UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 10-QSB/A
Amendment No 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly period Ended: June 30, 2005; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period _________ to __________
Commission File Number: 0-22057
_________________________________
M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
(FKA GK INTELLIGENT SYSTEMS, INC.)
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 76-0513297
______________________________ _________________
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2602 Yorktown Place, Houston Texas 77056
______________________________________________________
(Address of principal executive offices) (Zip Code)
(212) 731-2310
__________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all Reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of the registrant's common stock, $0.001 par
value, as of August 15, 2005, was 27,264,355.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
1
M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
(FKA GK INTELLIGENT SYSTEMS, INC.)
Report on Form 10-QSB
For the Quarter Ended June 30, 2005
INDEX
Page
Part I. Financial Information
Item 1. Financial Statements (unaudited)................... 3
Condensed Consolidated Balance Sheet............... 3
Condensed Consolidated Statements of Operations.... 4
Condensed Consolidated Statements of Cash Flows.... 5
Notes to the Condensed Consolidated Financial
Statements...................................... 6
Item 2. Management's Discussion and Analysis
or Plan of Operation .............................. 10
Item 3. Controls and Procedures ........................... 11
Part II. Other Information
Item 1. Legal Proceedings ................................. 12
Item 2. Changes in Securities ............................. 13
Item 3. Defaults Upon Senior Securities ................... 13
Item 4. Submission of Matters to a Vote of
Security Holders .................................. 13
Item 5. Other Information ................................. 14
Item 6. Exhibits .......................................... 14
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
M POWER ENTERTAINMENT, INC.
(Formerly GK Intelligent Systems, Inc.)
Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
2005 2004
------------- -------------
(Restated)
ASSETS
CURRENT ASSETS
Cash $ 3,754 $ 54,096
Accounts receivable - 183,104
Other current assets - 3,473
------------- -------------
Total Current Assets 3,754 240,673
------------- -------------
FIXED ASSETS, NET 6,949 9,964
------------- -------------
OTHER ASSETS
Goodwill 136,839 136,839
------------- -------------
Total Other Assets 136,839 136,839
------------- -------------
TOTAL ASSETS $ 147,542 $ 387,476
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 157,988 $ 257,548
Accounts payable - related parties - 3,697
Accrued expenses 828,340 777,634
Accrued expenses - related parties 86,463 65,681
Notes payable 317,000 164,000
Notes payable - related parties 215,061 232,421
------------- -------------
Total Current Liabilities 1,604,852 1,500,981
------------- -------------
TOTAL LIABILITIES 1,604,852 1,500,981
------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock: $0.001 par value, 275,000,000
shares authorized, 16,398,936 and 1,112,731
shares issued and outstanding, respectively 16,399 1,113
Additional paid-in capital 56,458,100 46,811,939
Stock subscriptions receivable (500,000) (500,000)
Accumulated deficit (57,431,809) (47,426,557)
------------- -------------
Total Stockholders' Deficit (1,457,310) (1,113,505)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 147,542 $ 387,476
============= =============
3
M POWER ENTERTAINMENT, INC.
(Formerly GK Intelligent Systems, Inc.)
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2005 2004 2005 2004
------------- ------------- ------------- -------------
(Restated) (Restated)
OPERATING EXPENSES
Depreciation and amortization $ 462 $ 264 $ 924 $ 264
Consulting & professional fees 9,289,861 - 9,816,154 -
General and administrative 51,204 816,805 148,078 1,306,774
------------- ------------- ------------- -------------
Total Expenses 9,341,527 817,069 9,965,156 1,307,038
------------- ------------- ------------- -------------
LOSS FROM OPERATIONS (9,341,527) (817,069) (9,965,156) (1,307,038)
------------- ------------- ------------- -------------
OTHER INCOME (EXPENSE)
Gain (loss) extinguishment of debt - (22,121) - 848,969
Interest expense (22,688) (21,388) (45,096) (50,907)
------------- ------------- ------------- -------------
Total Other Income (Expense) (22,688) (43,509) (45,096) 798,062
------------- ------------- ------------- -------------
NET LOSS $ (9,364,215) $ (860,578) $(10,010,252) $ (508,976)
============= ============= ============= =============
TOTAL BASIC AND DILUTED NET
LOSS PER SHARE $ (1.38) $ (3.81) $ (2.43) $ (13.42)
============= ============= ============= =============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING 6,765,305 226,058 4,119,983 37,913
============= ============= ============= =============
4
M POWER ENTERTAINMENT, INC.
(Formerly GK Intelligent Systems, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30,
---------------------------
2005 2004
------------- -------------
(Restated)
<c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(10,010,252) $ (508,649)
Adjustments to reconcile net loss to net cash used
by operating activities:
Issuance of common stock, stock options, and
warrants for services rendered 9,799,024 581,260
Depreciation and amortization 924 264
Gain on release of debt - (871,090)
Loss on extinguishment of debt - 22,121
Amortization of unearned compensation - 232,824
Changes in operating assets and liabilities:
Accounts receivable - -
Other current assets - 6,476
Accounts payable and accrued expenses (48,854) (2,425)
Accounts payable and accrued
expenses - related party 17,085 131,737
------------- -------------
Net Cash Used by Operating Activities (242,073) (407,482)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of fixed assets 2,091 -
Purchase of fixed assets - (3,209)
------------- ------------
Net Cash Provided By (Used in) Investing Activities 2,091 (3,209)
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 207,000 47,000
Payments on notes payable - related party (17,360) -
Common stock issued for cash - 514,998
------------- -------------
Net Cash Provided by Financing Activities 189,640 561,998
------------- -------------
NET INCREASE (DECREASE) IN CASH (50,342) 151,307
CASH AT BEGINNING OF PERIOD 54,096 97
------------- -------------
CASH AT END OF PERIOD $ 3,754 $ 151,404
============= =============
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:
Cash Paid For:
Income taxes $ - $ -
Interest $ - $ -
Schedule of Non-Cash Investing and Financing Activities:
Common stock issued for debt $ - $ 271,145
5
M POWER ENTERTAINMENT, INC.
