a
     par value of $0.001 per share.

     Common Stock
     ------------

     During 2002, the Company issued 221,980 common shares to various vendors
     valued at $0.18 to $2.00 per share for the conversion of debt.

     During 2002, the Company issued 4,050,000 common shares to various
     consultants valued at $0.10 per share for services performed.

     During 2002, the Company issued 1,208,695 common shares to the Company's
     President/CEO and director valued at $0.10 per share for services
     performed.

     During 2002, the Company issued 6,391,305 common shares to the Company's
     President/CEO and director valued at $0.10 per share for the conversion of
     related party debt.

     Private Placement Memorandum
     ----------------------------

     On October 18, 2002, the Company authorized a Private Placement Memorandum
     (PPM) for accredited investors as defined in Rule 501 of Regulation 1 of
     the Securities Act of 1933. This PPM was for 40 units with each unit
     consisting of 100,000 shares of common stock and a warrant to purchase up
     to 200,000 shares of common stock. Each warrant vests immediately and will
     be exercisable for a period of two years from the date of issuance. Each
     unit is being offered for $25,000 or $0.25 per share. Each warrant is
     exercisable at $0.35 per share.

     The Company has sold 7 units or 700,000 shares of common stock and
     1,400,000 warrants for stock subscription receivable for $175,000.

                                       9
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                          Note to Financial Statements
                             June 30, 2002 and 2001

NOTE 3 - SIGNIFICANT AND SUBSEQUENT EVENTS (Continued)

     Notes Payable - Related Party
     ------------------------------

     On October 1, 2001, the Company entered into a promissory note for $50,000
     with a director of the Company. The note bears an interest rate of 8% per
     annum. This note was converted into 100,000 post-reverse shares of common
     stock on April 1, 2002.

     On September 26, 2002, the Company entered into a promissory note for
     $170,041 with the Company's president and CEO. The note bears an interest
     rate of 6% per annum. This note is unsecured. This note payable formalized
     the repayment of expenses paid by the Company president and CEO on behalf
     of the Company.

     Consulting Agreements
     ---------------------

     On April 24, 2001, GK Intelligent Systems and Berkshire Capital Management
     Co., Inc. ("Berkshire Capital") entered into a Consulting Agreement. Under
     the terms of the Agreement, Berkshire Capital was to provide assistance in
     the development of the corporate strategy and recommend an effective growth
     strategy. This includes mentoring and assistance in forming the structure
     of the functional components of the Company as well as providing technical
     guidance in the establishing of business alliances and relationships.
     Further, Berkshire Capital would aid in the acquisition of administrative
     personnel for the Company. In consideration for their efforts the Company
     issued 1,000,000 unregistered and restricted shares of its common stock on
     the effective date of the agreement. These shares were fully earned and
     non-cancelable at time of issuance. Under the terms of the Agreement,
     Berkshire Capital will be entitled to receive additional shares, pro rata,
     in the event of a reverse stock split within 3 years from the effective
     date. The amount of pro rata shares to be issued will be proportional to
     the shares exchanged in the reverse stock split.

     On March 6, 2002, GK Intelligent Systems and Petty International
     Development, Corp. signed an Engagement Letter memorializing an Agreement
     under which Petty International will act as the Company's non-exclusive
     U.S. consulting, marketing, public offering, mergers and acquisition agent,
     for the purpose of rendering financial advice and other such services. The
     engagement is effective as of April 5, 2001. In consideration for the
     services provided by Petty International the Company issued 1,200,000 post
     reverse split shares of its unregistered and restricted stock. The term of
     this Agreement is for two years from the effective date. In the event that
     the Company determines not to proceed with any transactions after such has
     been accepted in writing, then there is a $50,000 dollar "break-up" fee,
     which is also payable in Company common stock.

     On June 1, 2002, GK Intelligent Systems entered into a Marketing Agreement
     with BTH2, Inc. The terms of the Agreement state that BTH2 is to provide
     its services as a marketing agency for the Company's products for a period
     of 12 months commencing June 1, 2002. In consideration for BTH2's efforts,
     the Company shall compensate BTH2 in the form of a non-refundable monthly
     retainer of $25,000 per month, with the first payment starting 60 days from
     the execution of the Agreement. Additionally as compensation, the Company
     issued 500,000 post-reverse split adjusted shares of its unregistered and
     restricted common stock.

