As filed with the Securities and Exchange Commission on May 12, 2003.

Registration No. _______

                   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)

               GK Intelligent Systems, Inc. 2003 Stock Option Plan
  Non-Employee Directors and Consultants Retainer Stock Plan For The Year 2003
               Settlement Agreement with Brewer & Pritchard, P.C.
               --------------------------------------------------
                            (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
<TABLE>
<CAPTION>
=================================================== ================ ======================= ======================== ==============
<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)
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------

GK Intelligent Systems, Inc.
2003 Stock Option Plan
Common Stock, par value $0.001 per share              10,000,000             $0.15                    $1,500,000         $121.35
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------

GK Intelligent Systems, Inc.
Non-Employee Directors and Consultants Retainer
Stock Plan for the Year 2003
Common Stock, par value $0.001 per share               2,000,000             $0.15                    $  300,000          $24.27
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------

Settlement Agreement with
Brewer & Pritchard P.C.
Common Stock, par value $0.001 per share                   33,000            $0.15                    $      4,950        $0.40
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
</TABLE>

<PAGE>

(1)  This Registration Statement covers (a) 10,000,000 shares of the
     Registrant's common stock, par value $0.001 per share (the "Common Stock"),
     that may be issued upon exercise of options granted under the GK
     Intelligent Systems, Inc., 2003 Stock Option Plan (the "2003 Stock Option
     Plan"), (b) 2,000,000 shares of the Registrant's Common Stock that may be
     issued pursuant to the GK Intelligent Systems, Inc. Non-Employee Directors
     and Consultants Retainer Stock Plan for the Year 2003 (the "Non-Employee
     Directors and Consultants Plan"), and (c) 33,000 shares of the Registrant's
     Common Stock to be issued pursuant to the Settlement Agreement between the
     Registrant and Brewer & Pritchard P.C., in payment of previous legal
     services provided to the Registrant. This Registration Statement shall also
     cover any additional shares of Common Stock which become issuable under the
     2003 Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Registrant's Common Stock.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     sale prices of the Common Stock on the Pink Sheets on May 6, 2003.

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

                                     PART I.

     Pursuant to the requirements and Form S-8 and Rule 428, the information
specified in Part I of Form S-8 will be sent to Plan participants as specified
by Rule 428(b)(1). As permitted by General Instruction C for Form S-8, there is
also included as part of Part I., of this Registration Statement a Reoffer
Prospectus relating to offers by us, our employees and participants of
12,000,000 shares of common stock to be issued pursuant to our 2003 Stock Option
Plan and the Non-Employee Directors and Consultant Retainer Stock Plan for the
Year 2003 and up to 33,000 shares issuable under the Settlement Agreement with
Brewer & Pritchard P.C.

<PAGE>
                               RE-OFFER PROSPECTUS

                          GK INTELLIGENT SYSTEMS, INC.

                                12,033,000 SHARES

                    COMMON STOCK, $0.001 PAR VALUE PER SHARE
                               ------------------

     This prospectus relates to 12,033,000 shares of common stock, $0.001 par
value per share, of GK Intelligent Systems, Inc. (the "Company"), which may be
offered from time to time by the selling stockholders identified under the
caption "Selling Stockholders" in this prospectus for their own accounts. Each
of the selling stockholders acquired or will acquire the shares of common stock
covered by this prospectus pursuant to (a) the GK Intelligent Systems, Inc.,
2003 Stock Option Plan, (b) the GK Intelligent Systems, Inc. Non-Employee
Directors and Consultants Retainer Stock Plan for the Year 2003 or (c) pursuant
to the Settlement Agreement between the Company and Brewer & Pritchard P.C.

     This prospectus has been prepared for the purpose of registering the shares
of common stock under the Securities Act to allow for future sale by the selling
stockholders, on a continuous or delayed basis, to the public without
restriction.

     Our common stock is traded on the Pink Sheets under the symbol "GKIG." On
May 6, 2003, the last reported sale price of our common stock was $0.15 per
share.

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

             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933.
                               ------------------

           YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON
                           PAGE 1 OF THIS PROSPECTUS.
                               ------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
      COMMISSION HAS APPROVED OR DISAPPROVED THE SHARES OF COMMON STOCK WE
         ARE OFFERING, OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR
       COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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


                   The date of this prospectus is May 12, 2003

<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE

GK INTELLIGENT SYSTEMS, INC. ............................................    1
RISK FACTORS ............................................................    1
FORWARD-LOOKING STATEMENTS ..............................................    8
USE OF PROCEEDS .........................................................    9
SELLING STOCKHOLDERS ....................................................    9
PLAN OF DISTRIBUTION ....................................................    10
LEGAL MATTERS ...........................................................    10
EXPERTS .................................................................    10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE .......................    11
WHERE YOU CAN FIND MORE INFORMATION .....................................    11

                                      (i)
<PAGE>
                                   The Company

     GK Intelligent Systems, Inc. was incorporated in the State of Delaware in
1988 and is engaged in the development of intelligent training software that
adapts to the learning styles and abilities of individual users. Around the Web
in 80 Minutes was the Company's first consumer product based on the Company's
Smart One technology, which combines artificial intelligence, multimedia
technology and advanced instructional techniques to deliver training more
efficiently and cost-effectively than traditional computer-based training.

     The Company has and is developing and marketing intelligent training
software to move into additional intelligent performance support" ("IPS")
markets. IPS promises to deliver relevant expert assistance to those desiring
timely guidance and support as they perform their daily activities. In addition
to expanding the Company's focus to new areas of the IPS market other than
education and learning, the Company will shift its emphasis to the licensing of
its technology and the acquisition of key service entities with potential IPS
clientele to derive revenues rather than the production and marketing of
products. We believe that by pursuing this strategy, we will be able to enhance
its revenues in a shorter period of time.

     The Company's principal offices are currently located at 2602 Yorktown
Place, Houston, Texas 77056, and our telephone number is (713) 626-1504.

                                  RISK FACTORS

     You should carefully consider the risks described below before making an
investment decision. We believe these are all the material risks currently
facing our business. The Company's business, financial condition or results of
operations could be materially adversely affected by these risks. The trading
price of the Company's common stock could decline due to any of these risks, and
you may lose all or part of your investment. You should also refer to the other
information included or incorporated by reference in this prospectus, including
the Company's financial statements and related notes.

     Risk that the Company's Common Stock may be deemed a "Penny Stock.
     ------------------------------------------------------------------

     The Company's common stock may be deemed to be a "penny stock" as that term
is defined in Rule 3a51-1 of the Exchange Act of 1934. Penny stocks are stocks
(i) with a price of less than five dollars per share; (ii) that are not traded
on a "recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) of an issuer with net tangible assets of less
than US$2,000,000 (if the issuer has been in continuous operation for at least
three years) or US$5,000,000 (if in continuous operation for less than three
years), or with average annual revenues of less than US$6,000,000 for the last
three years.

     A principal exclusion from the definition of a penny stock is an equity
security that has a price of five dollars ($5.00) of more, excluding any broker
or dealer commissions, markups or markdowns. As of the date of this report the
Company's common stock has a price less than $5.00.

     If the Company's Common Stock is at any time deemed a penny stock, section
15(g) and Rule 3a51-1 of the Exchange Act of 1934 would require broker-dealers
dealing in the Company's Common Stock to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."


                                       1
<PAGE>
     Moreover, Rule 15g-9 of the Exchange Act of 1934 requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company's
common stock to resell their shares to third parties or to otherwise dispose of
them.

     Competition.
     -----------

     There are several corporations, firms and individuals engaged in the type
of business activities in which the Company is presently engaged. Many of those
entities are more experienced and possess substantially greater financial
wherewithal, and technical and personnel resources than the Company or its
subsidiaries. Some of the Company's competitors have longer operating histories.
In addition, certain of the Company's competitors offer a wider range of
products than the Company, and thus may be able to respond more quickly to new
or changing opportunities, technologies and customer requirements. Certain of
the Company's competitors also have greater name recognition and larger customer
bases that could be leveraged, thereby making it difficult for the Company to
gain market share. Such competitors could conduct more extensive promotional
activities and offer better terms and lower prices to customers than the Company
can.

     In certain instances, the Company is competing with such organizations for
the same customers. In addition, competition among software developers exists
for experienced technical and other personnel. There can be no assurance that
the Company will be able to compete effectively with current or future
competitors or that such competition will not have a material adverse effect on
the Company's business, financial condition and operating results. While the
Company hopes to be competitive with other companies, there can be no assurance
that such will be the case.

