SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                          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.)

 2606 Yorktown Place, Houston, Texas                               77056
---------------------------------------                          --------
(Address of principal executive offices)                        (Zip Code)

               Consulting Contract with Stanton, Walker & Company
               Compensation Agreement with Wenthur & Chachas, LLP
               -------------------------------------------------
                            (Full Title of the Plan)

                                 Gary F. Kimmons
                                President and CEO
                               2602 Yorktown Place
                              Houston, Texas 77056
                      ------------------------------------
                     (Name and Address of Agent For Service)

                                 (713) 626-1504
           ---------------------------------------------------------
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                             Wenthur & Chachas, LLP
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800

<TABLE>
<CAPTION>

                         Calculation of Registration Fee

<S>                                                   <C>            <C>                     <C>                      <C>
===================================================== ============== ======================= ======================== =============
                                                                        Proposed Maximum        Proposed Maximum        Amount Of
             Title Of Securities To Be                Amount To Be     Offering Price Per      Aggregate Offering      Registration
                     Registered                       Registered(1)         Share(2)                Price(3)              Fee(3)
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------

Stanton, Walker & Company Consulting Agreement
Common Stock, par value $0.001 per share                 900,000             $0.125                   $112,500            $9.10
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------

Wenthur & Chachas, LLP Compensation Agreement
Common Stock, par value $0.001 per share                 160,000             $0.125                   $20,000             $1.62
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------
</TABLE>

(1)  This Registration Statement covers (a) 900,000 shares of the Registrant's
     common stock, par value $0.001 per share (the "Common Stock"), to be issued
     pursuant to the Consulting Contract with Stanton, Walker & Company, and (b)
     160,000 shares of common stock, $0.001 par value to be issued pursuant to
     the Compensation Agreement with Wenthur & Chachas, LLP, in payment of
     previous legal services provided to the Registrant.

(2)  For the purpose of determining the registration fee pursuant to Rule
     457(h)(1) on the basis of the price at which the common stock is to be
     issued pursuant to the Consulting Contract with Stanton, Walker & Company
     and the Compensation Agreement with Wenthur & Chachas, LLP.

(3)  Calculated in accordance with Rule 457(h)(1) under the Securities Act of
     1933, as amended, for the purpose of determining the registration fee.

                                       1
<PAGE>
                                    PART II.

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     GK Intelligent Systems, Inc., (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

          (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
     ended December 31, 2002, filed with the Commission on May 5, 2003, which
     contains audited financial statements for the most recent fiscal year for
     which such statements have been filed.

          (b) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since the end of the fiscal year covered by the Annual
     Report on Form 10-KSB referred to in paragraph (a) above.

          (c) The description of the Registrant's common stock, which is
     contained in a registration statement filed on Form 10-SB with the
     Commission on January 24, 1997, registration number 000-22057, as amended.

          In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
     to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference into this
     registration statement and to be a part hereof from the date of filing of
     such documents.

Item 4.  Description of Securities.

     The Company's authorized capital consists of 275,000,000 shares of $0.001
par value common stock. There were 27,216,273 shares of common stock issued and
outstanding as of November 5, 2003. Each share of our outstanding common stock
is entitled to share equally with each other share of common stock in dividends
from legally available sources, when, as, and if declared by our Board and, upon
liquidation or dissolution, whether voluntary or involuntary, to share equally
in our assets that are available for distribution to the holders of the common
stock. Each holder of common stock is entitled to one vote per share for all
purposes, except that in the election of directors, each holder shall have the
right to vote such number of shares for as many persons as there are directors
to be elected. Cumulative voting shall not be allowed in the election of
directors or for any other purpose, and the holders of common stock have no
preemptive rights, redemption rights or rights of conversion with respect to the
common stock. All outstanding shares of common stock and all shares underlying
any warrants or options when issued will be fully paid and non-assessable by the
Company. The Company's Board is authorized to issue additional shares of common
stock within the limits authorized by our certificate of incorporation and
without stockholder action.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Registrant's common stock that may be offered under the
Plan will be passed upon for Registrant by Wenthur & Chachas, LLP, 4180 La Jolla
Village Drive, Suite 500, La Jolla, California 92037. Attorneys who are partners
or employed by Wenthur & Chachas, LLP, who have provided advice to the
Registrant own an aggregate of 150,000 restricted shares of the Registrant's
common stock.