(Formerly GK Intelligent Systems, Inc.)
Notes to the Consolidated Financial Statements
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited interim financial statements of M Power
Entertainment, Inc., have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto contained in M Power's
Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the financial
statements which would substantially duplicate the disclosure contained in the
audited financial statements for fiscal 2005 as reported in the Form 10-KSB
have been omitted.
NOTE 2 - RESTATEMENT
In the third quarter M Power determined that the acquisitions of RS
Entertainment and Corazong were not yet fully consummated due to the existence
of certain unfulfilled contingencies and Company obligations. In prior
quarters, these acquisitions were recorded as having been fully consummated,
with the assets and liabilities of these entities and their operations being
consolidated with those of M Power. Because all the terms of the respective
agreements have not been fully completed, these acquisitions are now deemed to
have not been fully consummated. As such, the equity instruments issued
pursuant to these acquisitions have been recorded as subscriptions receivable
in these financial statements, without the assets, liabilities or operations
being consolidated with those of M Power, to more accurately reflect the
substance and current status of the transactions.
Additionally, shares of M Power's common stock originally issued and treated
as the acquisition of a subsidiary (M Power Futures, Inc.) combined with the
impairment of goodwill associated with the valuation of intellectual property
acquired in the acquisition have been reclassified and treated as stock for
services in these financial statements. The previously issued financial
statements reflected impairment of goodwill in the amount $5,395,484, these
financial statements reflect the transaction as stock for services in the
amount of $8,400,000, a net decrease in M Powers loss from operations of
$3,004,516.
Our financial statements for the three and six month periods ended June 30,
2005 have been restated to effect the changes described above. The impact of
the adjustments related to the elimination of RS Entertainment and Corazong
from the consolidated financial statements of M Power as of and for the three
and six month periods ended June 30, 2005 is denoted in the following schedule
as adjustment (1) and the impact of the re-characterization of the M Power
Futures, Inc. transaction is denoted as adjustment (2).
Three Months Ended
June 30, 2005
-------------------------------------
As
Previously
Reported Adjustment As Restated
------------ ------------ ------------
<s> <c> <c> <c>
Revenue $ 659,287 $ (659,287)(1) $ -
Cost of Goods Sold 67,318 (67,318)(1) -
------------ ------------ ------------
Gross profit 591,969 (591,969) -
Operating expenses 6,553,421 (216,410)(1) 9,341,527
- 3,004,516 (2) -
------------ ------------ ------------
Loss from operations (5,961,452) (3,380,075) (9,341,527)
6
Non operating income (expense)
Interest expense (16,303) (6,385)(1) (22,688)
------------ ------------ ------------
Net loss before discontinued operations (5,977,755) (3,386,460) (9,364,215)
Loss from discontinued operations (41,014) (41,014)(1) -
------------ ------------ ------------
Net loss attributable
to common shareholders $(6,018,769) $(3,345,446) $(9,364,215)
============ ============ ============
Basic and diluted income (loss) per share:
Basic loss per share from
continuing operations $ (0.80) $ (0.58) $ (1.38)
Basic loss per share from
discontinued operations (0.01) 0.01 -
------------ ------------ ------------
Basic and diluted net loss per share $ (0.81) $ (0.57) $ (1.38)
============ ============ ============
Shares outstanding 7,518,002 (752,697) 6,765,305
============ ============ ============
Diluted shares outstanding 7,518,002 (752,697) 6,765,305
============ ============ ============
Six Months Ended
June 30, 2005
-------------------------------------
As
Previously
Reported Adjustment As Restated
------------ ------------ ------------
Revenue $ 698,718 $ (698,718)(1) $ -
Cost of Goods Sold 158,337 (158,337)(1) -
------------ ------------ ------------
Gross profit 540,381 (540,381) -
Operating expenses 7,346,212 (385,572)(1) $ 9,965,156
- 3,004,516 (2) -
------------ ------------ ------------
Loss from operations (6,805,831) (3,159,325) (9,965,156)
Non operating income (expense)
Interest expense (33,781) (11,315)(1) (45,096)
------------ ------------ ------------
Net loss before discontinued operations (6,839,612) (3,170,640) (10,010,252)
Discontinued operations (33,054) 33,054 (1) -
------------ ------------ ------------
Net loss attributable
to common shareholders $(6,872,666) $(3,137,586) $(10,010,252)
============ =========== ============
Basic and diluted income (loss) per share:
Basic loss per share from
continuing operations $ (1.58) $ (0.84) $ (2.42)
Basic loss per share from
discontinued operations (0.01) - (0.01)
------------ ------------ ------------
Basic and diluted net loss per share $ (1.59) $ (0.84) $ (2.43)
============ ============ ============
Shares outstanding 4,343,946 (223,963) 4,119,983
============ ============ ============
Diluted shares outstanding 4,343,946 (223,963) 4,119,983
============ ============ ============
7
Balance Sheet Impact
In addition to the effects on our consolidated statement of operations discussed
above, the restatement impacted our consolidated balance sheet as of June 30,
2005. The following table sets forth the effects of the restatement adjustments on
our consolidated balance sheet as of June 30, 2005:
As of
June 30, 2005
-------------------------------------
As
Previously
Reported Adjustment As Restated
------------ ------------ ------------
<s> <c> <c> <c>
Assets:
Current assets $ 395,481 $ (391,727) $ 3,754
Property, plant, and equipment 633,180 (626,231) 6,949
Other Assets - Investments & goodwill 9,610,517 (9,473,678) 136,839
------------ ------------ ------------
Total $10,639,517 $(10,491,975) $ 147,542
============ ============ ============
Liabilities and shareholders deficit:
Current liabilities $ 6,314,319 $(4,709,467) $ 1,604,852
Stockholders' equity (deficit) 4,324,859 (5,782,169) (1,457,310)
------------ ------------ ------------
Total $10,639,178 $(10,491,636) $ 147,542
============ ============ ============
NOTE 3 - DESIGNATION OF PREFERRED STOCK
On February 7, 2005, M Power authorized 100,000 shares of Series B Convertible
Preferred Stock, $0.001 par and convertible into common stock at a rate of
3.15 post-split common shares for one preferred share after May 1, 2005. The
preferred shares carry no liquidation preference and no dividend rate. The
Preferred Stock was authorized specifically for acquisitions of subsidiaries.