     Volatile and Limited Market for Common Stock.
     --------------------------------------------

     The Company's common stock was quoted on the "Pink Sheets" under the symbol
"GKIG.PK." OTC, or "Over The Counter," securities are issued by companies that
either choose not to, or are unable to, meet the standards for listing on the
NASDAQ or a national stock exchange. OTC equity securities can be quoted on the
Pink Sheets Electronic Quotation Service, or, if the companies meet the SEC
reporting requirements and eligibility requirements established by the NASD,
such equity securities may be quoted on the NASD OTC Bulletin Board Service.

     The market price of the Company's Common Stock has been and is likely to
continue to be highly volatile and subject to wide fluctuations due to various
factors, many of which may be beyond the Company's control, including: annual
variations in operating results; announcements of technological innovations or
new software, services or products by the Company or its competitors; and
changes in financial estimates and recommendations by securities analysts. In
addition, there have been large price and volume fluctuations in the stock
market, which have affected the market prices of securities of many technology
and services companies, often unrelated to the operating performance of such
companies. These broad market fluctuations, as well as general economic and
political conditions, may adversely affect the market price of the Company's
common stock. In the past, volatility in the market price of a company's
securities has often led to securities class action litigation. Such litigation
could result in substantial costs and diversion of the Company's attention and
resources, which could have a material adverse effect on the Company's business,
financial condition and operating results.

                                       2
<PAGE>
     Dependence on Key Employees; Need for Additional Management and Personnel.
     -------------------------------------------------------------------------

     Historically, the Company has been heavily dependent on the ability of Gary
F. Kimmons who has contributed essential technical and management experience.
The loss of Mr. Kimmons services would have a material adverse effect on the
Company's business. However, Mr. Kimmons interests are closely aligned with
those of the Company due to his large ownership interest in the Company. There
can be no assurance that it will be able to employ qualified persons on
acceptable terms to replace Mr. Kimmons should he become unavailable.

     In the event of future growth in administration, marketing, manufacturing
and customer support functions, the Company may have to increase the depth and
experience of its management team by adding new members. The Company's success
will depend to a large degree upon the active participation of its key officers
and employees, as well as, the continued service of its key technology and
management personnel and its ability to identify, hire and retain additional
qualified personnel, particularly those in the field of computer programming.
There can be no assurance that the Company will be able to recruit such
qualified personnel to enable it to conduct its proposed business successfully.

     Unascertainable Risks Associated with Potential Future Acquired Businesses.
     ---------------------------------------------------------------------------

     To the extent that the Company may acquire a business in a highly risky
industry, the Company will become subject to those risks. Similarly, if the
Company acquires a financially unstable business or a business that is in the
early stages of development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management intends to
consider the risks inherent in any industry and business in which it may become
involved, there can be no assurance that it will correctly assess such risks.

     Risks Associated with Acquisitions and Strategic Relationships.
     ---------------------------------------------------------------

     The Company may acquire other companies or technologies and regularly
evaluates such opportunities. Acquisitions entail numerous risks, including
difficulties in the assimilation of acquired operations and products, diversion
of management's attention from other business concerns, amortization of acquired
intangible assets; and potential loss of key employees of acquired companies.
The Company has limited experience in assimilating acquired organizations into
our operations.

     No assurance can be given as to the Company's ability to integrate
successfully any operations, personnel, services or products that might be
acquired in the future. Failure to successfully assimilate acquired
organizations could have a material adverse effect on the Company's business,
financial condition and operating results. The Company has established a number
of strategic relationships with online and Internet service providers and
software and information service providers. Additionally, there can be no
assurance that any such relationships will be maintained, or that if they are
maintained, they will be successful or profitable. The Company may not develop
any new such relationships in the future.

     Due to the foregoing factors, annual revenues and operating results are
difficult to forecast. The Company believes that period-to-period comparisons of
the Company's operating results will not necessarily be meaningful and they
should not be relied on as any indication of future performance. The Company's
future annual operating results may not consistently meet the expectations of
securities analysts or investors, which in turn may have an adverse effect on
the market price of the Company's Common Stock. Additionally, to the extent that
the Company may acquire a business in a highly risky industry, the Company will
become subject to those risks.

                                       3
<PAGE>
     Conflicts of Interest; Related Party Transactions.
     -------------------------------------------------

     The possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Although
there is no formal bylaw, stockholder resolution or agreement authorizing any
such transaction, corporate policy does not forbid it and such a transaction may
occur if management deems it to be in the best interests of the Company and its
stockholders, after consideration of all factors. A transaction of this nature
would present a conflict of interest to those parties with a managerial position
and/or an ownership interest in both the Company and the acquired entity, and
may compromise management's fiduciary duties to the Company's stockholders. An
independent appraisal of the acquired company may or may not be obtained in the
event a related party transaction is contemplated. Furthermore, because
management and/or beneficial owners of the Company's common stock may be
eligible for finder's fees or other compensation related to potential
acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions. It is the Company's
intention that all future transactions be entered into on such terms as if
negotiated at arms length, unless the Company is able to receive more favorable
terms from a related party.

     Risks Associated with Significant Fluctuations in Annual Operating Results.
     --------------------------------------------------------------------------

     The Company expects to experience large fluctuations in future annual
operating results that may be caused by many factors, including the timing of
introductions or enhancements to its software products by the Company or its
competitors; market acceptance of such newly introduced or upgraded products;
the pace of development of the market for the Company's software products;
changes in strategy; the success of or costs associated with acquisitions, joint
ventures or other strategic relationships; changes in key personnel; seasonal
trends; changes in the level of operating expenses to support projected growth;
and general economic conditions.

     Risks Associated with Management of a Changing Business.
     --------------------------------------------------------

     The Company expects operating expenses and staffing levels to increase
substantially in the future. In particular, the Company intends to hire a
significant number of additional skilled personnel, including persons with
experience in software development, marketing and sales. Competition for such
personnel is intense, and there can be no assurance that the Company will be
able to find or keep additional suitable persons in the future. The Company
expects that future expansion will continue to challenge the Company's ability
to successfully hire and retain associates.

     If the Company's revenues do not keep up with operating expenses, the
Company's production and release of new and upgraded products do not meet
increasing demands, the Company fails to attract, assimilate and retain
qualified personnel, or the Company fails to manage the Company's expansion
effectively, there could be a material adverse effect on the Company's business,
financial condition and operating results. The rapid growth in the use and
demand for the Company's software products may strain the Company's ability to
adequately expand.

     Risks Associated with Delays in Introduction of New Services and Products.
     -------------------------------------------------------------------------

     The Company's future success depends in part on the Company's ability to
develop and enhance the Company's software products. There are significant
technical risks in the development of new products or enhanced versions of
existing products. There can be no assurance that the Company will be successful
in achieving any of the following: effectively using new technologies; adapting
the Company's products to emerging industry standards; developing, introducing

                                       4
<PAGE>
and marketing product enhancements; or developing, introducing and marketing new
products. The Company may also experience difficulties that could delay or
prevent the development, introduction or marketing of these products.
Additionally, these new products may not adequately meet the requirements of the
marketplace or achieve market acceptance. If the Company is unable to develop
and introduce enhanced or new products quickly enough to respond to market or
customer requirements, or if they do not achieve market acceptance, the
Company's business, financial condition and operating results will be materially
adversely affected.

     Risks Associated with Dependence on Intellectual Property Rights.
     -----------------------------------------------------------------

     The Company does not presently hold any patents, but does hold registered
copyrights for the marks "Smart One" and "Smart Enterprise." The Company intends
to seek additional copyright and trademark protection of its trade names and
products. The Company's success and ability to compete are dependent to a degree
on the Company's name and product recognition. Accordingly, the Company will
primarily rely on copyright, trade secret and trademark law to protect its
product and brand names of products or under which the Company conducts its
business. Effective trademark protection may not be available for the Company's
trademarks. There can be no assurance that the Company will be able to secure
significant protection for the Company's trademarks.

     The Company's competitors or others may adopt product or service names
similar to the Company's, thereby impeding the Company's ability to build brand
identity and possibly leading to customer confusion. The Company's inability to
adequately protect its product, brand, trade names and trademarks would have a
material adverse effect on the Company's business, financial condition and
operating results. Despite any precautions the Company takes, a third party may
be able to copy or otherwise obtain and use the Company's software or other
proprietary information without authorization or to develop similar software
independently.

     Policing unauthorized use of the Company's technology is made especially
difficult by the global nature of the Internet and the difficulty in controlling
the ultimate destination or security of software or other data. The laws of
other countries may afford the Company little or no effective protection for the
Company's intellectual property.