                                       2
<PAGE>
Item 6. Indemnification of Directors and Officers.

     The By-laws of the Registrant DO NOT contain a provision entitling any
director or executive officer to indemnification against its liability under the
Securities Act.

     The Delaware General Corporation Law allows a company to indemnify our
officers, directors, employees, and agents from any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the Registrant. A determination may be made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

     Provided the terms and conditions of these provisions under Delaware law
are met, officers, directors, employees, and agents of the Registrant may be
indemnified against any cost, loss, or expense arising out of any liability
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

     Section 145 of the Delaware General Corporation Law, provides further for
permissive indemnification of officers and directors, and insurance, as follows:

          (a) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the corporation) by reason of the fact that the person is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise, against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement actually and reasonably incurred by the
     person in connection with such action, suit or proceeding if the person
     acted in good faith and in a manner the person reasonably believed to be in
     or not opposed to the best interests of the corporation, and, with respect
     to any criminal action or proceeding, had no reasonable cause to believe
     the person's conduct was unlawful. The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in a manner which
     the person reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that the person's conduct was
     unlawful.

          (b) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action or suit by or in the right of the corporation to
     procure a judgment in its favor by reason of the fact that the person is or
     was a director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise against expenses (including attorneys' fees) actually and
     reasonably incurred by the person in connection with the defense or
     settlement of such action or suit if the person acted in good faith and in
     a manner the person reasonably believed to be in or not opposed to the best

                                       3
<PAGE>
     interests of the corporation and except that no indemnification shall be
     made in respect of any claim, issue or matter as to which such person shall
     have been adjudged to be liable to the corporation unless and only to the
     extent that the Court of Chancery or the court in which such action or suit
     was brought shall determine upon application that, despite the adjudication
     of liability but in view of all the circumstances of the case, such person
     is fairly and reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

          (c) To the extent that a present or former director or officer of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, such
     person shall be indemnified against expenses (including attorneys fees)
     actually and reasonably incurred by such person in connection therewith.

          (d) Any indemnification under subsections (a) and (b) of this section
     (unless ordered by a court) shall be made by the corporation only as
     authorized in the specific case upon a determination that indemnification
     of the present or former director, officer, employee or agent is proper in
     the circumstances because the person has met the applicable standard of
     conduct set forth in subsections (a) and (b) of this section. Such
     determination shall be made, with respect to a person who is a director or
     officer at the time of such determination, (1) by a majority vote of the
     directors who are not parties to such action, suit or proceeding, even
     though less than a quorum, or (2) by a committee of such directors
     designated by majority vote of such directors, even though less than a
     quorum, or (3) if there are no such directors, or if such directors so
     direct, by independent legal counsel in a written opinion, or (4) by the
     stockholders.

          (e) Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that such person is not
     entitled to be indemnified by the corporation as authorized in this
     section. Such expenses (including attorneys' fees) incurred by former
     directors and officers or other employees and agents may be so paid upon
     such terms and conditions, if any, as the corporation deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in such person's official capacity and as to action in another capacity
     while holding such office.

          (g) A corporation shall have power to purchase and maintain insurance
     on behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against such person and incurred by such person in
     any such capacity, or arising out of such person's status as such, whether
     or not the corporation would have the power to indemnify such person
     against such liability under this section.

          (h) For purposes of this section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,

                                       4
<PAGE>
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as such
     person would have with respect to such constituent corporation if its
     separate existence had continued.

          (i) For purposes of this section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner such person reasonably believed to be in the interest
     of the participants and beneficiaries of an employee benefit plan shall be
     deemed to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this section.

          (j) The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

          (k) The Court of Chancery is hereby vested with exclusive jurisdiction
     to hear and determine all actions for advancement of expenses or
     indemnification brought under this section or under any bylaw, agreement,
     vote of stockholders or disinterested directors, or otherwise. The Court of
     Chancery may summarily determine a corporation's obligation to advance
     expenses (including attorneys' fees).

     Article XI. of the Certificate of Incorporation and Article 10., of the
Amended and Restated By-laws of the Registrant, restates the above-referenced
indemnification provisions of the Delaware General Corporation Law. This right
to indemnification continues as to persons who have ceased to be agents of the
Company and inures to the benefit of such persons' heirs, executors and
administrators.

