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: March 31, 2004; 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 May 6, 2004, was 68,966,498.

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

GK INTELLIGENT SYSTEMS, INC.

Report on Form 10-QSB

For the Quarter Ended March 31, 2004

INDEX

Page

Part I. Financial Information
Item 1. Financial Statements (unaudited)................... 3

Consolidated Balance Sheet ........................ 4
Consolidated Statements of Operations ............. 5
Consolidated Statements of Cash Flows.............. 6
Notes to the Consolidated Financial
Statements ............. .......................... 8

Item 2. Management's Discussion and Analysis
or Plan of Operation .............................. 11

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

Part II. Other Information

Item 1. Legal Proceedings ................................. 14

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

Item 3. Defaults Upon Senior Securities ................... 16

Item 4. Submission of Matters to a Vote of
Security Holders .................................. 16

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

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004

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

ASSETS
------
March 31,
2004
-------------
(Unaudited)
CURRENT ASSETS

Cash $ 617
-------------

Total Current Assets 617
-------------

COMPUTER SOFTWARE, NET -
-------------

TOTAL ASSETS $ 617
=============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

CURRENT LIABILITIES

Accounts payable $ 158,520
Accrued liabilities 732,254
Accrued liabilities - related parties 312,167
Stock subscription payable 25,000
Notes payable 195,000
Notes payable - related parties -
-------------

Total Current Liabilities 1,422,941
-------------

TOTAL LIABILITIES 1,422,941
-------------
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; 53,373,892 shares issued and outstanding 53,374
Additional paid-in capital 41,518,702
Unearned Compensation (576,598)
Accumulated deficit (42,417,802)
-------------

Total Stockholders' Equity (Deficit) (1,422,324)
-------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 617
=============

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

GK INTELLIGENT SYSTEMS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From
For the Three Inception
Months Ended on October 4,
March 31, 1993 through
--------------------------- March 31,
2004 2003 2004
-------------- ------------ -------------
REVENUES $ - $ - $ 100,156

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

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

Loss on disposal of fixed assets - - 3,458,369
Depreciation and amortization - - 1,385,199
Impairment loss on software - - 1,308,520
General and administrative 489,642 308,435 37,786,669
-------------- ------------ -------------

Total Costs and Expenses 489,642 308,435 43,938,757
-------------- ------------ -------------

LOSS BEFORE OTHER INCOME (EXPENSE) (489,642) (308,435) (43,868,562)
-------------- ------------ -------------
OTHER INCOME (EXPENSE)

Interest income - - 7,663
Gain on release of debt 871,090 - 3,167,125
Gain on extinguishment of debt - - 60,788
Interest expense (29,519) (83,304) (1,597,501)
-------------- ------------ -------------

Total Other Income (Expense) 841,571 (83,304) 1,638,075
-------------- ------------ -------------

INCOME (LOSS) BEFORE INCOME TAXES 351,929 (391,739) (42,230,487)

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

NET INCOME (LOSS) 351,929 (391,739) (42,230,487)

DIVIDENDS ON PREFERRED STOCK - - (187,315)
-------------- ------------ -------------
NET INCOME (LOSS) APPLICABLE TO
COMMON SHAREHOLDERS $ 351,929 $ (391,739) $(42,417,802)
============== ============ =============
BASIC AND FULLY DILUTED INCOME
(LOSS) PER SHARE $ 0.01 $ (0.02)
============== ============
BASIC AND FULLY DILUTED WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING 29,848,657 21,216,215
============== ============

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

GK INTELLIGENT SYSTEMS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
Since
For the Three Inception
Months Ended on October 4,
March 31, 1993 through
--------------------------- March 31,
2004 2003 2004
-------------- ------------ -------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 351,929 $ (391,739) $(42,230,487)
Adjustments to reconcile net income (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 (871,090) - (3,167,125)
Gain on extinguishments of debt - - (60,788)
Beneficial conversion on issuance of debt - - 103,068
Amortization of unearned compensation 54,518 46,900 6,043,349
Issuance of common stock, options, and warrants
for services 330,201 60,626 14,233,043
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses 6,476 - -
Increase (decrease) in accounts payable and accrued
expenses (70,943) 182,423 3,981,981
Increase in accrued liabilities - related party 127,429 44,423 1,610,534
-------------- ------------ -------------