     There can be no assurance that the steps the Company takes will prevent
misappropriation of the Company's technology or that agreements entered into for
that purpose will be enforceable. In addition, litigation may be necessary in
the future to enforce the Company's intellectual property rights; protect the
Company's trade secrets; determine the validity and scope of the proprietary
rights of others; or defend against claims of infringement or invalidity. Such
litigation, whether successful or unsuccessful, could result in substantial
costs and diversions of resources, either of which could have a material adverse
effect on the Company's business, financial condition and operating results.

     Risks Associated with Infringement.
     ----------------------------------

     The Company may in the future receive notices of claims of infringement on
other parties' proprietary rights. There can be no assurance that claims for
infringement or invalidity (or any indemnification claims based on such claims)
will not be asserted or prosecuted against the Company. Any such claims, with or
without merit, could be time consuming and costly to defend or litigate, divert
the Company's attention and resources or require the Company to enter into
royalty or licensing agreements. There can be no assurance that such licenses
would be available on reasonable terms, if at all, and the assertion or
prosecution of any such claims could have a material adverse effect on the
Company's business, financial condition and operating results.

                                       5
<PAGE>
     Risks Associated with Entering New Markets.
     -------------------------------------------

     One element of the Company's strategy is to leverage the Company's brand
names of products that the Company provides. No assurance can be given that the
Company will be able to compete successfully in any such new markets. There can
be no assurance that the Company's marketing efforts or the Company's pursuit of
any new opportunities will be successful. If the Company's efforts are not
successful, the Company could realize less than expected earnings, which in turn
could result in a decrease in the market value of the Company's Common Stock.
Furthermore, such efforts may divert management attention or inefficiently
utilize the Company's resources.

     Substantial Doubt that the Company Can Continue as a Going Concern.
     -------------------------------------------------------------------

     The Company expects to continue to incur significant capital expenses in
pursuing its business plan to market its product and expanding its product line
and obtaining additional financing through stock offerings or other feasible
financing alternatives. In order for the Company to continue its operations at
its existing levels, the Company will require significant additional funds over
the next twelve months. Therefore, the Company is dependent on funds raised
through equity or debt offerings. Additional financing may not be available on
terms favorable to the Company, or at all. If these funds are not available the
Company may not be able to execute its business plan or take advantage of
business opportunities. The ability of the Company to obtain such additional
financing and to achieve its operating goals is uncertain. In the event that the
Company does not obtain additional capital or is not able to increase cash flow
through the increase of sales, there is a substantial doubt of its being able to
continue as a going concern.

     New and Uncertain Markets and Technology; Unproven Market Acceptance.
     --------------------------------------------------------------------

     Factors that may adversely affect the Company's operating results include,
but are not limited to, the Company's ability to attract consumers/users at a
steady rate and maintain consumer/user satisfaction, the Company's ability to
maintain or increase sales productivity, the introduction of new or enhanced
sites and services, the amount of expenditures for online advertising by
businesses, the level of use of online services and consumer acceptance of the
Internet for services such as those the Company offers, the Company's ability to
upgrade and develop its systems and the amount and timing of operating costs and
capital expenditures relating to expansion of the Company's business and
infrastructure and general economic conditions. The markets for the Company's
products and services have only recently begun to develop, are rapidly changing
and are characterized by low barriers to entry. There can be no assurance that
the markets for the Company's products and services will develop at the pace
anticipated and even if the market emerges that it will become economically
sustainable. Additionally, it is becoming increasingly important that strategic
relationships with larger, more financially sound, and well-known entities be
entered into to obtain exposure to a large number of users, sponsors and
advertisers. There is no assurance that these strategic relationships can be
developed and agreements entered into.

     Future Capital Needs; Uncertainty of Additional Funding.
     -------------------------------------------------------

     No assurance can be given that the Company will be able to conduct its
marketing and product development programs as planned, or that changes in the
Company's marketing and product development plans or other changes affecting the
Company's operating expenses will not result in the expenditure of such proceeds
before such time. Contingencies may arise that require the Company to obtain
additional funding before that time. The Company's future capital requirements
will depend on many factors, including continued product development programs,
the magnitude of these programs, the time and expense involved in obtaining new
customers, competing technological and market developments, the establishment of
additional collaborative arrangements, the costs involved in filing and
prosecuting and enforcing copyright and trademark claims, establishing marketing
programs and conducting commercialization activities and arrangements for new
products and services.

                                       6
<PAGE>
     Substantial Future Sales of Stock; Dilution.
     --------------------------------------------

     There may be substantial sales of the Company stock, common or preferred.
Sales of substantial amounts of stock could have a material dilutive effect on
shareholders. Additionally, it may be necessary to offer warrants or options to
obtain strategic relationships or to raise additional capital. All of these
issuances will dilute the holdings of existing shareholders thereby reducing
such holder's percentage ownership.

     No Dividends.
     ------------

     The Company anticipates that it will use any funds available to finance its
growth and that it will not pay cash dividends to stockholders in the
foreseeable future.

     Risk of Technical Obsolescence.
     -------------------------------

     The Company operates in an ever-evolving field. Developments are expected
to continue at a rapid pace in the industry in general. Competition from other
producers, large companies, joint ventures, research and academic institutions
and others is intense and expected to increase. Many of these companies and
institutions have substantially greater capital resources, research and
development staffs and facilities than the Company, and many have substantially
greater experience in conducting testing, manufacturing and marketing of
products. These entities represent significant long-term competition for the
Company. There can be no assurance that developments by others will not render
the Company's technologies and future products obsolete or noncompetitive. In
addition, the Company's competitors might succeed in developing technologies and
products that are more effective than those that are being developed by the
Company or that would render the Company's technology and products obsolete or
noncompetitive. See "Business - Competitive Business Conditions."

     Decreasing Prices for Software.
     ------------------------------

     In the last few years the average price for some categories of software
have fallen tremendously. If this trend should affect software that licenses the
Company's technology the traditionally high margins will be eroded which will be
passed on to the Company in the form of lower revenues. There can be no
guarantee that the price of the software utilizing the Company's technology will
not decline over the short-term future. Further, competition may cause the
Company or those who utilize its technologies to lower prices in the future. It
is difficult to raise prices in the industry even if internal costs increase.

     Technology Changes in the Software Industry are Rapid.
     ------------------------------------------------------

     In the past few years software has been produced on different media and in
a matter of a few short years the industry has seen its software go from floppy
disk to CD-ROM to being offered online. It cannot be known if the Company will
be able to rapidly and effectively make the necessary adjustment with its
business practices to keep pace and stay competitive in the marketplace.

                                       7
<PAGE>
     Limited Current Sales and Marketing Capability.
     ----------------------------------------------

     The Company has limited experience in sales, marketing and distribution. To
market its products, the Company must both hire and retain the necessary
personnel to distribute and market the product or enter into collaborative
arrangement or distribution agreements with third parties who will market such
products or develop its own marketing and sales force with technical expertise
and supporting distribution capability. There can be no assurance that the
Company will be able to hire or retain the personnel with sufficient experience
and knowledge to distribute and market its products or be able to enter into
collaborative or distribution arrangements or develop its own sales force, or
that such sales and marketing efforts, including the efforts of the companies
with which the Company will enter into agreements will be successful.

     No Guarantee of Continued Listing on OTC Bulletin Board.
     --------------------------------------------------------

     There is no guarantee that the Company's common stock will continue to be
listed on the pink sheets or on any other published medium including but not
limited to the OTC Bulletin Board or any publication by the National Quotation
Bureau, Incorporated or any by similar successor organizations, or by any member
firm of the New York Stock Exchange, or other American Exchange, NASDAQ, or NASD
related entity.

     History of Losses; Uncertainty of Future Profitability.
     ------------------------------------------------------

     As of December 31, 2002, the Company had accumulated significant net
losses. The development of the Company's products will require the commitment of
substantial resources to increase its advertising, marketing and distribution of
its existing products and to complete the testing manufacturing, marketing and
distribution of said new products. These expenditures are expected to result in
substantial and increasing losses over the next six months. There can be no
assurance that the Company will not incur substantial and continuing net losses
beyond the next six months or that the Company will ever reach profitability.
Furthermore, there can be no assurance the Company's products will meet the
expectations and effectiveness required to be competitive in the market place,
that the Company will enter into arrangements for product development and
commercialization, successfully market its software products, or achieve
customer acceptance.