In January 2005, M Power attempted to acquire Corazong Music Management B.V.,
a Dutch corporation for 100 shares of Series B convertible preferred stock
valued at $1,260,000 plus a debt funding agreement. Corazong is a music
recording and production entity that manages a catalog of music recordings.
The acquisition of Corazong was never completed and negotiations were
terminated.
In March 2005, M Power attempted to acquire R.S. Entertainment, Inc. ("RSE")
for stock to be valued at $1,020,000 plus a debt funding agreement. RSE is a
Utah Corporation which provides theatrical film distribution services and
strategic market development. The acquisition of RSE was never completed and
negotiations were terminated.
On April 7, 2005, M Power authorized 1,000,000 shares of class of Series C
Convertible Preferred Stock, $0.01 par value, and convertible into common
stock at a rate of four post-split Common Shares for one Series C Preferred
Share. The Series C Preferred Shares carry no liquidation preference, and no
dividend rate. The Series C preferred Shares were authorized specifically to
acquire White Canyon, Inc. and Channel Access, inc. as discussed below.
On April 7, 2005, we agreed to acquire White Canyon, Inc. and Channel Access,
Inc. for 1,000,000 shares of restricted Series C convertible preferred stock,
each share of which could have been converted into four shares of post-split
restricted common stock, or redeemed by us at $4.00 per share. The shares
were issued, but other closing conditions were not satisfied and the attempt
was terminated and the shares canceled.
8
NOTE 4 - COMMON STOCK ACTIVITY
During the three months ended March 31, 2005, M Power issued 191,871 post-
split common shares to various parties for services rendered at current market
values ranging from $0.01 to $0.02 per share.
During the six months ended June 30, 2005, M Power issued 15,036,045
post-split shares of its previously unissued common stock to various parties
as consideration for services rendered at prices ranging from $0.96 to $0.32
per share (post-split) per share.
In May 2005, M Power acquired M Power Futures, Inc. as a wholly owned
subsidiary in exchange for 14,000,000 shares of M Power common stock valued at
$8,400,000. M Power Futures' sole assets consist of intellectual property
acquired in an assignment from a control person, Gary Kimmons. Accordingly,
this payment is shown as compensation expense during 2005. M Power Futures,
Inc. is dormant at December 31, 2005.
NOTE 5 - SIGNIFICANT EVENTS
Reverse Stock-Split
- -------------------
On May 18, 2005, M Power effected a reverse stock-split of its common stock on
a one share for two hundred shares basis (1:200). Following the reverse stock
split, the total outstanding shares of common stock was reduced to 1,374,759
shares. All references to common stock activity within these consolidated
financial statements have been retroactively restated to reflect the effect of
this reverse stock-split.
Change of Corporate Name
- ------------------------
On May 10, 2005 M Power changed its name from GK Intelligent Systems, Inc. to
M Power Entertainment,Inc.
NOTE 6 - SUBSEQUENT EVENTS
Rescission Agreement with Stellar Software
- ------------------------------------------
In July 2005, M Power's wholly-owned subsidiary, Stellar Software Network,
elected to rescind its Acquisition Agreement with M Power. The common
shares issued by M Power to the owners of Stellar Software were returned
to M Power and cancelled.
Legal Proceedings
- ------------------
Subsequent to June 30, 2005, a lawsuit was filed by Julie Maranto, the former
owner of Texas Source Group, Inc. ("TSG") against M Power, based on an
alleged breach of contract. Damages have not been specified in the claim.
M Power filed a Counterclaim for Rescission to unwind the acquisition of
TSG based of material misrepresentation of material facts and fraud. The
Company anticipates a favorable outcome from these proceedings, and no
additional liabilities have been accrued relating this lawsuit. The business
operations of TSG are considered to have been discontinued as of June 30,
2005.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis compares our results of operations for
the three months ended June 30, 2005 to the same period in 2004. This
discussion and analysis should be read in conjunction with our consolidated
condensed financial statements and related notes thereto included elsewhere in
this report and our Form 10-KSB for the year ended December 31, 2004.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Report on Form 10-QSB contains forward-looking statements, including,
without limitation, statements concerning possible or assumed future results
of operations and those preceded by, followed by or that include the words
"believes," "could," "expects," "intends" "anticipates," or similar
expressions. Our actual results could differ materially from these anticipated
in the forward-looking statements for many reasons including the risks
described in our 10-KSB for the period ended December 31, 2004 and elsewhere
in this report. Although we believe the expectations reflected in the
forward-looking statements are reasonable, they relate only to events as of
the date on which the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do
not intend to update any of the forward-looking statements after the date of
this document to conform these statements to actual results or to changes in
our expectations, except as required by law.
RESULTS OF OPERATIONS
THREE MONTHS ENDED June 30, 2005 AS COMPARED TO THE THREE MONTHS ENDED June
30, 2004
We had no revenues for the three months ended June 30, 2005 or 2004.
We had operating expenses of $9,341,527 for the three months ended June 30,
2005 compared to $817,069 for the comparative period of 2004. The primary
reason for this increase was primarily due to the issuance of common stock,
stock options, and warrants to various consultants for services in connection
with our acquisitions and financing efforts.
Our net loss was $ 9,364,215 during the three months ended June 30, 2005
compared to a loss of $860,578 incurred in the comparable period of 2004.
SIX MONTHS ENDED June 30, 2005 AS COMPARED TO THE SIX MONTHS ENDED June 30,
2004
We had no revenues for the six months ended June 30, 2005 or 2004.