     It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy. See
subparagraph (h) of Item 9 below.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibit    Description
     -------    ---------------------------------------------------------------
     4.1  Consulting Agreement with Stanton, Walker & Company;

     4.2  Compensation Agreement with Wenthur & Chachas, LLP;

     5.1  Opinion of Wenthur & Chachas, LLP

     23.1 Consent of HJ & Associates, LLC

     23.2 Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1).

     24.1 Power of Attorney.

                                       5
<PAGE>
Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any additional or changed material information
          with respect to the plan of distribution not previously disclosed in
          the Registration Statement or any material change to such information
          in the Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Company pursuant to Section 13 or Section 15(d) of the Exchange
          Act and are incorporated by reference to the registration statement.

          (2) That, for the purpose of determining any liability under the 1933
     Act, each such post-effective amendment shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) That for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the 1933 Act,
as amended, may be permitted to directors, executive officers and controlling
persons of the Registrant as outlined above or otherwise, the Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, executive officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                       6
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on the date written below.


                                                GK INTELLIGENT SYSTEMS, INC.



Dated: November 6, 2003                         /S/ Gary F. Kimmons
                                                -------------------------------
                                                By:  Gary F. Kimmons
                                                Its: President, Chief Executive
                                                     Officer
                                                     and Chief Financial Officer



Dated: November 6, 2003                         /S/ Kathryn Kimmions
                                                -------------------------------
                                                By:  Kathryn Kimmons
                                                Its:  Secretary


                                       7
<PAGE>
                                  EXHIBIT INDEX

     Exhibit     Description
     -------    --------------------------------------------------------------
     4.1        Consulting Agreement with Stanton, Walker & Company
     4.2        Compensation Agreement with Wenthur & Chachas, LLP
     5.1        Opinion of Wenthur & Chachas, LLP
     23.1       Consent of HJ & Associates, LLC
     23.2       Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1).
     24.1       Power of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "forms811003.txt", "description": "GKIS FORM S-8", "secsgml_size_bytes": 26222}]
{"company-data": {"conformed-name": "GK INTELLIGENT SYSTEMS INC", "cik": "0001024095", "assigned-sic": "9995", "irs-number": "760513297", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110360", "film-number": "03987380"}, "business-address": {"street1": "2606 YORKTOWN PLACE", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136261504"}, "mail-address": {"street1": "GK INTELLIGENT SYSTEMS INC", "street2": "2606 YORKTOWN PLACE", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                          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.)

 2606 Yorktown Place, Houston, Texas                               77056
---------------------------------------                          --------
(Address of principal executive offices)                        (Zip Code)

               Consulting Contract with Stanton, Walker & Company
               Compensation Agreement with Wenthur & Chachas, LLP
               -------------------------------------------------
                            (Full Title of the Plan)

                                 Gary F. Kimmons
                                President and CEO
                               2602 Yorktown Place
                              Houston, Texas 77056
                      ------------------------------------
                     (Name and Address of Agent For Service)

                                 (713) 626-1504
           ---------------------------------------------------------
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                             Wenthur & Chachas, LLP
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800
Calculation of Registration Fee
===================================================== ============== ======================= ======================== =============
                                                                        Proposed Maximum        Proposed Maximum        Amount Of
             Title Of Securities To Be                Amount To Be     Offering Price Per      Aggregate Offering      Registration
                     Registered                       Registered(1)         Share(2)                Price(3)              Fee(3)
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------

Stanton, Walker & Company Consulting Agreement
Common Stock, par value $0.001 per share                 900,000             $0.125                   $112,500            $9.10
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------

Wenthur & Chachas, LLP Compensation Agreement
Common Stock, par value $0.001 per share                 160,000             $0.125                   $20,000             $1.62
----------------------------------------------------- -------------- ----------------------- ------------------------ -------------
(1)  This Registration Statement covers (a) 900,000 shares of the Registrant's
     common stock, par value $0.001 per share (the "Common Stock"), to be issued
     pursuant to the Consulting Contract with Stanton, Walker & Company, and (b)
     160,000 shares of common stock, $0.001 par value to be issued pursuant to
     the Compensation Agreement with Wenthur & Chachas, LLP, in payment of
     previous legal services provided to the Registrant.