                           FORWARD-LOOKING STATEMENTS
                           ==========================

     The statements, other than statements of historical facts included in this
prospectus, are forward-looking statements. Forward-looking statements generally
can be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "intend," "estimate," "anticipate" or "believe." We believe
that the expectations reflected in such forward-looking statements are accurate.
However, we cannot assure you that these expectations will occur. The Company's
actual future performance could differ materially from these statements.
Important factors that may cause actual results to differ from projections
include, for example:

     o    the success or failure of management's efforts to implement their
          business strategy;

     o    the ability of the Company to raise sufficient capital to meet
          operating requirements;

     o    the uncertainty of consumer demand for our product;

     o    the ability of the Company to protect its intellectual property
          rights;

     o    the ability of the Company to compete with major established
          companies;

     o    the effect of changing economic conditions;

     o    the ability of the Company to attract and retain quality employees;
          and

     o    other risks which may be described in future filings with the SEC.

                                       8
<PAGE>
     Additional factors that could cause the Company's actual results to differ
materially from the Company's expectations are discussed under the section
entitled "Risk Factors" and elsewhere in this prospectus. You should not unduly
rely on these forward-looking statements, which speak only as of the date of
this prospectus. Except as required by law, we are not obligated to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances occurring after the date of this prospectus or to reflect the
occurrence of unanticipated events.

                                 USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholders.

                              SELLING STOCKHOLDERS

     The shares of common stock to which this prospectus relates are being
registered for reoffers and resales by the selling stockholders, who acquired or
will acquire shares of common stock pursuant to the Plan. The selling
stockholders may resell all, a portion or none of these shares of common stock
from time to time. The table below sets forth with respect to each selling
stockholder, based upon information available to us as of April 25, 2003, (a)
the name of each Selling Shareholder and his or her relationship to the Company
during the last three years; (b) the number of shares of Common Stock each
Selling Shareholder beneficially owned prior to this offering, (c) the number of
shares covered by this prospectus; and (d) the amount and the percentage of the
Company's Common Stock that will be owned by each Selling Shareholder after
completion of this offering assuming the sale of all shares offered hereby. The
information contained below may be amended or supplemented from time to time.

<TABLE>
<CAPTION>


                                                                                After Offering
--------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                <C>             <C>             <C>

                                                                Number Of
                                             Number Of Shares   Shares
                                             Owned Prior To     Covered By      Number Of
Name                    Position             Offering           Prospectus      Shares          Percent
--------------------------------------------------------------------------------------------------------
Gary F. Kimmons         Chief Executive      10,850,878(1)      3,000,000       7,850,878       34.54%
2602 Yorktown Place     Officer, President,
Houston, Texas 77056    Treasurer, and
                        Director

Dick Meador             Director                652,000(2)        300,000         352,000        1.54%
1900 North Loop West
Suite 400
Houston, Texas 77018

Thomas C. Pritchard    Former Legal Counsel           0            33,000(3)            0           0%
Three Riverway
Suite 1800
Houston, Texas 77056
--------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Includes (a) 7,522,860 shares of Common Stock owned by the Kimmons
          Family Partnership, Ltd., of which Mr. Kimmons is a General Partner,
          (b) 808,018 shares of common stock held of record by Mr. Kimmons, (c)
          a warrant to purchase 520,000 shares of common stock at an exercise
          price of $0.35 per share which warrant expires on December 31, 2007,
          and (d) options to purchase 3,000,000 shares of common stock at $0.18
          per share, issued under the 2003 Stock Option Plan which expire on
          February 1, 2013, of which 2,000,000 are vested and currently
          exercisable.

     (2)  Includes options up to 300,000 shares of common stock or the
          equivalent in options to purchase up to 300,000 shares of common stock
          which may bee issued under the Non-Employee Director Agreement with
          Dick Meador.

     (3)  Includes 33,000 shares of common stock to be issued pursuant to the
          terms of the Settlement Agreement with Brewer & Pritchard P.C.

                                       9
<PAGE>
     The information provided in the table above with respect to the selling
stockholders has been obtained from the selling stockholders. Because the
selling stockholders may sell all or some portion of the shares of common stock
beneficially owned by them, only an estimate (assuming the selling stockholder
sells all of the shares offered hereby) can be given as the number of shares
that will be beneficially owned by the selling stockholders after this offering.
In addition, the selling stockholders may have sold, transferred or otherwise
disposed of, or may sell, transfer or otherwise dispose of, at any time or from
time to time since the dates on which they provided the information regarding
the shares of common stock beneficially owned by them in transactions exempt
from the registration requirements of the Securities Act.

                              PLAN OF DISTRIBUTION

     Each selling stockholder may sell his or her shares of common stock for
value from time to time under this prospectus in one or more transactions on the
Pink Sheets or other exchange upon which the Company's common stock is traded,
in negotiated transactions or in a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The selling
stockholders may effect such transactions by selling the shares of common stock
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares of common stock for
whom such broker-dealers may act as agent (which compensation may be less than
or in excess of customary commissions).

     In addition to the shares of commons stock sold hereunder, the selling
stockholders, may, at any same time, sell any shares of common stock, including
the shares of common stock owned by them in compliance with all of the
requirements of Rule 144, regardless of whether such shares are covered by this
prospectus.

     There is no assurance that the selling stockholders will sell all or any
portion of the shares of common stock offered or that the selling stockholders
will transfer, devise or gift these shares by other means.

     The Company will pay all expenses in connection with this offering and will
not receive any proceeds from sales of any shares of common stock by the selling
stockholders.

                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon for us by Wenthur & Chachas, LLP.

                                     EXPERTS

     The audited financial statements of GK Intelligent Systems, Inc., appearing
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
2002 have been examined by HJ & Associates, LLC, independent auditors, as set
forth in their report included in the Annual Report and incorporated in this
prospectus by reference. Those financial statements are incorporated into this
prospectus by reference in reliance upon the report of the accountants included
with the financial statements and upon the authority of the accountants as
experts in auditing and accounting.

                                       10
<PAGE>
                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The Company will provide without charge, upon written or oral request, a
copy of any or all of the documents which are incorporated by reference into
this prospectus. You should contact us at: GK Intelligent Systems, Inc., 2602
Yorktown Place, Houston, Texas 77056, telephone number (713) 626-1504 should you
desire any of these documents.

     The following documents, which the Company previously filed with the SEC
pursuant to Sections 13 or 15 of the Exchange Act, are incorporated by reference
into this prospectus:

          (a) The Company'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 Company 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.

          (d) The description of the Company'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.

     Finally, the Company incorporates by reference in this prospectus all
documents that the Company may file under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and before the filing of a
post-effective amendment, which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Those documents
are a part of this prospectus from the date of filing. Any statement
incorporated by reference in this prospectus shall be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein, or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes that statement. Any
statement that is modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     The Company files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may read
and copy any reports, statements and other information we file at the SEC's
public reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call 1-800-SEC-0330 for further information on the public
reference rooms. The Company's filings are also available to the public from
commercial document retrieval services and at the web site maintained by the SEC
at http://www.sec.gov.

     We have filed a registration statement on Form S-8 to register with the SEC
the common stock we are offering under the Plan. This prospectus is part of that
registration statement. As allowed by the SEC's rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.

                                       11
<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.

          (d) 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 22,728,273 shares of common stock issued and
outstanding as of May 6, 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 nonassessable 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 with respect to
this matter in the aggregate own less than 30,000 shares of the Registrant's
common stock.

                                       12
<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

                                       13
<PAGE>
     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
     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.

                                       14
<PAGE>
          (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,
     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.

                                       15
<PAGE>
Item 8.  Exhibits.

<TABLE>
<CAPTION>

         Exhibit  Description
         -------  -----------
         <S>      <C>
         4.1      GK Intelligent Systems, Inc. 2003 Stock Option Plan;
         4.2      GK Intelligent Systems, Inc., Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003;
         4.3      Settlement Agreement with Brewer & Pritchard P.C.;
         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
</TABLE>

                                       16
<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.

                                       17
<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.
                                       A Delaware Corporation



Dated: May 9, 2003                     /S/ Gary F. Kimmons
                                       -----------------------------------------
                                       By:  Gary F. Kimmons
                                       Its:  President, Chief Executive Officer
                                             and Chief Financial Officer


Dated: May 9, 2003                     /S/ Kathryn Kimmons
                                       -----------------------------------------
                                       By:  Kathryn Kimmons
                                       Its:  Secretary


                                       18
<PAGE>

<TABLE>
<CAPTION>

         Exhibit  Description
         -------  -----------
         <S>      <C>
         4.1      GK Intelligent Systems, Inc. 2003 Stock Option Plan;
         4.2      GK Intelligent Systems, Inc., Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003;
         4.3      Settlement Agreement with Brewer & Pritchard P.C.;
         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
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "gks8may2003.txt", "description": "GKIS FORM S-8", "secsgml_size_bytes": 75800}]
{"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": "333-105158", "film-number": "03692490"}, "business-address": {"street1": "2606 YORKTOWN PLACE", "street2": "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"}}
As filed with the Securities and Exchange Commission on May 12, 2003.