We had operating expenses of $9,965,156 for the six months ended June 30, 2005
compared to $1,307,038 for the comparative period of 2004. The increase of
$8,658,118 was primarily due to the issuance of common stock, stock options,
and warrants to various consultants for services in connection with our
acquisitions and financing efforts.
10
Our net loss was $10,010,252 during the six months ended June 30, 2005
compared to a loss of $508,976 incurred in the comparable period of 2004. Our
increased net loss was primarily the result of consulting fees in 2005 and a
$848,969 gain on release of debt during the six months ended June 30, 2004,
which was not duplicated during the six months ended June 30, 2005.
LIQUIDITY
During the six months ended June 30, 2005, we used cash in operations of
$242,073 compared to using $407,482 in the comparative period of the prior
year. This change resulted primarily from a reduction in operating expenses
during the six months ended June 30, 2005. We had cash on hand of $3,754 as
of June 30, 2005 compared to $151,404 cash as of June 30, 2004.
We anticipate that we will need to raise approximately $1,000,000 in cash in
the next twelve months to cover general and administrative expenses and other
anticipated cash needs. We are seeking to raise such needed funds through the
sale of our shares of stock or through issuing debt. We may not be able to
raise the necessary funds on terms acceptable to us, or at all.
Item 3. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer, Gary F. Kimmons, and Chief Financial Officer, Gary F.
Kimmons, have reviewed the Company's disclosure controls and procedures as of
the end of the period covered by this report. Based upon the foregoing, our
Chief Executive Officer concluded that, as of December 31, 2005, our
disclosure controls and procedures were not effective to ensure that the
information required to be disclosed in the Company's Exchange Act reports was
recorded, processed, summarized and reported on a timely basis.
In connection with the completion of its audit of, and the issuance of its
report on the financial statements of M Power for the year ended December 31,
2005, Malone & Bailey, PC identified deficiencies in our internal controls
related to the failure to record the value of common stock issued for
services, the failure to properly record its failed acquisitions and
disclosure controls relating to such transactions during the interim periods
of 2005. The adjustments to these accounts and the footnote disclosure
deficiencies were detected in the audit process and have been appropriately
recorded and disclosed in this Form 10-KSB. We are in the process of
improving our internal controls by training our new bookkeeper in an effort to
remediate these deficiencies. Additional effort is needed to fully remedy
these deficiencies and we are continuing our efforts to improve and strengthen
our control processes and procedures. Our management and directors will
continue to work with our auditors and other outside advisors to ensure that
our controls and procedures are adequate and effective.
(b) Changes in Internal Controls Over Financial Reporting.
There have been no significant changes in internal controls over financial
reporting that occurred during the fiscal period covered by this report that
have materially affected, or are reasonably likely to materially affect, the
registrant's internal control over financial reporting.
11
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
Texas Workforce Commission. On February 10, 2000, the Texas Workforce
Commission placed an administrative lien on us in the amount of $109,024 in
connection with a claim for unpaid compensation by our former employees.
Awalt Group, Inc. Awalt Group, Inc. commenced litigation against us in
January 2004 in the United States District Court, Southern District of Texas,
Houston Division (Cause No. H-03-5832). This case relates to advertising and
promotional services rendered prior to July, 1999. The Plaintiff is
requesting $77,189 for actual amounts invoiced and $10,000 in attorney's fees.
Per their invoices, these are for services rendered from May 26, 1998 through
June 15, 1999. We filed an answer and are defending the lawsuit under Section
16.004 of the Texas Civil Practice and Remedies Code, i.e., we believe that
the statute of limitations has tolled the claim. The case was dismissed by
the Federal court in 2005 for lack of diversity, but the plaintiffs re-filed
in state court alleging a sworn account in the amount of $78,294 plus costs,
interest and attorney fees. We have filed an Answer asserting our statute of
limitations defense. On August 10, 2005 we filed a Motion for Summary
Judgment based on the limitations defense and set it for hearing to be held on
September 2, 2005.
11500 Northwest, L.P. 11500 Northwest, L.P. commenced litigation against us
on October 31, 2003 in the 11th Judicial District Court for Harris County,
Texas (Cause No. 2003-60705). This case relates to a breach of a lease
agreement allegedly entered into on or about March 5, 1999 for certain office
space we never occupied. Plaintiff is requesting past due rents of an
unspecified amount, broker's commission of $21,806, tenant improvements of
$51,439, attorney's fees, costs, and prejudgment interest. We defended the
lawsuit, denied breach of the alleged lease agreement and further defended the
claim for past due rents under Section 16.004 of the Texas Civil Practice &
Remedies Code, i.e. we believe that the statute of limitations has tolled some
or all of the claims. The case was tried on May 12, 2005. Post-trial briefs
have been submitted to the Court and a ruling is pending.
Marathon Oil Company. A default judgment was taken against us in favor of
Marathon Oil Company on August 31, 1999 in the amount of $326,943 representing
past and future rentals under a lease agreement, together with $7,500 in
attorney's fees and post judgment interest at 10% per annum until paid.
Credit towards the judgment was ordered for sale of personal property by the
Sheriff or Constable. We believe the personal property sold for approximately
$28,000. To the extent that the property was leased during the unexpired
term, it is possible that there would be a mitigation of the damages claim in
our favor. We believe that some or all of the space was subsequently rented
approximately 90 days later. The remaining $306,443 has been accrued in our
financial statements under the heading "accrued expenses."
12
A lawsuit was filed by Julie Maranto, the former owner of Texas Source Group,
Inc. ("TSG") against us, Texas Source Group, Inc. and Gary Kimmons as CEO. The
cause of action from the pleadings appears to be breach of contract relating
to her employment agreement against TSG, breach of contract, statutory fraud,
breach of fiduciary duty, common law fraud and negligent misrepresentation
against GKI. Damages have not been specified. We filed a Counterclaim for
Rescission to unwind the transaction entered into effective August 19, 2004
based of material misrepresentation of material facts and fraud. Based on
preliminary discovery, we believe that a favorable outcome of this case for
GKI, now M Power, will be reached.