Net Cash Used by Operating Activities (71,480) (57,367) (13,334,337)

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
Increase in stock subscription payable 25,000 - 25,000
Proceeds from issuance of note payable 47,000 - 1,191,769
Common stock issued for cash - 107,500 14,049,829
Payments on notes payable - - (306,637)
Proceeds from issuance of notes payable - related party - - 250,000
Payments on notes payable - related party - (53,746) (53,746)
Receipt of subscription receivable - - 779,900
Capital contributed by the Company's president - - 45,314
-------------- ------------ -------------

Net Cash Provided by Financing Activities 72,000 53,754 15,981,429
-------------- ------------ -------------

NET INCREASE (DECREASE) IN CASH 520 (3,613) 617

CASH AT BEGINNING OF PERIOD 97 15,566 -
-------------- ------------ -------------

CASH AT END OF PERIOD $ 617 $ 11,953 $ 617
============== ============ =============

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

GK INTELLIGENT SYSTEMS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows (continued)
(Unaudited)

Since
For the Three Inception
Months Ended on October 4,
March 31, 1993 through
--------------------------- March 31,
2004 2003 2004
-------------- ------------ -------------

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:

Cash Paid For:

Income taxes $ - $ - $ -
Interest $ - $ 2,255 $ 39,255

Schedule of Non-Cash Financing Activities:

Common stock issued for debt $ - $ - $ 791,052
Common stock issued for debt-related parties $ 150,000 $ 102,125 $ 1,151,187
Common stock, options and warrants
issued for services $ - $ 170,626 $ 13,902,842
Fixed assets distributed for debt $ - $ - $ 42,783

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

GK INTELLIGENT SYSTEMS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2004 and December 31, 2003
(Unaudited)

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
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 three months ended March 31,
2004 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2004.

NOTE 2 - GOING CONCERN

The Company's consolidated 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. These consolidated 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

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

In March 2004, the Company issued a total of 13,616,666 shares of common stock
to unrelated parties for services rendered to date and in the future with a
total value of $519,117 based on market value on the date of issuance. Of
that amount $32,518 was expensed at March 31, 2004 with the remaining amount
of $486,598 recognized as unearned compensation to be expensed in future
periods as earned. In connection with three of these consulting agreements,
the Company granted options to purchase the Company's common stock, 5,000,000
shares with an exercise price of $0.067 per share and 1,944,444 shares with an
exercise price of $0.086 per share.

Also in March 2004, the Company issued a total of 12,195,122 shares of common
stock to its president and CEO having a total value of $451,220 based on
market value on the date of issuance. $144,019 of that value satisfied
obligations outstanding to the Company's president and CEO with the remaining
$307,201 recognized as additional compensation.

On April 2, 2004, the Company issued a total of 6,944,444 registered shares to
consultants in connection with the exercise of options held by the three
consultants.

GK INTELLIGENT SYSTEMS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2004 and December 31, 2003
(Unaudited)

NOTE 3 - SIGNIFICANT AND SUBSEQUENT EVENTS (Continued)

On April 22, 2004, the Company issued 395,659 common shares to an attorney to
be applied against $26,113 of his outstanding fees.

On April 23, 2004, the Company issued 1,388,888 common shares in satisfaction
of the stock subscription payable of $25,000.

On April 22, 2004, the Company issued 2,190,840 common shares in satisfaction
of $93,000 of notes payable.

On April 22, 2004, the Company issued 1,272,726 common shares to a consultant
for accrued services of $36,000.

On April 23, 2004, the Company issued 3,400,000 common shares to consultants
valued at $0.0225 per share for services to be rendered.