Registration No. _______

                   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)

               GK Intelligent Systems, Inc. 2003 Stock Option Plan
  Non-Employee Directors and Consultants Retainer Stock Plan For The Year 2003
               Settlement Agreement with Brewer & Pritchard, P.C.
               --------------------------------------------------
                            (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)
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------

GK Intelligent Systems, Inc.
2003 Stock Option Plan
Common Stock, par value $0.001 per share              10,000,000             $0.15                    $1,500,000         $121.35
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------

GK Intelligent Systems, Inc.
Non-Employee Directors and Consultants Retainer
Stock Plan for the Year 2003
Common Stock, par value $0.001 per share               2,000,000             $0.15                    $  300,000          $24.27
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------

Settlement Agreement with
Brewer & Pritchard P.C.
Common Stock, par value $0.001 per share                   33,000            $0.15                    $      4,950        $0.40
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
(1)  This Registration Statement covers (a) 10,000,000 shares of the
     Registrant's common stock, par value $0.001 per share (the "Common Stock"),
     that may be issued upon exercise of options granted under the GK
     Intelligent Systems, Inc., 2003 Stock Option Plan (the "2003 Stock Option
     Plan"), (b) 2,000,000 shares of the Registrant's Common Stock that may be
     issued pursuant to the GK Intelligent Systems, Inc. Non-Employee Directors
     and Consultants Retainer Stock Plan for the Year 2003 (the "Non-Employee
     Directors and Consultants Plan"), and (c) 33,000 shares of the Registrant's
     Common Stock to be issued pursuant to the Settlement Agreement between the
     Registrant and Brewer & Pritchard P.C., in payment of previous legal
     services provided to the Registrant. This Registration Statement shall also
     cover any additional shares of Common Stock which become issuable under the
     2003 Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Registrant's Common Stock.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     sale prices of the Common Stock on the Pink Sheets on May 6, 2003.

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

                                     PART I.

     Pursuant to the requirements and Form S-8 and Rule 428, the information
specified in Part I of Form S-8 will be sent to Plan participants as specified
by Rule 428(b)(1). As permitted by General Instruction C for Form S-8, there is
also included as part of Part I., of this Registration Statement a Reoffer
Prospectus relating to offers by us, our employees and participants of
12,000,000 shares of common stock to be issued pursuant to our 2003 Stock Option
Plan and the Non-Employee Directors and Consultant Retainer Stock Plan for the
Year 2003 and up to 33,000 shares issuable under the Settlement Agreement with
Brewer & Pritchard P.C.
RE-OFFER PROSPECTUS

                          GK INTELLIGENT SYSTEMS, INC.

                                12,033,000 SHARES

                    COMMON STOCK, $0.001 PAR VALUE PER SHARE
                               ------------------

     This prospectus relates to 12,033,000 shares of common stock, $0.001 par
value per share, of GK Intelligent Systems, Inc. (the "Company"), which may be
offered from time to time by the selling stockholders identified under the
caption "Selling Stockholders" in this prospectus for their own accounts. Each
of the selling stockholders acquired or will acquire the shares of common stock
covered by this prospectus pursuant to (a) the GK Intelligent Systems, Inc.,
2003 Stock Option Plan, (b) the GK Intelligent Systems, Inc. Non-Employee
Directors and Consultants Retainer Stock Plan for the Year 2003 or (c) pursuant
to the Settlement Agreement between the Company and Brewer & Pritchard P.C.

     This prospectus has been prepared for the purpose of registering the shares
of common stock under the Securities Act to allow for future sale by the selling
stockholders, on a continuous or delayed basis, to the public without
restriction.

     Our common stock is traded on the Pink Sheets under the symbol "GKIG." On
May 6, 2003, the last reported sale price of our common stock was $0.15 per
share.

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

             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933.
                               ------------------

           YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON
                           PAGE 1 OF THIS PROSPECTUS.
                               ------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
      COMMISSION HAS APPROVED OR DISAPPROVED THE SHARES OF COMMON STOCK WE
         ARE OFFERING, OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR
       COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                   The date of this prospectus is May 12, 2003
TABLE OF CONTENTS

                                                                           PAGE

GK INTELLIGENT SYSTEMS, INC. ............................................    1
RISK FACTORS ............................................................    1
FORWARD-LOOKING STATEMENTS ..............................................    8
USE OF PROCEEDS .........................................................    9
SELLING STOCKHOLDERS ....................................................    9
PLAN OF DISTRIBUTION ....................................................    10
LEGAL MATTERS ...........................................................    10
EXPERTS .................................................................    10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE .......................    11
WHERE YOU CAN FIND MORE INFORMATION .....................................    11

                                      (i)
The Company

     GK Intelligent Systems, Inc. was incorporated in the State of Delaware in
1988 and is engaged in the development of intelligent training software that
adapts to the learning styles and abilities of individual users. Around the Web
in 80 Minutes was the Company's first consumer product based on the Company's
Smart One technology, which combines artificial intelligence, multimedia
technology and advanced instructional techniques to deliver training more
efficiently and cost-effectively than traditional computer-based training.

     The Company has and is developing and marketing intelligent training
software to move into additional intelligent performance support" ("IPS")
markets. IPS promises to deliver relevant expert assistance to those desiring
timely guidance and support as they perform their daily activities. In addition
to expanding the Company's focus to new areas of the IPS market other than
education and learning, the Company will shift its emphasis to the licensing of
its technology and the acquisition of key service entities with potential IPS
clientele to derive revenues rather than the production and marketing of
products. We believe that by pursuing this strategy, we will be able to enhance
its revenues in a shorter period of time.

     The Company's principal offices are currently located at 2602 Yorktown
Place, Houston, Texas 77056, and our telephone number is (713) 626-1504.

                                  RISK FACTORS

     You should carefully consider the risks described below before making an
investment decision. We believe these are all the material risks currently
facing our business. The Company's business, financial condition or results of
operations could be materially adversely affected by these risks. The trading
price of the Company's common stock could decline due to any of these risks, and
you may lose all or part of your investment. You should also refer to the other
information included or incorporated by reference in this prospectus, including
the Company's financial statements and related notes.

     Risk that the Company's Common Stock may be deemed a "Penny Stock.
     ------------------------------------------------------------------

     The Company's common stock may be deemed to be a "penny stock" as that term
is defined in Rule 3a51-1 of the Exchange Act of 1934. Penny stocks are stocks
(i) with a price of less than five dollars per share; (ii) that are not traded
on a "recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) of an issuer with net tangible assets of less
than US$2,000,000 (if the issuer has been in continuous operation for at least
three years) or US$5,000,000 (if in continuous operation for less than three
years), or with average annual revenues of less than US$6,000,000 for the last
three years.

     A principal exclusion from the definition of a penny stock is an equity
security that has a price of five dollars ($5.00) of more, excluding any broker
or dealer commissions, markups or markdowns. As of the date of this report the
Company's common stock has a price less than $5.00.

     If the Company's Common Stock is at any time deemed a penny stock, section
15(g) and Rule 3a51-1 of the Exchange Act of 1934 would require broker-dealers
dealing in the Company's Common Stock to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."

                                       1
Moreover, Rule 15g-9 of the Exchange Act of 1934 requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company's
common stock to resell their shares to third parties or to otherwise dispose of
them.

     Competition.
     -----------

     There are several corporations, firms and individuals engaged in the type
of business activities in which the Company is presently engaged. Many of those
entities are more experienced and possess substantially greater financial
wherewithal, and technical and personnel resources than the Company or its
subsidiaries. Some of the Company's competitors have longer operating histories.
In addition, certain of the Company's competitors offer a wider range of
products than the Company, and thus may be able to respond more quickly to new
or changing opportunities, technologies and customer requirements. Certain of
the Company's competitors also have greater name recognition and larger customer
bases that could be leveraged, thereby making it difficult for the Company to
gain market share. Such competitors could conduct more extensive promotional
activities and offer better terms and lower prices to customers than the Company
can.