(2)  For the purpose of determining the registration fee pursuant to Rule
     457(h)(1) on the basis of the price at which the common stock is to be
     issued pursuant to the Consulting Contract with Stanton, Walker & Company
     and the Compensation Agreement with Wenthur & Chachas, LLP.

(3)  Calculated in accordance with Rule 457(h)(1) under the Securities Act of
     1933, as amended, for the purpose of determining the registration fee.

                                       1
PART II.

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     GK Intelligent Systems, Inc., (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

          (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
     ended December 31, 2002, filed with the Commission on May 5, 2003, which
     contains audited financial statements for the most recent fiscal year for
     which such statements have been filed.

          (b) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since the end of the fiscal year covered by the Annual
     Report on Form 10-KSB referred to in paragraph (a) above.

          (c) The description of the Registrant's common stock, which is
     contained in a registration statement filed on Form 10-SB with the
     Commission on January 24, 1997, registration number 000-22057, as amended.

          In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
     to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference into this
     registration statement and to be a part hereof from the date of filing of
     such documents.

Item 4.  Description of Securities.

     The Company's authorized capital consists of 275,000,000 shares of $0.001
par value common stock. There were 27,216,273 shares of common stock issued and
outstanding as of November 5, 2003. Each share of our outstanding common stock
is entitled to share equally with each other share of common stock in dividends
from legally available sources, when, as, and if declared by our Board and, upon
liquidation or dissolution, whether voluntary or involuntary, to share equally
in our assets that are available for distribution to the holders of the common
stock. Each holder of common stock is entitled to one vote per share for all
purposes, except that in the election of directors, each holder shall have the
right to vote such number of shares for as many persons as there are directors
to be elected. Cumulative voting shall not be allowed in the election of
directors or for any other purpose, and the holders of common stock have no
preemptive rights, redemption rights or rights of conversion with respect to the
common stock. All outstanding shares of common stock and all shares underlying
any warrants or options when issued will be fully paid and non-assessable by the
Company. The Company's Board is authorized to issue additional shares of common
stock within the limits authorized by our certificate of incorporation and
without stockholder action.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Registrant's common stock that may be offered under the
Plan will be passed upon for Registrant by Wenthur & Chachas, LLP, 4180 La Jolla
Village Drive, Suite 500, La Jolla, California 92037. Attorneys who are partners
or employed by Wenthur & Chachas, LLP, who have provided advice to the
Registrant own an aggregate of 150,000 restricted shares of the Registrant's
common stock.

                                       2
Item 6. Indemnification of Directors and Officers.

     The By-laws of the Registrant DO NOT contain a provision entitling any
director or executive officer to indemnification against its liability under the
Securities Act.

     The Delaware General Corporation Law allows a company to indemnify our
officers, directors, employees, and agents from any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the Registrant. A determination may be made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

     Provided the terms and conditions of these provisions under Delaware law
are met, officers, directors, employees, and agents of the Registrant may be
indemnified against any cost, loss, or expense arising out of any liability
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

     Section 145 of the Delaware General Corporation Law, provides further for
permissive indemnification of officers and directors, and insurance, as follows:

          (a) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the corporation) by reason of the fact that the person is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise, against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement actually and reasonably incurred by the
     person in connection with such action, suit or proceeding if the person
     acted in good faith and in a manner the person reasonably believed to be in
     or not opposed to the best interests of the corporation, and, with respect
     to any criminal action or proceeding, had no reasonable cause to believe
     the person's conduct was unlawful. The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon a plea of
     nolo contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in a manner which
     the person reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that the person's conduct was
     unlawful.

          (b) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action or suit by or in the right of the corporation to
     procure a judgment in its favor by reason of the fact that the person is or
     was a director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise against expenses (including attorneys' fees) actually and
     reasonably incurred by the person in connection with the defense or
     settlement of such action or suit if the person acted in good faith and in
     a manner the person reasonably believed to be in or not opposed to the best

                                       3
interests of the corporation and except that no indemnification shall be
     made in respect of any claim, issue or matter as to which such person shall
     have been adjudged to be liable to the corporation unless and only to the
     extent that the Court of Chancery or the court in which such action or suit
     was brought shall determine upon application that, despite the adjudication
     of liability but in view of all the circumstances of the case, such person
     is fairly and reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

          (c) To the extent that a present or former director or officer of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, such
     person shall be indemnified against expenses (including attorneys fees)
     actually and reasonably incurred by such person in connection therewith.