NOTE 4 - RELEASE OF DEBT

The Company has certain accounts payable, notes payable, accrued liabilities,
and accrued interest, which had been outstanding for some time. According to
the Company's legal counsel, The Texas Code V.T.C.A., Civil Practice and
Remedies Code Section 16.004 (a), states that an action upon any contract
obligation or liability founded upon an instrument in writing must be brought
within four years of such a written agreement. As of March 31, 2004, no such
actions to enforce payment of the obligations have been filed. Accordingly, a
total of $3,167,125 have been written off and a gain on release of debt
recognized of which $871,090 and $0.00 has been recorded in the three months
ended March 31, 2004 and 2003, respectively.

NOTE 5 - STOCK OPTIONS

During 1998, the Company established the "1998 Stock Option Plan" (the plan)
to promote the interest of the Company and its shareholders by attracting and
retaining exceptional employees and directors. Any employee, of the Company
is eligible to be designated a participant. The Board of the Company has sole
and complete authority to determine the employees to whom options shall be
granted, the number of each grant and any additional conditions and
limitations. The exercise price shall not be less than the fair market value
of the underlying shares.

A summary of the status of the Company's outstanding stock options as of March
31, 2004 and December 31, 2003 and changes during the three months ended March
31, 2004 and the year ended December 31, 2003 is presented below:

GK INTELLIGENT SYSTEMS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2004 and December 31, 2003
(Unaudited)

NOTE 5 - STOCK OPTIONS (Continued)

March 31, December 31,
2004 2003
--------------------- ---------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
----------- --------- ----------- ---------
Outstanding, beginning of year 4,500,050 $ 0.34 826,559 $ 0.34
Granted 6,944,444 0.20 4,400,000 0.20
Expired/Cancelled - 0.35 (729,509) 0.34
Exercised - - - -
----------- --------- ----------- ---------

Outstanding end of year 11,444,494 $ 0.20 4,500,050 $ 0.20
=========== ========= =========== =========

Exercisable 10,444,494 $ 0.21 3,500,050 $ 0.21
=========== ========= =========== =========

Outstanding Exercisable
------------------------------------ ----------------------

Weighted
Number Average Weighted Number Weighted
Outstanding Remaining Average Exercisable Average
Range of at March 31, Contractual Exercise at March 31, Exercise
Exercise Prices 2004 Life - Years Price 2004 Price
- ----------------- ------------ ------------- --------- ------------ ----------
$ 0.07 - $ 0.09 7,244,444 1.68 $ 0.07 7,244,444 $ 0.07
$ 0.18 3,500,000 7.69 $ 0.18 2,500,000 $ 0.18
$ 0.35 600,000 5.75 $ 0.35 600,000 $ 0.35
$ 0.50 100,000 4.55 $ 0.50 100,000 $ 0.50
$ 25.00 50 4.20 $ 25.00 50 $ 25.00
------------ ------------- --------- ------------ ----------

11,444,494 3.02 $ 0.12 10,444,494 $ 0.12
============ ============= ========= ============ ==========

On October 18, 2002, the Company issued a Private Placement Memorandum (PPM)
to 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.

Through March 31, 2004 the Company has sold 17 units or 1,700,000 shares of
common stock and 3,100,000 warrants for total proceeds of $425,000.

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
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.

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. In order to pay Mr. Kimmon's
salary and other general and administrative expenses such as accountants and
attorneys fees, and for other general purposes, the Company anticipates that
it will need to raise approximately $1,000,000 in 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.

During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing, making
the requisite filings with the Securities and Exchange Commission and paying
general and administrative expenses and expenses associated with reviewing or
investigating any potential business venture, or acquiring any potential
business venture. In the event the Company borrows funds from a related
party, it is anticipated that any related party loans made to the Company 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 ended March 31, 2004
and 2003. The Company had operating expenses of $489,642 for the three months
ended March 31, 2004 compared to $308,435 for the comparative period of 2003.
The $181,207 increase was due primarily to the issuance of shares and options
to consultants. The consultants are developing the Company's business plan
and providing legal and accounting services. The Company paid $384,719 and
$107,526 of these expenses through the issuance of common stock, options and
warrants, in the three month periods ended March 31, 2004 and 2003,
respectively.