     In certain instances, the Company is competing with such organizations for
the same customers. In addition, competition among software developers exists
for experienced technical and other personnel. There can be no assurance that
the Company will be able to compete effectively with current or future
competitors or that such competition will not have a material adverse effect on
the Company's business, financial condition and operating results. While the
Company hopes to be competitive with other companies, there can be no assurance
that such will be the case.

     Volatile and Limited Market for Common Stock.
     --------------------------------------------

     The Company's common stock was quoted on the "Pink Sheets" under the symbol
"GKIG.PK." OTC, or "Over The Counter," securities are issued by companies that
either choose not to, or are unable to, meet the standards for listing on the
NASDAQ or a national stock exchange. OTC equity securities can be quoted on the
Pink Sheets Electronic Quotation Service, or, if the companies meet the SEC
reporting requirements and eligibility requirements established by the NASD,
such equity securities may be quoted on the NASD OTC Bulletin Board Service.

     The market price of the Company's Common Stock has been and is likely to
continue to be highly volatile and subject to wide fluctuations due to various
factors, many of which may be beyond the Company's control, including: annual
variations in operating results; announcements of technological innovations or
new software, services or products by the Company or its competitors; and
changes in financial estimates and recommendations by securities analysts. In
addition, there have been large price and volume fluctuations in the stock
market, which have affected the market prices of securities of many technology
and services companies, often unrelated to the operating performance of such
companies. These broad market fluctuations, as well as general economic and
political conditions, may adversely affect the market price of the Company's
common stock. In the past, volatility in the market price of a company's
securities has often led to securities class action litigation. Such litigation
could result in substantial costs and diversion of the Company's attention and
resources, which could have a material adverse effect on the Company's business,
financial condition and operating results.

                                       2
Dependence on Key Employees; Need for Additional Management and Personnel.
     -------------------------------------------------------------------------

     Historically, the Company has been heavily dependent on the ability of Gary
F. Kimmons who has contributed essential technical and management experience.
The loss of Mr. Kimmons services would have a material adverse effect on the
Company's business. However, Mr. Kimmons interests are closely aligned with
those of the Company due to his large ownership interest in the Company. There
can be no assurance that it will be able to employ qualified persons on
acceptable terms to replace Mr. Kimmons should he become unavailable.

     In the event of future growth in administration, marketing, manufacturing
and customer support functions, the Company may have to increase the depth and
experience of its management team by adding new members. The Company's success
will depend to a large degree upon the active participation of its key officers
and employees, as well as, the continued service of its key technology and
management personnel and its ability to identify, hire and retain additional
qualified personnel, particularly those in the field of computer programming.
There can be no assurance that the Company will be able to recruit such
qualified personnel to enable it to conduct its proposed business successfully.

     Unascertainable Risks Associated with Potential Future Acquired Businesses.
     ---------------------------------------------------------------------------

     To the extent that the Company may acquire a business in a highly risky
industry, the Company will become subject to those risks. Similarly, if the
Company acquires a financially unstable business or a business that is in the
early stages of development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management intends to
consider the risks inherent in any industry and business in which it may become
involved, there can be no assurance that it will correctly assess such risks.

     Risks Associated with Acquisitions and Strategic Relationships.
     ---------------------------------------------------------------

     The Company may acquire other companies or technologies and regularly
evaluates such opportunities. Acquisitions entail numerous risks, including
difficulties in the assimilation of acquired operations and products, diversion
of management's attention from other business concerns, amortization of acquired
intangible assets; and potential loss of key employees of acquired companies.
The Company has limited experience in assimilating acquired organizations into
our operations.

     No assurance can be given as to the Company's ability to integrate
successfully any operations, personnel, services or products that might be
acquired in the future. Failure to successfully assimilate acquired
organizations could have a material adverse effect on the Company's business,
financial condition and operating results. The Company has established a number
of strategic relationships with online and Internet service providers and
software and information service providers. Additionally, there can be no
assurance that any such relationships will be maintained, or that if they are
maintained, they will be successful or profitable. The Company may not develop
any new such relationships in the future.

     Due to the foregoing factors, annual revenues and operating results are
difficult to forecast. The Company believes that period-to-period comparisons of
the Company's operating results will not necessarily be meaningful and they
should not be relied on as any indication of future performance. The Company's
future annual operating results may not consistently meet the expectations of
securities analysts or investors, which in turn may have an adverse effect on
the market price of the Company's Common Stock. Additionally, to the extent that
the Company may acquire a business in a highly risky industry, the Company will
become subject to those risks.

                                       3
Conflicts of Interest; Related Party Transactions.
     -------------------------------------------------

     The possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Although
there is no formal bylaw, stockholder resolution or agreement authorizing any
such transaction, corporate policy does not forbid it and such a transaction may
occur if management deems it to be in the best interests of the Company and its
stockholders, after consideration of all factors. A transaction of this nature
would present a conflict of interest to those parties with a managerial position
and/or an ownership interest in both the Company and the acquired entity, and
may compromise management's fiduciary duties to the Company's stockholders. An
independent appraisal of the acquired company may or may not be obtained in the
event a related party transaction is contemplated. Furthermore, because
management and/or beneficial owners of the Company's common stock may be
eligible for finder's fees or other compensation related to potential
acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions. It is the Company's
intention that all future transactions be entered into on such terms as if
negotiated at arms length, unless the Company is able to receive more favorable
terms from a related party.

     Risks Associated with Significant Fluctuations in Annual Operating Results.
     --------------------------------------------------------------------------

     The Company expects to experience large fluctuations in future annual
operating results that may be caused by many factors, including the timing of
introductions or enhancements to its software products by the Company or its
competitors; market acceptance of such newly introduced or upgraded products;
the pace of development of the market for the Company's software products;
changes in strategy; the success of or costs associated with acquisitions, joint
ventures or other strategic relationships; changes in key personnel; seasonal
trends; changes in the level of operating expenses to support projected growth;
and general economic conditions.

     Risks Associated with Management of a Changing Business.
     --------------------------------------------------------

     The Company expects operating expenses and staffing levels to increase
substantially in the future. In particular, the Company intends to hire a
significant number of additional skilled personnel, including persons with
experience in software development, marketing and sales. Competition for such
personnel is intense, and there can be no assurance that the Company will be
able to find or keep additional suitable persons in the future. The Company
expects that future expansion will continue to challenge the Company's ability
to successfully hire and retain associates.

     If the Company's revenues do not keep up with operating expenses, the
Company's production and release of new and upgraded products do not meet
increasing demands, the Company fails to attract, assimilate and retain
qualified personnel, or the Company fails to manage the Company's expansion
effectively, there could be a material adverse effect on the Company's business,
financial condition and operating results. The rapid growth in the use and
demand for the Company's software products may strain the Company's ability to
adequately expand.

     Risks Associated with Delays in Introduction of New Services and Products.
     -------------------------------------------------------------------------

     The Company's future success depends in part on the Company's ability to
develop and enhance the Company's software products. There are significant
technical risks in the development of new products or enhanced versions of
existing products. There can be no assurance that the Company will be successful
in achieving any of the following: effectively using new technologies; adapting
the Company's products to emerging industry standards; developing, introducing

                                       4
and marketing product enhancements; or developing, introducing and marketing new
products. The Company may also experience difficulties that could delay or
prevent the development, introduction or marketing of these products.
Additionally, these new products may not adequately meet the requirements of the
marketplace or achieve market acceptance. If the Company is unable to develop
and introduce enhanced or new products quickly enough to respond to market or
customer requirements, or if they do not achieve market acceptance, the
Company's business, financial condition and operating results will be materially
adversely affected.

     Risks Associated with Dependence on Intellectual Property Rights.
     -----------------------------------------------------------------

     The Company does not presently hold any patents, but does hold registered
copyrights for the marks "Smart One" and "Smart Enterprise." The Company intends
to seek additional copyright and trademark protection of its trade names and
products. The Company's success and ability to compete are dependent to a degree
on the Company's name and product recognition. Accordingly, the Company will
primarily rely on copyright, trade secret and trademark law to protect its
product and brand names of products or under which the Company conducts its
business. Effective trademark protection may not be available for the Company's
trademarks. There can be no assurance that the Company will be able to secure
significant protection for the Company's trademarks.

     The Company's competitors or others may adopt product or service names
similar to the Company's, thereby impeding the Company's ability to build brand
identity and possibly leading to customer confusion. The Company's inability to
adequately protect its product, brand, trade names and trademarks would have a
material adverse effect on the Company's business, financial condition and
operating results. Despite any precautions the Company takes, a third party may
be able to copy or otherwise obtain and use the Company's software or other
proprietary information without authorization or to develop similar software
independently.