We are not aware of other claims or assessments, other than as described
above, which may have a material adverse impact on our financial position or
results of operations.
Item 2. Changes in Securities.
Recent Sales of Unregistered Securities
---------------------------------------
In April 2005, we issued 47,697 post-split shares of our common stock to
various consultants for consulting services rendered to the Company. The
securities were registered under Regulation S-8. The party to whom the shares
were issued received information concerning the Company. No underwriters were
involved in the transactions and no commissions were paid.
In May 2005, we issued 443,971 post-split shares of our common stock to
various consultants for consulting services rendered to the Company. The
securities were registered under Regulation S-8. The party to whom the shares
were issued received information concerning the Company. No underwriters were
involved in the transactions and no commissions were paid.
In June 2005, we issued 462,000 post-split shares of our common stock to
various consultants for consulting services rendered to the Company. The
securities were registered under Regulation S-8. The party to whom the shares
were issued received information concerning the Company. No underwriters were
involved in the transactions and no commissions were paid.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
In March 2005, the Company submitted to its shareholders a proposal to split
its common shares on a one share for two hundred shares basis. The reverse
split was approved by a majority of the Company's shareholders and effectuated
in May of 2005. In addition, the Company's shareholders approved an official
change of the Company's corporate name from GK Intelligent Systems, Inc. to M
Power Entertainment, Inc.
13
Item 5. Other Information.
On April 7, 2005, the Company's Articles of Incorporation were amended to
create a certificate of designation for Series C Convertible Preferred Stock
in connection with the attempted acquisition of White Canyon, Inc. and Channel
Access, Inc.
On April 7, 2005, we agreed to acquire White Canyon, Inc. and Channel Access,
Inc. for 1,000,000 shares of restricted Series C convertible preferred stock,
each share of which could have been converted into four shares of post-split
restricted common stock, or redeemed by us at $4.00 per share. The shares
were issued, but other closing conditions were not satisfied and the attempt
was terminated and the shares canceled.
On May 18, 2005, the Company amended its Articles of Incorporation to record
the reverse split of its common stock on a one share for two hundred shares
basis. Also on this date the Company further amended its Articles of
Incorporation so as to change its corporate name from GK Intelligent Systems,
Inc. to M Power Entertainment, Inc.
HJ & Associates, LLC resigned as M Power Entertainment's independent
certifying accountants effective May 23, 2005. The termination of our
relationship with HJ was unanimously accepted by our board on directors on May
23, 2005.
In May 2005, M Power acquired M Power Futures, Inc. as a wholly owned
subsidiary in exchange for 14,000,000 shares of M Power common stock valued at
$8,400,000. M Power Futures' sole assets consist of intellectual property
acquired in an assignment from a control person, Gary Kimmons. Accordingly,
this payment is shown as compensation expense during 2005.
Item 6. Exhibits
(a) List of Exhibits attached or incorporated by referenced pursuant to Item
601 of Regulation S-B.
Exhibit Description
- -------- -----------
2.1 Corporate Reorganization Agreement between the Company and Julie Maranto,
dated August 13, 2004 (included as Exhibit 2.1 to the Form 8-K filed
August 19, 2004, and incorporated herein by reference).
3.1 Amended and Restated Certificate of Incorporation, dated August 11, 1995
(included as Exhibit 3.(i) to the Form 10-SB12G filed January 24, 1997,
and incorporated herein by reference).
3.2 Amended and Restated Bylaws, dated August 11, 1995 (included as Exhibit
3.(ii) to the Form 10-SB12G filed January 24, 1997, and incorporated
herein by reference).
3.3 Certificate of Amendment to the Certificate of Incorporation (included as
Exhibit 3.3 to the Form 10-KSB filed September 14, 1998, and incorporated
herein by reference).
14
3.4 Certificate of Amendment to the Certificate of Incorporation (included as
Exhibit 3.(i) to the Form 10-QSB filed May 5, 2003, and incorporated
herein by reference).
3.5 Certificate of Amendment of Certificate of Incorporation (included as
Exhibit 3.1 to the Current Report on Form 8K filed on May 19, 2005, and
incorporated herein by reference).
4.1 Registration Rights Agreement between the Company and Benchmark
Consulting Inc., dated May 30, 2003 (included as Exhibit 10.37 to the
Form 10-QSB filed August 18, 2003, and incorporated herein by reference).
4.2 Warrant Agreement between the Company and Benchmark Consulting Inc.,
dated May 30, 2003 (included as Exhibit 10.38 to the Form 10-QSB filed
August 18, 2003, and incorporated herein by reference).
4.3 Registration Rights Agreement between the Company and Dutchess Private
Equities Fund, II, L.P., dated June 23, 2004 (included as Exhibit 10.70
to the Form 8-K filed June 29, 2004, and incorporated herein by
reference).
4.4 Warrant Agreement between the Company and Rubenstein Investor Relations,
Inc., dated September 16, 2004 (included as Exhibit 4.1 to the Form
10-QSB filed November 22, 2004, and incorporated herein by reference).
4.5 Amended and Restated Certificate of Designation for Series B Convertible
Preferred Stock, dated March 2, 2005 (included as Exhibit 4.1 to the Form
8-K filed March 10, 2005, and incorporated herein by reference).
4.6 Certificate of Designation for Series C Convertible Preferred Stock,
dated April 1, 2005 (included as Exhibit 4.1 to the Form 8-K filed April
13, 2005, and incorporated herein by reference).
10.1 Consulting Agreement between the Company and Berkshire Capital
Management Co., Inc., dated April 24, 2001 (included as Exhibit 10.11 to
the Form 8-K filed November 6, 2002, and incorporated herein by
reference).
10.2 Consulting and Finder's Fee Agreement between the Company and The Herman
Group, L.P., dated May 29, 2001 (included as Exhibit 10.12 to the Form
8-K filed November 6, 2002, and incorporated herein by reference).