During the three months ended March 31, 2004, the Company experienced a
gain on release of debt of $871,090. The Company experienced no gain on
release of debt in the comparative period for 2003. The Texas Code provides,
in part, that any action upon any contract obligation or liability founded
upon an instrument in writing must be brought within four years of such a
written agreement. Approximately $871,090 of the Company's liabilities were
written off during the three months ended March 31, 2004 due to the fact that
the relevant statute of limitations now bars certain actions from being filed
to enforce or collect such liabilities. Interest expense during the three
months ended March 31, 2004 was $29,519, a decrease of $53,785 from the
interest expense of $83,304 incurred in the three months ended March 31, 2003.
The Company attributes the decrease in interest expense to the decrease in
debt as described above.

The Company earned net income of $351,929 during the three months ended
March 31, 2004 compared to a net loss of $391,739 incurred in the three months
ended March 31, 2003. The Company attributes its improvement in net income in
the later period primarily to the $871,090 gain on release of debt experienced
in the three months ended March 31, 2004. This gain on release

of debt is a unique circumstance and is not part of the normal operations of
the Company. The Company expects that additional debts will be removed from
the Company's liabilities in the future as the four year statute of
limitations is satisfied.

Liquidity
----------

During the three months ended March 31, 2004 and 2003, the Company used
cash in operations of $71,480 and $57,367, respectively. The Company had cash
on hand of $617 as of March 31, 2004 compared to $11,953 cash as of March 31,
2003. The Company received $47,000 cash proceeds from the issuance of notes
payable and also received $25,000 cash proceeds from a stock subscription
payable during the three months ended March 31, 2004. The State of Texas
provides that any liabilities founded upon any contract obligation or an
instrument in writing not brought within four years of the date incurred are
not legally collectible. During the three months ended March 31, 2004,
$871,090 of the Company's liabilities fell beyond this statute of limitations.
Accordingly, the Company recorded a gain on the release of debt for this
amount. The Company ceased operations in 1999 and was inactive in 2000 and
2001.

The Company anticipates that it 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. The Company may
seek to raise such needed funds through the sale of its shares of stock or by
borrowing. No assurance can be given that the Company will be able to raise
the necessary funds on terms acceptable to the Company if 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 the Company in the amount of
$109,024.

Awalt Group, Inc.. Awalt Group, Inc. commenced litigation against the
Company 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 $77,189.27 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. The Company has filed an answer and is
defending the lawsuit under Section 16.004 of the Texas Civil Practice and
Remedies Code, i.e., the Company believes that the statute of limitations has
tolled the claim.

11500 Northwest, L.P. 11500 Northwest, L.P. commenced litigation against
the Company 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 never occupied by the Company. Plaintiff is requesting past due
rents of an unspecified amount, broker's commission of $21,806.40, tenant
improvements of $51,439.29, attorney's fees, costs and prejudgment interest.
The Company intends to defend the lawsuit, denies breach of the alleged lease
agreement and further intends to defend under Section 16.004 of the Texas
Civil Practice & Remedies Code, i.e. the Company believes that the statute of
limitations has tolled some or all of the claims. The suit was served on
April 13, 2004 and no discovery has been conducted by either side.

Marathon Oil Company. A default judgment was taken against the Company
in favor of Marathon Oil Company on August 31, 1999 in the amount of
$326,943.00 representing past and future rentals under a lease agreement,
together with $7,500.00 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. The Company believes that the
personal property sold for approximately $28,000.00. To the extent that the
property was leased during the unexpired term, it is possible that there would
be a mitigation of damages claim in favor of the Company. The Company
believes that some or all of the space was subsequently rented approximately
90 days later.

Fidelity Leasing, Inc. On March 3, 2002, a judgment was entered against
the Company in favor of Fidelity Leasing in the amount of $29,854 in damages,
fees and costs, and it is subject to interest.

The Company is 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.

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

On March 8, 2004, the Company issued 1,200,000 restricted shares of
common stock to ZA Consulting LLC at a value of $0.06 per share for consulting
services to be provided to the Company for 12 months following February 27,
2004 pursuant to a Consulting Agreement executed by the parties. The
securities were issued pursuant to exemptions from registration provided under
Sections 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
transaction and no commissions were paid.