     Policing unauthorized use of the Company's technology is made especially
difficult by the global nature of the Internet and the difficulty in controlling
the ultimate destination or security of software or other data. The laws of
other countries may afford the Company little or no effective protection for the
Company's intellectual property.

     There can be no assurance that the steps the Company takes will prevent
misappropriation of the Company's technology or that agreements entered into for
that purpose will be enforceable. In addition, litigation may be necessary in
the future to enforce the Company's intellectual property rights; protect the
Company's trade secrets; determine the validity and scope of the proprietary
rights of others; or defend against claims of infringement or invalidity. Such
litigation, whether successful or unsuccessful, could result in substantial
costs and diversions of resources, either of which could have a material adverse
effect on the Company's business, financial condition and operating results.

     Risks Associated with Infringement.
     ----------------------------------

     The Company may in the future receive notices of claims of infringement on
other parties' proprietary rights. There can be no assurance that claims for
infringement or invalidity (or any indemnification claims based on such claims)
will not be asserted or prosecuted against the Company. Any such claims, with or
without merit, could be time consuming and costly to defend or litigate, divert
the Company's attention and resources or require the Company to enter into
royalty or licensing agreements. There can be no assurance that such licenses
would be available on reasonable terms, if at all, and the assertion or
prosecution of any such claims could have a material adverse effect on the
Company's business, financial condition and operating results.

                                       5
Risks Associated with Entering New Markets.
     -------------------------------------------

     One element of the Company's strategy is to leverage the Company's brand
names of products that the Company provides. No assurance can be given that the
Company will be able to compete successfully in any such new markets. There can
be no assurance that the Company's marketing efforts or the Company's pursuit of
any new opportunities will be successful. If the Company's efforts are not
successful, the Company could realize less than expected earnings, which in turn
could result in a decrease in the market value of the Company's Common Stock.
Furthermore, such efforts may divert management attention or inefficiently
utilize the Company's resources.

     Substantial Doubt that the Company Can Continue as a Going Concern.
     -------------------------------------------------------------------

     The Company expects to continue to incur significant capital expenses in
pursuing its business plan to market its product and expanding its product line
and obtaining additional financing through stock offerings or other feasible
financing alternatives. In order for the Company to continue its operations at
its existing levels, the Company will require significant additional funds over
the next twelve months. Therefore, the Company is dependent on funds raised
through equity or debt offerings. Additional financing may not be available on
terms favorable to the Company, or at all. If these funds are not available the
Company may not be able to execute its business plan or take advantage of
business opportunities. The ability of the Company to obtain such additional
financing and to achieve its operating goals is uncertain. In the event that the
Company does not obtain additional capital or is not able to increase cash flow
through the increase of sales, there is a substantial doubt of its being able to
continue as a going concern.

     New and Uncertain Markets and Technology; Unproven Market Acceptance.
     --------------------------------------------------------------------

     Factors that may adversely affect the Company's operating results include,
but are not limited to, the Company's ability to attract consumers/users at a
steady rate and maintain consumer/user satisfaction, the Company's ability to
maintain or increase sales productivity, the introduction of new or enhanced
sites and services, the amount of expenditures for online advertising by
businesses, the level of use of online services and consumer acceptance of the
Internet for services such as those the Company offers, the Company's ability to
upgrade and develop its systems and the amount and timing of operating costs and
capital expenditures relating to expansion of the Company's business and
infrastructure and general economic conditions. The markets for the Company's
products and services have only recently begun to develop, are rapidly changing
and are characterized by low barriers to entry. There can be no assurance that
the markets for the Company's products and services will develop at the pace
anticipated and even if the market emerges that it will become economically
sustainable. Additionally, it is becoming increasingly important that strategic
relationships with larger, more financially sound, and well-known entities be
entered into to obtain exposure to a large number of users, sponsors and
advertisers. There is no assurance that these strategic relationships can be
developed and agreements entered into.

     Future Capital Needs; Uncertainty of Additional Funding.
     -------------------------------------------------------

     No assurance can be given that the Company will be able to conduct its
marketing and product development programs as planned, or that changes in the
Company's marketing and product development plans or other changes affecting the
Company's operating expenses will not result in the expenditure of such proceeds
before such time. Contingencies may arise that require the Company to obtain
additional funding before that time. The Company's future capital requirements
will depend on many factors, including continued product development programs,
the magnitude of these programs, the time and expense involved in obtaining new
customers, competing technological and market developments, the establishment of
additional collaborative arrangements, the costs involved in filing and
prosecuting and enforcing copyright and trademark claims, establishing marketing
programs and conducting commercialization activities and arrangements for new
products and services.

                                       6
Substantial Future Sales of Stock; Dilution.
     --------------------------------------------

     There may be substantial sales of the Company stock, common or preferred.
Sales of substantial amounts of stock could have a material dilutive effect on
shareholders. Additionally, it may be necessary to offer warrants or options to
obtain strategic relationships or to raise additional capital. All of these
issuances will dilute the holdings of existing shareholders thereby reducing
such holder's percentage ownership.

     No Dividends.
     ------------

     The Company anticipates that it will use any funds available to finance its
growth and that it will not pay cash dividends to stockholders in the
foreseeable future.

     Risk of Technical Obsolescence.
     -------------------------------

     The Company operates in an ever-evolving field. Developments are expected
to continue at a rapid pace in the industry in general. Competition from other
producers, large companies, joint ventures, research and academic institutions
and others is intense and expected to increase. Many of these companies and
institutions have substantially greater capital resources, research and
development staffs and facilities than the Company, and many have substantially
greater experience in conducting testing, manufacturing and marketing of
products. These entities represent significant long-term competition for the
Company. There can be no assurance that developments by others will not render
the Company's technologies and future products obsolete or noncompetitive. In
addition, the Company's competitors might succeed in developing technologies and
products that are more effective than those that are being developed by the
Company or that would render the Company's technology and products obsolete or
noncompetitive. See "Business - Competitive Business Conditions."

     Decreasing Prices for Software.
     ------------------------------

     In the last few years the average price for some categories of software
have fallen tremendously. If this trend should affect software that licenses the
Company's technology the traditionally high margins will be eroded which will be
passed on to the Company in the form of lower revenues. There can be no
guarantee that the price of the software utilizing the Company's technology will
not decline over the short-term future. Further, competition may cause the
Company or those who utilize its technologies to lower prices in the future. It
is difficult to raise prices in the industry even if internal costs increase.

     Technology Changes in the Software Industry are Rapid.
     ------------------------------------------------------

     In the past few years software has been produced on different media and in
a matter of a few short years the industry has seen its software go from floppy
disk to CD-ROM to being offered online. It cannot be known if the Company will
be able to rapidly and effectively make the necessary adjustment with its
business practices to keep pace and stay competitive in the marketplace.

                                       7
Limited Current Sales and Marketing Capability.
     ----------------------------------------------

     The Company has limited experience in sales, marketing and distribution. To
market its products, the Company must both hire and retain the necessary
personnel to distribute and market the product or enter into collaborative
arrangement or distribution agreements with third parties who will market such
products or develop its own marketing and sales force with technical expertise
and supporting distribution capability. There can be no assurance that the
Company will be able to hire or retain the personnel with sufficient experience
and knowledge to distribute and market its products or be able to enter into
collaborative or distribution arrangements or develop its own sales force, or
that such sales and marketing efforts, including the efforts of the companies
with which the Company will enter into agreements will be successful.

     No Guarantee of Continued Listing on OTC Bulletin Board.
     --------------------------------------------------------

     There is no guarantee that the Company's common stock will continue to be
listed on the pink sheets or on any other published medium including but not
limited to the OTC Bulletin Board or any publication by the National Quotation
Bureau, Incorporated or any by similar successor organizations, or by any member
firm of the New York Stock Exchange, or other American Exchange, NASDAQ, or NASD
related entity.

     History of Losses; Uncertainty of Future Profitability.
     ------------------------------------------------------

     As of December 31, 2002, the Company had accumulated significant net
losses. The development of the Company's products will require the commitment of
substantial resources to increase its advertising, marketing and distribution of
its existing products and to complete the testing manufacturing, marketing and
distribution of said new products. These expenditures are expected to result in
substantial and increasing losses over the next six months. There can be no
assurance that the Company will not incur substantial and continuing net losses
beyond the next six months or that the Company will ever reach profitability.
Furthermore, there can be no assurance the Company's products will meet the
expectations and effectiveness required to be competitive in the market place,
that the Company will enter into arrangements for product development and
commercialization, successfully market its software products, or achieve
customer acceptance.