          (d) Any indemnification under subsections (a) and (b) of this section
     (unless ordered by a court) shall be made by the corporation only as
     authorized in the specific case upon a determination that indemnification
     of the present or former director, officer, employee or agent is proper in
     the circumstances because the person has met the applicable standard of
     conduct set forth in subsections (a) and (b) of this section. Such
     determination shall be made, with respect to a person who is a director or
     officer at the time of such determination, (1) by a majority vote of the
     directors who are not parties to such action, suit or proceeding, even
     though less than a quorum, or (2) by a committee of such directors
     designated by majority vote of such directors, even though less than a
     quorum, or (3) if there are no such directors, or if such directors so
     direct, by independent legal counsel in a written opinion, or (4) by the
     stockholders.

          (e) Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that such person is not
     entitled to be indemnified by the corporation as authorized in this
     section. Such expenses (including attorneys' fees) incurred by former
     directors and officers or other employees and agents may be so paid upon
     such terms and conditions, if any, as the corporation deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in such person's official capacity and as to action in another capacity
     while holding such office.

          (g) A corporation shall have power to purchase and maintain insurance
     on behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against such person and incurred by such person in
     any such capacity, or arising out of such person's status as such, whether
     or not the corporation would have the power to indemnify such person
     against such liability under this section.

          (h) For purposes of this section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,

                                       4
and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as such
     person would have with respect to such constituent corporation if its
     separate existence had continued.

          (i) For purposes of this section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner such person reasonably believed to be in the interest
     of the participants and beneficiaries of an employee benefit plan shall be
     deemed to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this section.

          (j) The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

          (k) The Court of Chancery is hereby vested with exclusive jurisdiction
     to hear and determine all actions for advancement of expenses or
     indemnification brought under this section or under any bylaw, agreement,
     vote of stockholders or disinterested directors, or otherwise. The Court of
     Chancery may summarily determine a corporation's obligation to advance
     expenses (including attorneys' fees).

     Article XI. of the Certificate of Incorporation and Article 10., of the
Amended and Restated By-laws of the Registrant, restates the above-referenced
indemnification provisions of the Delaware General Corporation Law. This right
to indemnification continues as to persons who have ceased to be agents of the
Company and inures to the benefit of such persons' heirs, executors and
administrators.

     It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy. See
subparagraph (h) of Item 9 below.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibit    Description
     -------    ---------------------------------------------------------------
     4.1  Consulting Agreement with Stanton, Walker & Company;

     4.2  Compensation Agreement with Wenthur & Chachas, LLP;

     5.1  Opinion of Wenthur & Chachas, LLP

     23.1 Consent of HJ & Associates, LLC

     23.2 Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1).

     24.1 Power of Attorney.

                                       5
Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any additional or changed material information
          with respect to the plan of distribution not previously disclosed in
          the Registration Statement or any material change to such information
          in the Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Company pursuant to Section 13 or Section 15(d) of the Exchange
          Act and are incorporated by reference to the registration statement.

          (2) That, for the purpose of determining any liability under the 1933
     Act, each such post-effective amendment shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) That for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the 1933 Act,
as amended, may be permitted to directors, executive officers and controlling
persons of the Registrant as outlined above or otherwise, the Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, executive officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on the date written below.

                                                GK INTELLIGENT SYSTEMS, INC.

Dated: November 6, 2003                         /S/ Gary F. Kimmons
                                                -------------------------------
                                                By:  Gary F. Kimmons
                                                Its: President, Chief Executive
                                                     Officer
                                                     and Chief Financial Officer

Dated: November 6, 2003                         /S/ Kathryn Kimmions
                                                -------------------------------
                                                By:  Kathryn Kimmons
                                                Its:  Secretary

                                       7
EXHIBIT INDEX

     Exhibit     Description
     -------    --------------------------------------------------------------
     4.1        Consulting Agreement with Stanton, Walker & Company
     4.2        Compensation Agreement with Wenthur & Chachas, LLP
     5.1        Opinion of Wenthur & Chachas, LLP
     23.1       Consent of HJ & Associates, LLC
     23.2       Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1).
     24.1       Power of Attorney.