On March 25, 2004, the Company issued 12,195,122 restricted shares of
common stock to the Company's CEO, Gary F. Kimmons, at a value of $0.0123 per
share for compensation. The securities were issued pursuant to exemptions
from registration provided under Sections 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.

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 third
quarter.

Item 5. Other Information.

Registered Securities Issued During the Quarter Ended March 31, 2004
--------------------------------------------------------------------

During the three months ended March 31, 2004, the Company issued a total
of 12,416,666 registered shares of its common stock pursuant to Form S-8
registration statements. A total of 500,000 of these shares were issued on
March 5, 2004 to Gordon Jones for $23,000 of consulting services. The
remaining 11,916,666 shares were issued on March 26, 2004 to the following
seven consultants: (a) Harvey Levin was issued 222,222 shares valued at
$0.0225 per share for consulting services to be provided over the following 12
months pursuant to a Consulting Agreement entered into by the parties, and he
also received an option to purchase up to 2,500,000 shares at an exercise
price of $0.06667 per share, exercisable on or before June 15, 2004; (b)
Isabella Elliott was issued 2,550,000 shares valued at $0.0225 per share for
consulting services to be provided over the following 12 months pursuant to a
Consulting Agreement entered into by the parties; (c) Jon Pearman was issued
222,222 shares valued at $0.0225 per share for consulting services to be
provided over the following 12 months pursuant to a Consulting Agreement
entered into by the parties, and he also received an option to purchase up to
2,500,000 shares at an exercise price of $0.06667 per share, exercisable on or
before June 15, 2004; (d) Lisa L. Fincher was issued 2,794,444 shares valued
at $0.0225 per share for consulting services to be provided over the following
12 months pursuant to a Consulting Agreement entered into by the parties; (e)
Ted Davis was issued 777,778 shares valued at $0.0225 per share for consulting
services to be provided over the following 12 months pursuant to a Consulting
Agreement entered into by the parties and he also received an option to
purchase up to 1,944,444 shares at an exercise price of $0.08571 per share,
exercisable on or before June 15, 2004; (f) D. Scott Elliott was issued
2,800,000 shares valued at $0.0225 per share for consulting services to be
provided over the following 12 months pursuant to a Consulting Agreement
entered into by the parties; and (g) Linda Davis was issued 2,555,000 shares
valued at $0.0225 per share for consulting services to be provided over the
following 12 months pursuant to a Consulting Agreement entered into by the
parties.

As explained under "Subsequent Events-Registered Securities Issued After
March 31, 2004" below, the three options held by Harvey Levin (option for
2,500,000 shares), Jon Pearman (option for 2,500,000 shares) and Ted Davis
(option for 1,944,444 shares) were fully exercised on April 2, 2004.

Important Agreements
--------------------

During the first three months of 2004, the Company entered into a large
number of consulting agreements and borrowed money from three parties signing
three promissory notes for $25,000, $15,000 and $7,000 respectively, in favor
of unrelated parties who are not officers, directors or 5% or larger
shareholders of the Company. Copies of these agreements have either
previously been filed as exhibits to the Company's Annual Report on Form
10-KSB for the year ended December 31, 2003, or they are attached to this
report as exhibits.

Subsequent Events
-----------------

Sales of Unregistered Securities After March 31, 2004. On April 22,
2004, the Company issued 433,316 restricted shares of common stock, at a
conversion price of $0.06 per share, to Deanna Slater for the conversion of a
loan in the principal amount of $26,000 Ms. Slater made to the Company on
December 31, 2003. Also on April 22, 2004, the Company issued 212,121
restricted shares of common stock, at a price conversion price of $0.033 per
share, to Deanna Slater for the conversion of a loan in the principal amount
of $7,000 Ms. Slater made to the Company on March 31, 2004. The securities
were issued pursuant to exemptions from registration provided under Sections
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 transaction
and no commissions were paid.