                                       10
<PAGE>
                          GK INTELLIGENT SYSTEMS, INC.
                          (A Development Stage Company)
                          Note to Financial Statements
                             June 30, 2002 and 2001

NOTE 3 - SIGNIFICANT AND SUBSEQUENT EVENTS (Continued)

     Consulting Agreements (Continued)
     ---------------------------------

     On September 13, 2002 GK Intelligent Systems and Alan S. Litvak ("Litvak")
     entered into a Consulting Agreement. The terms of the Agreement set forth
     that Litvak will assist in the identification and procurement of qualified
     investors for the Company. As compensation for the services rendered under
     this Agreement the Company will pay a commission amounting to 10% of the
     total dollars raised in the private placement. Payment to Litvak shall be
     made according to the following formula: 50% of the total amount shall be
     in cash and the remaining 50% shall be in the form of unregistered and
     restricted Common Stock of the Company.

     During 2001 and 2002, the Company entered into a number of additional
     consulting agreement with various individuals and companies wherein they
     are to provide a variety of current and future services to the Company in
     exchange for compensation in the form of cash payments and issuance of
     common stock. Under the provisions of these agreements, the Company is
     obligated to issue a minimum of 1,200,000 shares of common stock plus
     additional cash payments or common stock in lieu of cash as services are
     performed in accordance with terms of the various agreements.

                                       11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

     CAUTIONARY FORWARD - LOOKING STATEMENT
     --------------------------------------

     The following discussion should be read in conjunction with the Company's
financial statements and related notes.

     Certain matters discussed herein may contain forward-looking statements
that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:

     -    the volatile and competitive nature of the software business,
     -    the uncertainties surrounding the rapidly evolving markets in which
          the Company competes,
     -    the uncertainties surrounding technological change and the Company's
          dependence on computer systems,
     -    the Company's dependence on its intellectual property rights,
     -    the success of marketing efforts by third parties,
     -    the changing demands of customers and
     -    the arrangements with present and future customers and third parties.

     Should one or more of these risks or uncertainties materialize or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated.

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

     From inception (October 4, 1993) through March, 1999, the Company has
utilized funds obtained primarily through private placements of restricted
common stock to acquire and develop core software technologies used in the
creation of computer-based training products. The Company's first product,
Around the Web in 80 Minutes, a CD-ROM based internet training course, was
introduced at the COMDEX Fall '98 trade show in mid November 1998 and
subsequently made available to consumers solely through direct sales beginning
in late November 1998. During the first quarter of 1999, in an effort to align
itself with established product distribution companies capable of serving major
national retailers, the Company shifted emphasis from its direct sales approach
to a distributor-based approach and engaged as its marketing representatives
High Altitude Sales and Marketing, Inc. and Computer Generation. As a result,
the Company in turn signed distribution agreements with Ingram Micro, Inc. and
Tech Data Corporation in February and March 1999, respectively. Ingram Micro,
Inc. distributes products and services to more than 115,000 resellers in 120
countries. Tech Data serves more than 100,000 value-added resellers and retail
dealers in the United States, Canada, the Caribbean, Latin America, Europe, and
the Middle East.

     To fund its operations, the Company commenced a private placement in
November 1998, which was closed in early May 1999 after raising $3,373,000 for
the sale of 168,650 (post reverse split adjusted) shares of its common stock.
Due to increased marketing costs associated with product rollout the Company
needed additional capital. Unable to secure necessary capital from institutional
sources, the Company attempted a private placement in May 1999 wherein it
offered 240,000 (post reverse split adjusted) units at $2.00 per unit with each
unit consisting of one share of common stock and one warrant to purchase one
share of common stock at an exercise price of $4.00 per share. As of May 13,
1999, no funding had occurred under the new private placement.

                                       12
<PAGE>

     Thereafter, the Company continued to pursue the private placement of its
securities with accredited investors but was unsuccessful. In May 1999, Gerald
C. Allen requested that Gary F. Kimmons resign as Chief Executive Officer,
claiming that if Mr. Kimmons resigned the Company would receive financing which
would be provided through previous private placement sources. Before a
resignation agreement could be effectuated, the Company at the direction of
Gerald C. Allen announced the resignation of Mr. Kimmons and purported to
appoint Winston Van Bieutenen as Chief Executive. Despite these actions, no
financing was forthcoming as Mr. Allen represented, and on June 11, 1999, Marcus
F. Wray, Jean Paul Dejoria, and Gerald C. Allen all submitted letters of
resignation as officers and directors of the Company. Mr. Kimmons attempted to
resurrect the Company and was unable to do so, and the Company closed its doors
on June 11, 1999.

     Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases and in oral statements made with the approval of an authorized
executive officer which are not historical or current facts are "forward-looking
statements" made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The following
important factors, among others, in some cases have affected and in the future
could affect the Company's actual results and could cause the Company's actual
financial performance to differ materially from that expressed in any
forward-looking statement: (i) the extremely competitive conditions that
currently exist in the market for "blank check" companies similar to the Company
and (ii) lack or resources to maintain the Company's good standing status and
requisite filings with the Securities and Exchange Commission. The foregoing
list should not be construed as exhaustive and the Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.

     Plan of Operation
     -----------------

     The Company has not engaged in any material operations or had any revenues
from operations during the last three fiscal years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its shareholders.
Because the Company has virtually no resources, management anticipates that to
achieve any such acquisition, the Company will be required to issue shares of
its common stock as the sole consideration for such acquisition.

     In the event that the Company contacts or is contacted by a private company
or other entity which may be considering a merger with or into the Company, it
is possible that the Company would be required to raise additional funds in
order to accomplish the transaction. Otherwise, and even though the Company only
possesses nominal funds, as the Company does not engage in any ongoing business
which requires the routine expenditure of funds, the Company would not be
required to raise additional funds during the next twelve months. The Company
does not routinely expend any funds for the ownership or lease of property, as
any routine activities are being conducted out of an office made available by
the Company's President.

                                       13
<PAGE>
     During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing and making the requisite
filings with the Securities and Exchange Commission and the payment of expenses
associated with reviewing or investigating any potential business venture, which
may be advanced by management or principal shareholders, or as loans to the
Company. Because the Company has not identified any such venture as of the date
of this Report, it is impossible to predict the amount of any such loan.
However, any such loan will not exceed $25,000 and will be on terms no less
favorable to the Company than would be available from a commercial lender in an
arm's length transaction. Management may at its discretion raise any required
funds through any private placement of "unregistered" and "restricted"
securities or any public offering of its common stock.

     Results of Operations
     ---------------------

     The Company had no net revenues for the three months and six months ended
June 30, 2002 and 2001. The Company had operating expenses of $122,306 for the
three months ending June 30, 2002 compared to $72,537 for the comparative period
of 2001. The Company had operating expenses of $199,397 for the six months ended
June 30, 2002 compared to $228,829 for the same period in 2001. The increase was
due to the issuance of shares of the Company's common stock to consultants who
are assisting in reviving the Company's operations.

     The Company unsuccessfully launched its product sales in the first six
months of 1999. The Company was unable to raise sufficient capital to sustain
its marketing effort and closed its offices and terminated most of the personnel
in June of 1999. The Company's expenses are accruals of officer compensation and
interest on its liabilities. The Company was inactive until the second quarter
of 2002.

     Liquidity
     ---------

     During the six months ended June 30, 2002 and 2001, the Company used cash
of $-0- and $50,000, respectively. The Company had no cash on hand as of June
30, 2002. The Company ceased operations in 1999 and has been inactive in 2000
and 2001.

Item 3.   Controls and Procedures

     (a) Evaluation of disclosure controls and procedures. Our principal
executive officer and principal financial officer have evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) under the Exchange Act), as of a date within 90 days of
the filing date of this Quarterly Report on Form 10-QSB. Based on such
evaluation, they have concluded that as of such date, our disclosure controls
and procedures are effective and designed to ensure that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in applicable SEC rules and forms.

     (b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of evaluation by our principal executive officer
and principal financial officer.

                                       14
<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 the Company in the amount of
$109,024.

     Lyon Financial Services, Inc. v. GK Intelligent Systems, Inc. On November
19, 2001 Lyon Financial Services made the Company a defendant in docket number
761,933-001 filed in the County Civil Courts of Houston Texas. On June 14, 2002,
an agreed judgment was entered into record in the County Civil Court of Harris
County, Texas. It was ordered that GK Intelligent Systems, Inc. and Gary
Kimmons, individually as guarantor, pay to the plaintiff the sum of $20,000 with
interest at eight percent per annum from September 20, 2001 to the above date of
judgment, as well as $1500 in attorney's fees. This judgment is accumulating
interest at a rate of ten percent per annum from the above date of judgment.