10.3 Engagement Letter between the Company and Petty International
Development Corp., dated April 5, 2001 (included as Exhibit 10.13 to the
Form 8-K filed November 6, 2002, and incorporated herein by reference).
10.4 Consulting Agreement between the Company and Ron Sparkman, dated March
7, 2001 (included as Exhibit 10.14 to the Form 8-K filed November 6,
2002, and incorporated herein by reference).
10.5 Consulting Agreement between the Company and Rockne J. Horvath, dated
March 6, 2002 (included as Exhibit 10.15 to the Form 8-K filed November
6, 2002, and incorporated herein by reference).
15
10.6 Consulting Agreement between the Company and Stephen K. Carper, dated
March 13, 2002 (included as Exhibit 10.16 to the Form 8-K filed November
6, 2002, and incorporated herein by reference).
10.7 Consulting Agreement between the Company and Renee H. Ethridge, dated
March 15, 2002 (included as Exhibit 10.17 to the Form 8-K filed November
6, 2002, and incorporated herein by reference).
10.8 Consulting Agreement between the Company and Technical Objective, Inc.,
dated March 18, 2002 (included as Exhibit 10.18 to the Form 8-K filed
November 6, 2002, and incorporated herein by reference).
10.9 Debt Resolution Agreement between the Company and Gary F. Kimmons, dated
March 20, 2002 (included as Exhibit 10.19 to the Form 8-K filed November
6, 2002, and incorporated herein by reference).
10.10 Interim Compensation Agreement between the Company and Gary F. Kimmons,
dated March 20, 2002 (included as Exhibit 10.20 to the Form 8-K filed
November 6, 2002, and incorporated herein by reference).
10.11 Amended and Restated Consulting Agreement between the Company and Dick
Meador, dated March 20, 2002 (included as Exhibit 10.21 to the Form 8-K
filed November 6, 2002, and incorporated herein by reference).
10.12 Promissory Note between the Company and BDO Seidman LLP, dated June 2,
2002 (included as Exhibit 10.22 to the Form 8-K filed November 6, 2002,
and incorporated herein by reference).
10.13 Consulting Agreement between the Company and Alan S. Litvak, dated
September 13, 2002 (included as Exhibit 10.23 to the Form 8-K filed
November 6, 2002, and incorporated herein by reference).
10.14 Promissory Note from the Company to Gary Kimmons, dated September 26,
2002 (included as Exhibit 10.24 to the Form 8-K filed November 6, 2002,
and incorporated herein by reference).
10.15 Marketing Agreement between the Company and BTH2, dated June 1, 2002
(included as Exhibit 10.25 to the Form 10-QSB filed May 5, 2003, and
incorporated herein by reference).
10.16 Consulting Agreement between the Company and AfterPlay Entertainment
Inc., dated November 12, 2002 (included as Exhibit 10.26 to the Form
10-KSB filed May 5, 2003, and incorporated herein by reference).
10.17 Consulting Agreement between the Company and Suns Associates Group,
dated November 13, 2002 (included as Exhibit 10.27 to the Form 10-KSB
filed May 5, 2003, and incorporated herein by reference).
10.18 Non-Employee Director Agreement between the Company and Dick Meador,
dated March 31, 2003 (included as Exhibit 10.28 to the Form 10-KSB filed
May 5, 2003, and incorporated herein by reference).
16
10.19 Employment Agreement between the Company and Gary F. Kimmons, dated
February 1, 2003 (included as Exhibit 10.29 to the Form 10-KSB filed May
5, 2003, and incorporated herein by reference).
10.20 2003 Stock Option Plan, dated February 1, 2003 (included as Exhibit 4.1
to the Form S-8 filed May 12, 2003, and incorporated herein by
reference).
10.21 Non-Employee Directors and Consultants Retainer Stock Plan for the Year
2003, dated April 1, 2003 (included as Exhibit 4.2 to the Form S-8 filed
May 12, 2003, and incorporated herein by reference).
10.22 Settlement Agreement between the Company and Brewer & Pritchard, P.C.,
dated April 28, 2003 (included as Exhibit 4.3 to the Form S-8 filed May
12, 2003, and incorporated herein by reference).
10.23 Financial Public Relations Agreement between the Company and Strategic
Resources, dated April 24, 2003 (included as Exhibit 10.32 to the Form
10-QSB filed August 18, 2003, and incorporated herein by reference).
10.24 Settlement Agreement between the Company and Brewer & Pritchard, P.C.,
dated April 28, 2003 (included as Exhibit 10.33 to the Form 10-QSB filed
August 18, 2003, and incorporated herein by reference).
10.25 Consulting Agreement between the Company and Sage Office Solutions,
dated May 4, 2003 (included as Exhibit 10.34 to the Form 10-QSB filed
August 18, 2003, and incorporated herein by reference).
10.26 Consulting Agreement between the Company and Donald Giebler, dated May
14, 2003 (included as Exhibit 10.35 to the Form 10-QSB filed August 18,
2003, and incorporated herein by reference).
10.27 Consulting Agreement between the Company and Benchmark Consulting Inc.,
dated May 30, 2003 (included as Exhibit 10.36 to the Form 10-QSB filed
August 18, 2003, and incorporated herein by reference).
10.28 Consulting Agreement between the Company and W. Andrew Stack, dated
July 22, 2003 (included as Exhibit 10.39 to the Form 10-QSB filed August
18, 2003, and incorporated herein by reference).
10.29 Consulting Agreement between the Company and Gust C. Kepler, dated
September 17, 2003 (included as Exhibit 4.1 to the Form S-8 filed
September 19, 2003, and incorporated herein by reference).
10.30 Compensation Agreement between the Company and Wenthur & Chachas, LLP,
dated September 17, 2003 (included as Exhibit 4.2 to the Form S-8 filed
September 19, 2003, and incorporated herein by reference).
