-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PVCmb7Rit7hvEibf8awlIaMpV7oEPDEvq0tEfkikFiVa900EKq8ijX9a88N2Ep7J 8mnOzTTO/t44aEnJEbGWBg== 0001023175-05-000106.txt : 20050519 0001023175-05-000106.hdr.sgml : 20050519 20050519134452 ACCESSION NUMBER: 0001023175-05-000106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050518 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M POWER ENTERTAINMENT INC. CENTRAL INDEX KEY: 0001024095 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 760513297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22057 FILM NUMBER: 05844200 BUSINESS ADDRESS: STREET 1: M POWER ENTERTAINMENT INC. STREET 2: 432 PARK AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646 437 3614 MAIL ADDRESS: STREET 1: M POWER ENTERTAINMENT INC. STREET 2: 432 PARK AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: GK INTELLIGENT SYSTEMS INC DATE OF NAME CHANGE: 19961217 8-K 1 gk8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2005 M POWER ENTERTAINMENT INC. (Exact name of registrant as specified in its charter) Delaware 000-22057 76-0513297 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 432 Park Avenue South, 2nd Floor, New York, NY 10016 (Address of principal executive offices) Registrant's telephone number, including area code: (646) 437-3614 GK Intelligent Systems, Inc. (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) FORM 8-K Section 5 - Corporate Governance and Management Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year We have filed with the State of Delaware an amendment to our Certificate of Incorporation changing our corporate name from GK Intelligent Systems, Inc. to M Power Entertainment Inc., effective May 18, 2005. This amendment was ratified on May 10, 2005 by the unanimous written consent of our Board of Directors and by stockholders holding a majority of our outstanding shares of common stock, also by written consent on February 21, 2005. Section 8 - Other Events Item 8.01 Other Events Also on May 10, 2005, our Board of Directors ratified by unanimous written consent a proposal to effect a reverse stock split of our authorized and issued common stock on a one share for two hundred shares basis (1:200). The reverse stock split was also approved by the written consent of stockholders holding a majority of our outstanding shares of common stock on February 21, 2005. In lieu of issuing fractional shares, we will paid $0.25 for any fraction of a shares resulting from the split. The split became effective at the opening of business on May 18, 2005. Following the reverse stock split, our total outstanding shares of common stock was reduced to 1,374,759 shares. Also effective on May 18, 2005, our trading symbol on the Over the Counter Bulletin Board was changed from "GKIG" to "MPWE." Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation 99.1 Press Release dated May 17, 2005 announcing change in corporate name Notes about Forward-looking Statements Statements contained in this Current Report which are not historical facts may be considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and the current economic environment. We caution the reader that such forward-looking statements are not guarantees of future performance. Unknown risks and uncertainties as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. M POWER ENTERTAINMENT INC. Date: May 19, 2005 By /S/ Gary F. Kimmons ---------------------------------------- Gary F. Kimmons President and Chief Executive Officer EX-3.1 2 gk8kex31.txt CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION GK Intelligent Systems, Inc. (Corporation), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of GK Intelligent Systems, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the majority stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED: that the Certificate of Incorporation of GK Intelligent Systems, Inc. be amended by changing the Article thereof numbered 1(one) so that, as amended, said Article I shall be and read as follows: The name of the Corporation is M Power Entertainment Inc. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the majority stockholders of GK Intelligent Systems, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment. THIRD: That said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Law of the State of Delaware. FOURTH: That the capital of said corporation shall not be reduced under or by reason of said Amendment. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this tenth day of May, 2005. /s/ Gary F. Kimmons By: ______________________________ Gary F. Kimmons CEO, President GK Intelligent Systems, Inc. EX-99.1 3 gk8kex99.txt PRESS RELEASE DATED MAY 17, 2005 GK Intelligent Systems Changes Name to M Power Entertainment Inc. NEW YORK, NY - May 17, 2005 - GK Intelligent Systems, Inc. (OTCBB: GKIG) a next-generation media and entertainment corporation, announced today that it is changing its corporate name to M Power Entertainment, Inc. (OTCBB: MPWE) effective at market open on Wednesday, May 18th, 2005. The change coincides with and is designed to reinforce the Company's move to establish itself in profitable entertainment production and distribution markets. The decision to change GK's name was ratified by a majority of shareholders on February 21st, 2005. It reflects the Company's desire to associate itself with a newly-emerging aspect of the entertainment industry business model focusing on empowerment of individuals at all levels of the production and distribution process. "Our new name is exciting because it communicates our business philosophy clearly and concisely," stated Gary Kimmons, CEO. "We are creating a culture honoring personal achievement and entrepreneurship. This is about giving people the freedom to create and perform at a new level with the possibility of benefiting personally from their achievements. Our "M Power" model leverages this concept with the ultimate goal of fostering superior corporate and financial performance." About M Power Entertainment M Power Entertainment, Inc. is a next-generation media and entertainment corporation providing a diversified portfolio of state-of-the-art entertainment and media resources. M Power is also a holding company for profitable technology ventures. For more information on M Power Entertainment please visit the corporate website, www.mpe.us.com, and its music entertainment subsidiary's website, www.RAWW.com. Safe Harbor Statements in this news release that are not historical facts, including statements about plans and expectations regarding products and opportunities, demand and acceptance of new or existing products, capital resources and future financial results are forward-looking. Forward-looking statements involve risks and uncertainties which may cause the Company's actual results in future periods to differ materially from those expressed. These uncertainties and risks include changing consumer preferences, lack of success of new products, loss of the Company's customers, competition and other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission. Contact: Deanna S Slater 212-731-0834 Deanna.Slater@gkis.com -----END PRIVACY-ENHANCED MESSAGE-----