On April 22, 2004, the Company issued 1,272,726 restricted shares of
common stock to Deanna Slater, valued at $0.044 per share, for consulting
services to the Company. The securities were issued pursuant to exemptions
from registration provided under Sections 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 transaction and no commissions were paid.

On April 23, 2004, the Company issued 333,000 restricted shares of common
stock, at a conversion price of $0.06 per share, to Joel Pickell for the
conversion of a loan in the principal amount of $20,000 Mr. Pickell made to
the Company on December 31, 2003. Also, on April 23, 2004, the Company issued
454,545 restricted shares of common stock, at a conversion price of $0.033 per
share, to Joel Pickell for the conversion of a loan in the principal amount of
$15,000 Mr. Pickell made to the Company on March 31, 2004. The securities
were issued pursuant to exemptions from registration provided under Sections
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 transaction
and no commissions were paid.

On April 23, 2004, the Company issued 757,575 restricted shares of common
stock, at a conversion price of $0.033 per share, to Elaine Leonard for the
conversion of a loan in the principal amount of $25,000 Ms. Leonard made to
the Company on February 28, 2004. The securities were issued

pursuant to exemptions from registration provided under Sections 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 transaction and no
commissions were paid.

On April 23, 2004, D. Scott Elliott purchased 1,388,888 restricted shares
of common stock for $25,000 cash. The securities were issued pursuant to
exemptions from registration provided under Sections 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 transaction and no commissions were paid.

Registered Securities Issued After March 31, 2004. On April 2, 2004,
three consultants of the Company exercised options which they received in
connection with Consulting Agreements they have with the Company. Harvey
Levin exercised an option for 2,500,000 shares at $0.06667 per share by
executing a promissory note in favor of the Company for $166,666 which is due
and payable on April 16, 2004. Jon Pearman exercised an option for 2,500,000
shares at $0.06667 per share by executing a promissory note in favor of the
Company for $166,666 which is due and payable on April 24, 2004. Ted Davis
exercised an option for 1,944,444 shares at $0.08571 per share by executing a
promissory note in favor of the Company for $166,666 which is due and payable
on April 30, 2004. The shares of the Company's common stock issued to Messrs.
Levin, Pearman and Davis were registered on a Form S-8 registration statement.

On April 22, 2004, the Company issued 395,659 shares of its common stock
registered on a Form S-8 registration statement to Arne Ray (Ray & Associates)
as payment of $13,056.75 of outstanding legal fees.

On April 23, 2004, the Company issued 3,400,000 shares of its common
stock registered on a Form S-8 registration statement to Richard P. Stanton
(1,700,000 shares) and Richard H. Walker (1,700,000) shares for consulting
services to be rendered pursuant to a Consulting Agreement between the Company
and Stanton Walker & Company dated November 5, 2003.

Important Agreements Entered into After March 31, 2004. Since March 31,
2004, the Company entered into one consulting agreement with Deanna Slater.
Also, Harvey Levin, Jon Pearman and Ted Davis, who are not officers, directors
or 5% or larger shareholders of the Company, executed promissory notes in
favor of the Company in connection with the exercise of options to acquire
shares of the Company's common stock, as explained above. Copies of these
agreements are attached to this report as exhibits.

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.