10.31 BMA Ventures, Inc. Agreement between the Company and BMA Ventures, Inc.,
dated November 11, 2003 (included as Exhibit 10.42 to the Form 10-QSB
filed November 17, 2003, and incorporated herein by reference).
17
10.32 Distribution Agreement between the Company and NPI Management Group,
Inc., dated October 10, 2003 (included as Exhibit 99.1 to the Form
10-QSB filed November 17, 2003, and incorporated herein by reference).
10.33 Consulting Services Agreement between the Company and Stanton, Walker &
Company, dated November 5, 2003 (included as Exhibit 4.1 to the Form S-8
filed November 10, 2003, and incorporated herein by reference).
10.34 Consulting Services Agreement between the Company and Wenthur & Chachas,
LLP, dated November 5, 2003 (included as Exhibit 4.2 to the Form S-8
filed November 10, 2003, and incorporated herein by reference).
10.35 2004 Stock Option Plan (included as Exhibit 4.1 to the Form S-8 filed
April 5, 2004, and incorporated herein by reference).
10.36 Non-Employee Director Agreement between the Company and Dick Meador,
dated December 24, 2003 (included as Exhibit 10.47 to the Form 10-KSB
filed April 23, 2004, and incorporated herein by reference).
10.37 Promissory Note from the Company to Deanna Slater, dated December 31,
2003 (included as Exhibit 10.48 to the Form 10-KSB filed April 23, 2004,
and incorporated herein by reference).
10.38 Promissory Note from the Company to Joel Pickell, dated December 31,
2003 (included as Exhibit 10.49 to the Form 10-KSB filed April 23, 2004,
and incorporated herein by reference).
10.39 Referral Fee Agreement between the Company and Michael Aczon, dated
January 19, 2004 (included as Exhibit 10.50 to the Form 10-KSB filed
April 23, 2004, and incorporated herein by reference).
10.40 Notice of Default and Termination Letter from the Company to NPI
Management Group, Inc., dated February 5, 2004 (included as Exhibit
10.51 to the Form 10-KSB filed April 23, 2004, and incorporated herein
by reference).
10.41 Consulting Agreement between the Company and Z.A. Consulting, LLC, dated
February 27, 2004 (included as Exhibit 10.52 to the Form 10-KSB filed
April 23, 2004, and incorporated herein by reference).
10.42 Investor Relations Agreement between the Company and FOCUS Partners LLC,
March 12, 2004 (included as Exhibit 10.53 to the Form 10-KSB filed April
23, 2004, and incorporated herein by reference).
10.43 First Amendment to Consulting Services Agreement between the Company and
Stanton, Walker & Company, dated March 29, 2004 (included as Exhibit
10.54 to the Form 10-KSB filed April 23, 2004, and incorporated herein
by reference).
10.44 Consulting Agreement between the Company and Isabella Elliott, dated
March 26, 2004 (included as Exhibit 10.56 to the Form 10-KSB filed April
23, 2004, and incorporated herein by reference).
18
10.45 Second Amended and Restated Consulting Agreement between the Company and
Harvey Levin, dated October 11, 2004 (included as Exhibit 99.6 to the
Form S-8 filed October 19, 2004, and incorporated herein by reference).
10.46 Second Amended and Restated Consulting Agreement between the Company and
Jon Pearman, dated October 11, 2004 (included as Exhibit 99.5 to the
Form S-8 filed October 19, 2004, and incorporated herein by reference).
10.47 Third Amended and Restated Consulting Agreement between the Company and
Lisa L. Fincher, dated October 11, 2004 (included as Exhibit 99.4 to
the Form S-8 filed October 19, 2004, and incorporated herein by
reference).
10.48 Third Amended and Restated Consulting Agreement between the Company and
Ted Davis, dated October 11, 2004 (included as Exhibit 99.1 to the Form
S-8 filed October 19, 2004, and incorporated herein by reference).
10.49 Third Amended and Restated Consulting Agreement between the Company and
D. Scott Elliott, dated October 11, 2004 (included as Exhibit 99.2 to
the Form S-8 filed October 19, 2004, and incorporated herein by
reference).
10.50 Stock and Warrant Purchase Agreement between the Company and D. Scott
Elliot, dated April 5, 2004 (included as Exhibit 10.30 to the Form
10-QSB filed August 18, 2004, and incorporated herein by reference).
10.51 Amended and Restated Consulting Agreement between the Company and Linda
Davis, dated June 3, 2004 (included as Exhibit 10.16 to the Form 10-QSB
filed August 18, 2004, and incorporated herein by reference).
10.52 Consulting Agreement between the Company and Deanna Slater, dated May
14, 2004 (included as Exhibit 10.68 to the Form 10-QSB filed May 19,
2004, and incorporated herein by reference).
10.53 Promissory Note between the Company and Elaine Leonard, dated February
28, 2004 (included as Exhibit 10.62 to the Form 10-QSB filed May 19,
2004, and incorporated herein by reference).
10.54 Promissory Note between the Company and Joel Pickell, dated March 31,
2004 (included as Exhibit 10.63 to the Form 10-QSB filed May 19, 2004,
and incorporated herein by reference).
10.55 Promissory Note between the Company and Deanna Slater, dated March 31,
2004 (included as Exhibit 10.64 to the Form 10-QSB filed May 19, 2004,
and incorporated herein by reference).
10.56 Promissory Note between the Company and Harvey Levin, dated April 2,
2004 (included as Exhibit 10.65 to the Form 10-QSB filed May 19, 2004,
and incorporated herein by reference).
10.57 Promissory Note between the Company and Jon Pearman, dated April 2,
2004 (included as Exhibit 10.66 to the Form 10-QSB filed May 19, 2004,
and incorporated herein by reference).
19
10.58 Promissory Note between the Company and Ted Davis, dated April 2, 2004
(included as Exhibit 10.67 to the Form 10-QSB filed May 19, 2004, and
incorporated herein by reference).