     Claim of The Hermann Group. In May 2001, the Company entered into a
Consulting and Finder's Fee Agreement with The Herman Group pursuant to which
the Hermann Group was to provide services to the Company in connection with the
clean-up, strategic planning, location and procurement of investors and
financing for the company and identification of potential buyer's and/or merger
candidates for the Company. Despite not having rendered any services to the
Company, nor procuring any investment or identification of any buyer or
strategic alliances, on May 14, 2002 the Company received a letter threatening a
lawsuit for the Company's breach of contract and demanding payment of $180,000
as fees due under the contract for services performed by the Hermann Group. The
Company believes The Hermann Group's claim is without merit as no services were
provided and has responded to the demand letter.

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

Item 2. Changes in Securities.

     None.

Item 3. Defaults Upon Senior Securities.

     None.

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

     No matter was submitted to a vote of our shareholders during the second
quarter of 2002.


                                       15
<PAGE>
Item 5. Other Information.

Debt Resolution and Conversion Agreement with High Altitude, Inc.
----------------------------------------------------------------

     On May 3, 2002, the Company issued the shares to High Altitude, Inc., from
its conversion which took place on December 10, 1999, but inadvertently not
issued. On November 10, 1999, the Company and High Altitude, Inc., reached an
agreement with regard to an outstanding debt of four hundred ninety nine
thousand three hundred and thirty two dollars ($499,332) in fees, commissions,
third-party billings and out of pocket expenses. The agreement the parties
entered into provided the Company an additional thirty (30) days in which to
raise the monies owed to High Altitude. At the end of that thirty day period if
the debt was not brought current, High Altitude could elect to take payment for
the monies owed in the form of three million seven hundred and fifty thousand
(3,750,000) shares of the Company's unregistered and restricted common stock. On
December 10, 1999, the debt had not been paid and High Altitude gave said notice
of conversion of debt to stock to the Company. The shares were converted on
December 10, 1999, but inadvertently not issued until May 3, 2002.

Marketing Agreement Between GK Intelligent Systems and BTH2, Inc.
----------------------------------------------------------------

     On June 1, 2002, the Company entered into a Marketing Agreement with BTH2,
Inc. The terms of the Agreement state that BTH2 is to provide its services as a
marketing agency for the Company's products for a period of twelve (12) months
commencing June 1, 2002. In consideration for BTH2's efforts, the Company shall
compensate BTH2 in the form of a non-refundable monthly retainer of twenty five
thousand dollars ($25,000) per month, with the first payment starting sixty (60)
days from the execution of the Agreement. Additionally as compensation, the
Company issued five hundred thousand (500,000) post-reverse split adjusted
restricted shares of common stock.

Promissory Note to BDO Seidman, LLP
-----------------------------------

     On June 12, 2002, the Company executed a promissory note in favor of BDO
Seidman, LLP in the principal amount of eighty five thousand dollars ($85,000)
representing the unpaid balance for past auditing services provided to the
Company. The Company's President Gary F. Kimmons personally guaranteed the
promissory note.

Other Issuances of Restricted Securities.
-----------------------------------------

     On April 1, 2002, the Company authorized the issuance of 100,000
post-reverse split adjusted restricted shares of common stock to Dick Meador in
full satisfaction of the $50,000 promissory note due and payable by the Company
to Mr. Meador. No underwriters were used. The securities were issued pursuant to
an exemption from registration provided under Section 4(2) of the Securities Act
of 1933.

     On April 5, 2002, the Company authorized the issuance of 75,000
post-reverse split adjusted restricted shares of common stock to J.L.
Commodities Company, a company owned and Arne Ray, as full compensation and
satisfaction for the prior legal services provided by Arne Ray, to the Company.
No underwriters were used. The securities were issued pursuant to an exemption
from registration provided under Section 4(2) of the Securities Act of 1933.

     On April 24, 2002, the Company authorized the issuance of 250,000
oost-reverse split adjusted s restricted shares of common stock to Ron Sparkman
pursuant to the terms of that Consulting Agreement dated March 7, 2001, under
which Mr. Sparkman is to provide consultative services to the Company. No
underwriters were used. The securities were issued pursuant to an exemption from
registration provided under Section 4(2) of the Securities Act of 1933.