Exhibit Description
------- -----------
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(5) Marketing Agreement with BTH2
10.26(6) Consulting Agreement with AfterpPlay Entertainment
Inc. dated 12/12/02
10.27(6) Consulting Agreement with Suns Associates Group dated 12/13/02
10.28(6) Non-Employee Director Agreement with Dick Meador dated 3/31/03
10.29(6) Employment Agreement with Gary F. Kimmons dated 2/1/03
10.30(7) GK Intelligent Systems, Inc. 2003 Stock Option Plan
10.31(7) GK Intelligent Systems, Inc. Non-Employee Directors
and Consultants Retainer Stock Plan for the Year 2003
10.32(8) Financial Public Relations Agreement with Strategic
Resources dated 4/24/03
10.33(8) Settlement Agreement with Brewer & Pritchard dated 4/28/03
10.34(8) Consulting Agreement with Sage Office Solutions dated 5/4/03
10.35(8) Consulting Agreement with Donald Giebler dated 5/14/03
10.36(8) Consulting Agreement with Benchmark Consulting dated 5/30/03
10.37(8) Registration Rights Agreement with Benchmark Consulting
dated 5/30/03
10.38(8) Benchmark Consulting Warrant Dated 5/30/03
10.39(8) Consulting Agreement with W. Andrew Stack dated 7/22/03
10.40(9) Consulting Agreement with Gust C. Kepler dated 9/17/03
10.41(9) Consulting Agreement with Wenthur & Chachas dated 9/17/03
10.42(10) BMA Ventures, Inc. Agreement
10.43(11) Distribution Agreement with NPI
10.44(12) Consulting Services Agreement with Stanton, Walker & Company
10.45(12) Consulting Agreement with Wenthur & Chachas dated 11/5/03

10.46(13) GK Intelligent Systems, Inc. 2004 Stock Option Plan
10.47(14) Non-Employee Director Agreement with Dick Meador dated 12/24/03
10.48(14) Promissory Note to Deanna Slater dated 12/31/03
10.49(14) Promissory Note to Joel Pickell dated 12/31/03
10.50(14) Referral Fee Agreement with Michael Aczon dated 1/19/04
10.51(14) Notice of Default and Termination Letter to NPI dated 2/5/04
10.52(14) Consulting Agreement with Z.A. Consulting LLC (David Zazoff)
dated 2/27/04
10.53(14) Investor Relations Agreement with FOCUS Partners LLC dated
3/12/04
10.54(14) First Amendment to Consulting Services Agreement with Stanton,
Walker & Company dated 3/29/04
10.55(14) Consulting Agreement with Harvey Levin dated 3/26/04
10.56(14) Consulting Agreement with Isabella Elliott dated 3/26/04
10.57(14) Consulting Agreement with John Pearmann dated 3/26/04
10.58(14) Consulting Agreement with Lisa L. Fincher dated 3/26/04
10.59(14) Consulting Agreement with Ted Davis dated 3/26/04
10.60(14) Consulting Agreement with D. Scott Elliott dated 3/26/04
10.61(14) Consulting Agreement with Linda Davis dated 3/26/04
10.62** Promissory Note for $25,000 to Elaine Leonard Dated
February 28, 2004
10.63** Promissory Note for $13,000 to Joel Pickell Dated March 31,
2004
10.64** Promissory Note for $7,000 to Deanna Slater Dated March 31,
2004
10.65** Promissory Note for $166,666 to the Company Dated April 2,
2004 signed by Harvey Levin
10.66** Promissory Note for $166,666 to the Company Dated April 2,
2004 signed by Jon Pearman
10.67** Promissory Note for $166,666 to the Company Dated April 2,
2004 signed by Ted Davis
10.68** Consulting Agreement with Deanna Slater Dated May 13, 2004
21(14) Subsidiaries
31.1** Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2** Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
_________________
(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 Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2002, and incorporated by reference herein.

(5) Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2002, and incorporated by reference herein.

(6) Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2003, and incorporated by reference herein.

(7) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed on May 12, 2003, and incorporated by reference herein.

(8) Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2003, and incorporated by reference herein.

(9) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed on September 19, 2003, and incorporated by reference herein.

(10) Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 2003, and incorporated by reference
herein.

(11) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed on October 15, 2003, and incorporated by reference herein.

(12) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed on November 10, 2003, and incorporated by reference herein.

(13) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed on April 5, 2004, and incorporated by reference herein.

(14) Filed as an exhibit to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2004, and incorporated by reference.

** Filed herewith.

(b) Reports on Form 8-K.

The Company filed no reports on Form 8-K during the period covered by
this report.

Subsequent to the period covered by this report the Company filed a
report on Form 8-K on April 9, 2004, to report an Item 5 "Other" event.

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.

/s/ Gary F. Kimmons
Dated: May 18, 2004 By_____________________________________
Gary F. Kimmons
President, Chief Executive Office and
Chief Financial Officer