10.59 Investment Agreement between the Company and Dutchess Private Equities
Fund, II, L.P., dated June 23, 2004 (included as Exhibit 10.69 to the
Form 8-K filed June 29, 2004, and incorporated herein by reference).
10.60 Purchase Agreement between the Company and Sunil Nariani, dated June
16, 2004 (included as Exhibit 2.1 to the Form 8-K filed June 23, 2004,
and incorporated herein by reference).
10.61 Amended Purchase Agreement between the Company and Sunil Nariani, dated
June 18, 2004 (included as Exhibit 2.2 to the Form 8-K filed June 23,
2004, and incorporated herein by reference).
10.62 Consulting Agreement between the Company and Sunil Nariani, dated July
15, 2004 (included as Exhibit 10.72 to the Form 8-K filed July 28,
2004, and incorporated herein by reference).
10.63 Employment Agreement between Stellar Software Network, Inc. and Sunil
Nariani, dated July 15, 2004 (included as Exhibit 10.71 to the Form 8-K
filed July 28, 2004, and incorporated herein by reference).
10.64 Employment Agreement between the Company and Julie Maranto, dated
August 19, 2004 (included as Exhibit 10.22 to the Form 10-QSB filed
November 22, 2004, and incorporated herein by reference).
10.65 Referral Fee Agreement between the Company and Shay Kronfeld, dated
July 23, 2004 (included as Exhibit 10.23 to the Form 10-QSB filed
November 22, 2004, and incorporated herein by reference).
10.66 Consulting Agreement between the Company and Richard Russotto, dated
September 13, 2004 (included as Exhibit 99.3 to the Form S-8 filed
October 19, 2004, and incorporated herein by reference).
10.67 Sublease Agreement between the Company and 432 Group, LLC, dated
October 1, 2004 (included as Exhibit 10.25 to the Form 10-QSB filed
November 22, 2004, and incorporated herein by reference).
10.68 Letter re: Agreement to retain Rubenstein Investor Relations, Inc.,
dated September 15, 2004 (included as Exhibit 99.2 to the Form 8-K
filed September 27, 2004, and incorporated herein by reference).
10.69 Referral Fee Agreement between the Company and Wade Brooks, dated
August 30, 2004 (included as Exhibit 10.27 to the Form 10-QSB filed
November 22, 2004, and incorporated herein by reference).
10.70 Referral Fee Agreement between the Company and Barry Bergman, dated
September 9, 2004 (included as Exhibit 10.28 to the Form 10-QSB filed
November 22, 2004, and incorporated herein by reference).
20
10.71 Referral Fee Agreement between the Company and Hantman & Associates
and/or Robert Hantman, dated August 27, 2004 (included as Exhibit 10.29
to the Form 10-QSB filed November 22, 2004, and incorporated herein by
reference).
10.72 Amended Consulting Services Agreement between the Company and Diya
Systems, Inc., dated November 19, 2004 (included as Exhibit 10.1 to the
Form 8-K filed November 23, 2004, and incorporated herein by
reference).
10.73 Amended 2004 Stock Option Plan (included as Exhibit 4.1 to the Form S-8
filed December 28, 2004, and incorporated herein by reference).
10.74 Purchase Agreement between the Company and Evert Wilbrink and Bert De
Ruiter, dated January 17, 2005 (included as Exhibit 10.1 to the Form
10.75 Purchase Agreement between the Company and Ronald C. Rodgers and W. R.
Slaughter, dated March 2, 2005 (included as Exhibit 10.1 to the Form
8-K filed March 10, 2005, and incorporated herein by reference).
10.76 Employment Agreement between the Company and RS Entertainment, Inc. and
William R. Slaughter, dated February 28, 2005 (included as Exhibit 10.1
to the Form S-8 filed March 30, 2005, and incorporated herein by
reference).
10.77 Consulting Agreement between the Company and Randall Hicks, dated March
21, 2005 (included as Exhibit 10.2 to the Form S-8 filed March 30,
2005, and incorporated herein by reference).
10.78 Employment Agreement between the Company and RS Entertainment, Inc. and
Ronald C. Rodgers, dated February 28, 2005 (included as Exhibit 10.3 to
the Form S-8 filed March 30, 2005, and incorporated herein by
reference).
10.79 Purchase Agreement between the Company and Royce D. Bybee and Stephen
Elderkin, dated April 7, 2005 (included as Exhibit 10.1 to the Form 8-K
filed April 14, 2005, and incorporated herein by reference).
10.80 Consulting Agreement between the Company and Alan Howarth, dated May
18, 2005 (filed with Form 10-QSB on August 22, 2005 and incorporated
herein by reference)
10.81 Purchase Agreement between the Company and Alan Howarth, Gordon Jones,
Gary Kimmons, and Sheila Testa, dated May 25, 2005 (filed with Form
10-QSB on August 22, 2005 and incorporated herein by reference)
10.82 Purchase Agreement between the Company and Sunil Nariani, dated May 31,
2005 (filed with Form 10-QSB on August 22, 2005 and incorporated
herein by reference)
10.83 Consulting Services Agreement between the Company and Ronald C. Rogers,
dated July 13, 2005 (filed with Form 10-QSB on August 22, 2005 and
incorporated herein by reference)
21
10.84 Consulting Services Agreement between the Company and William R.
Slaughter, dated July 13, 2005 (filed with Form 10-QSB on August 22,
2005 and incorporated herein by reference)
10.85 Consulting Services Agreement between the Company and Mark Laisure,
dated May 15, 2005 (filed with Form 10-QSB on August 22, 2005 and
incorporated herein by reference)
31.1* Certification Pursuant to Section 302 of the Sarbanses-Oxley Act of
2002.
32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the Undersigned, thereunto duly authorized.
M POWER ENTERTAINMENT, INC. AND SUBSIDIARIES
(FKA GK INTELLIGENT SYSTEMS, INC.)
Dated: May 15, 2006 /s/ Gary F. Kimmons
By____________________________________
Gary F. Kimmons
President, Chief Executive Office and
Chief Financial Officer
22