     On April 24, 2002, the Company authorized the issuance of 550,000
post-reverse split adjusted restricted shares of common stock to Stephen Carper
pursuant to the terms of that Consulting Agreement dated March 15, 2001, under
which Mr. Carper was to assist the Company in negotiating the settlement of the
company's outstanding debt and to establish a new corporate infrastructure to
the Company. No underwriters were used. The securities were issued pursuant to
an exemption from registration provided under Section 4(2) of the Securities Act
of 1933.

                                       16
<PAGE>
     On April 24, 2002, the Company authorized the issuance of 100,000
post-reverse split adjusted restricted shares of common stock to Rockne J.
Horvath pursuant to the terms of that Consulting Agreement dated March 7, 2001,
under which Mr. Horvath is to provide accounting services to the Company. No
underwriters were used. The securities were issued pursuant to an exemption from
registration provided under Section 4(2) of the Securities Act of 1933.

     On April 24, 2002, the Company authorized the issuance of 200,000
post-reverse split adjusted restricted shares of common stock to Technical
Objectives pursuant to the terms of that Consulting Agreement dated March 18,
2001, under which Technical Objectives is to provide technical assistance to the
Company. No underwriters were used. The securities were issued pursuant to an
exemption from registration provided under Section 4(2) of the Securities Act of
1933.

     On April 24, 2002, the Company authorized the issuance of 1,200,000
post-reverse split adjusted restricted shares of common stock to Petty
International Development Corporation, in consideration of executive advisory,
international sales and marketing, and acquisition services provided to the
Company. No underwriters were used. The securities were issued pursuant to an
exemption from registration provided under Section 4(2) of the Securities Act of
1933.

                                       17
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.

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

<TABLE>
<CAPTION>

         Exhibit
         Number         Description
         ----------     -------------------------------------------------------
         <S>            <C>
         3.1(1)         Certificate of Incorporation of the Company and Amendments thereto.
         3.2(1)         By-laws of the Company;
         3.3(2)         Amendment to Certificate of Incorporation
         3.4(4)          Certificate of Amendment to Certificate of Incorporation
         10.11(3)       Consulting Agreement with Berkshire Capital Management Co., Inc.
         10.12(3)       Consulting and Finder's Fee Agreement with The Herman Group, L.P.
         10.13(3)       Engagement Letter with Petty International Development Corp.
         10.14(3)       Consulting Agreement with Ron Sparkman.
         10.15(3)       Consulting Agreement with Rockne J. Horvath.
         10.16(3)       Consulting Agreement with Stephen K. Carper.
         10.17(3)       Consulting Agreement with Renee H. Ethridge.
         10.18(3)       Consulting Agreement with Technical Objective, Inc.
         10.19(3)       Debt Resolution Agreement with Gary F. Kimmons.
         10.20(3)       Interim Compensation Agreement with Gary F. Kimmons.
         10.21(3)       Amended and Restated Consulting Agreement with Dick Meador.
         10.22(3)       Promissory Note to BDO Seidman LLP.
         10.23(3)       Consulting Agreement with Alan S. Litvak.
         10.24(3)       Promissory Note to Gary Kimmons.
         10.25**        Marketing Agreement with BTH2
         99.1**         Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
         99.2**         Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
         99.3**         906 Certification
</TABLE>
------------------------

     (1)  Filed as an exhibit to the Company's registration statement on Form
          10-SB filed on January 24, 1997, and incorporated by reference herein.

     (2)  Filed as an exhibit to the Company's Annual Report for fiscal year
          ended May 31, 1998 on Form 10-KSB filed on September 14, 1998, and
          incorporated by reference herein.

     (3)  Filed as an exhibit to the Company's Current Report on Form 8-K filed
          November 6, 2002 and incorporated by reference herein.

     (4)  Filed as an exhibit to the Company's quaretly report on Form 10-QSB
          for the quarter ended March 31, 2002, filed May ___, 2003, and
          incorporated by reference herein.

     ** Filed herewith.


     (b) Reports on Form 8-K.

     There were no other reports on Form 8-K filed during the period covered by
this report.

                                       18
<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.

                                                GK Intelligent Systems, Inc.


Dated: May 5, 2003                              /S/ Gary F. Kimmons
                                                -------------------------------
                                                By: Gary F. Kimmons
                                                Its: President,
                                                     Chief Executive Officer
                                                     and Chief Financial Officer


                                       19