                           FORWARD-LOOKING STATEMENTS
                           ==========================

     The statements, other than statements of historical facts included in this
prospectus, are forward-looking statements. Forward-looking statements generally
can be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "intend," "estimate," "anticipate" or "believe." We believe
that the expectations reflected in such forward-looking statements are accurate.
However, we cannot assure you that these expectations will occur. The Company's
actual future performance could differ materially from these statements.
Important factors that may cause actual results to differ from projections
include, for example:

     o    the success or failure of management's efforts to implement their
          business strategy;

     o    the ability of the Company to raise sufficient capital to meet
          operating requirements;

     o    the uncertainty of consumer demand for our product;

     o    the ability of the Company to protect its intellectual property
          rights;

     o    the ability of the Company to compete with major established
          companies;

     o    the effect of changing economic conditions;

     o    the ability of the Company to attract and retain quality employees;
          and

     o    other risks which may be described in future filings with the SEC.

                                       8
Additional factors that could cause the Company's actual results to differ
materially from the Company's expectations are discussed under the section
entitled "Risk Factors" and elsewhere in this prospectus. You should not unduly
rely on these forward-looking statements, which speak only as of the date of
this prospectus. Except as required by law, we are not obligated to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances occurring after the date of this prospectus or to reflect the
occurrence of unanticipated events.

                                 USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholders.

                              SELLING STOCKHOLDERS

     The shares of common stock to which this prospectus relates are being
registered for reoffers and resales by the selling stockholders, who acquired or
will acquire shares of common stock pursuant to the Plan. The selling
stockholders may resell all, a portion or none of these shares of common stock
from time to time. The table below sets forth with respect to each selling
stockholder, based upon information available to us as of April 25, 2003, (a)
the name of each Selling Shareholder and his or her relationship to the Company
during the last three years; (b) the number of shares of Common Stock each
Selling Shareholder beneficially owned prior to this offering, (c) the number of
shares covered by this prospectus; and (d) the amount and the percentage of the
Company's Common Stock that will be owned by each Selling Shareholder after
completion of this offering assuming the sale of all shares offered hereby. The
information contained below may be amended or supplemented from time to time.
After Offering
--------------------------------------------------------------------------------------------------------
Number Of
                                             Number Of Shares   Shares
                                             Owned Prior To     Covered By      Number Of
Name                    Position             Offering           Prospectus      Shares          Percent
--------------------------------------------------------------------------------------------------------
Gary F. Kimmons         Chief Executive      10,850,878(1)      3,000,000       7,850,878       34.54%
2602 Yorktown Place     Officer, President,
Houston, Texas 77056    Treasurer, and
                        Director

Dick Meador             Director                652,000(2)        300,000         352,000        1.54%
1900 North Loop West
Suite 400
Houston, Texas 77018

Thomas C. Pritchard    Former Legal Counsel           0            33,000(3)            0           0%
Three Riverway
Suite 1800
Houston, Texas 77056
--------------------------------------------------------------------------------------------------------
(1)  Includes (a) 7,522,860 shares of Common Stock owned by the Kimmons
          Family Partnership, Ltd., of which Mr. Kimmons is a General Partner,
          (b) 808,018 shares of common stock held of record by Mr. Kimmons, (c)
          a warrant to purchase 520,000 shares of common stock at an exercise
          price of $0.35 per share which warrant expires on December 31, 2007,
          and (d) options to purchase 3,000,000 shares of common stock at $0.18
          per share, issued under the 2003 Stock Option Plan which expire on
          February 1, 2013, of which 2,000,000 are vested and currently
          exercisable.

     (2)  Includes options up to 300,000 shares of common stock or the
          equivalent in options to purchase up to 300,000 shares of common stock
          which may bee issued under the Non-Employee Director Agreement with
          Dick Meador.

     (3)  Includes 33,000 shares of common stock to be issued pursuant to the
          terms of the Settlement Agreement with Brewer & Pritchard P.C.

                                       9
The information provided in the table above with respect to the selling
stockholders has been obtained from the selling stockholders. Because the
selling stockholders may sell all or some portion of the shares of common stock
beneficially owned by them, only an estimate (assuming the selling stockholder
sells all of the shares offered hereby) can be given as the number of shares
that will be beneficially owned by the selling stockholders after this offering.
In addition, the selling stockholders may have sold, transferred or otherwise
disposed of, or may sell, transfer or otherwise dispose of, at any time or from
time to time since the dates on which they provided the information regarding
the shares of common stock beneficially owned by them in transactions exempt
from the registration requirements of the Securities Act.

                              PLAN OF DISTRIBUTION

     Each selling stockholder may sell his or her shares of common stock for
value from time to time under this prospectus in one or more transactions on the
Pink Sheets or other exchange upon which the Company's common stock is traded,
in negotiated transactions or in a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The selling
stockholders may effect such transactions by selling the shares of common stock
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares of common stock for
whom such broker-dealers may act as agent (which compensation may be less than
or in excess of customary commissions).

     In addition to the shares of commons stock sold hereunder, the selling
stockholders, may, at any same time, sell any shares of common stock, including
the shares of common stock owned by them in compliance with all of the
requirements of Rule 144, regardless of whether such shares are covered by this
prospectus.

     There is no assurance that the selling stockholders will sell all or any
portion of the shares of common stock offered or that the selling stockholders
will transfer, devise or gift these shares by other means.

     The Company will pay all expenses in connection with this offering and will
not receive any proceeds from sales of any shares of common stock by the selling
stockholders.

                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon for us by Wenthur & Chachas, LLP.

                                     EXPERTS

     The audited financial statements of GK Intelligent Systems, Inc., appearing
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
2002 have been examined by HJ & Associates, LLC, independent auditors, as set
forth in their report included in the Annual Report and incorporated in this
prospectus by reference. Those financial statements are incorporated into this
prospectus by reference in reliance upon the report of the accountants included
with the financial statements and upon the authority of the accountants as
experts in auditing and accounting.

                                       10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The Company will provide without charge, upon written or oral request, a
copy of any or all of the documents which are incorporated by reference into
this prospectus. You should contact us at: GK Intelligent Systems, Inc., 2602
Yorktown Place, Houston, Texas 77056, telephone number (713) 626-1504 should you
desire any of these documents.

     The following documents, which the Company previously filed with the SEC
pursuant to Sections 13 or 15 of the Exchange Act, are incorporated by reference
into this prospectus:

          (a) The Company'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 Company 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.

          (d) The description of the Company'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.

     Finally, the Company incorporates by reference in this prospectus all
documents that the Company may file under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and before the filing of a
post-effective amendment, which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Those documents
are a part of this prospectus from the date of filing. Any statement
incorporated by reference in this prospectus shall be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein, or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes that statement. Any
statement that is modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     The Company files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may read
and copy any reports, statements and other information we file at the SEC's
public reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call 1-800-SEC-0330 for further information on the public
reference rooms. The Company's filings are also available to the public from
commercial document retrieval services and at the web site maintained by the SEC
at http://www.sec.gov.

     We have filed a registration statement on Form S-8 to register with the SEC
the common stock we are offering under the Plan. This prospectus is part of that
registration statement. As allowed by the SEC's rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.

                                       11
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.

          (d) 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 22,728,273 shares of common stock issued and
outstanding as of May 6, 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 nonassessable 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 with respect to
this matter in the aggregate own less than 30,000 shares of the Registrant's
common stock.

                                       12
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

                                       13
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
     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.

                                       14
(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,
     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.

                                       15
Item 8.  Exhibits.
Exhibit  Description
         -------  -----------
4.1      GK Intelligent Systems, Inc. 2003 Stock Option Plan;
         4.2      GK Intelligent Systems, Inc., Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003;
         4.3      Settlement Agreement with Brewer & Pritchard P.C.;
         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
16
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.

                                       17
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.
                                       A Delaware Corporation

Dated: May 9, 2003                     /S/ Gary F. Kimmons
                                       -----------------------------------------
                                       By:  Gary F. Kimmons
                                       Its:  President, Chief Executive Officer
                                             and Chief Financial Officer

Dated: May 9, 2003                     /S/ Kathryn Kimmons
                                       -----------------------------------------
                                       By:  Kathryn Kimmons
                                       Its:  Secretary

                                       18
Exhibit  Description
         -------  -----------
4.1      GK Intelligent Systems, Inc. 2003 Stock Option Plan;
         4.2      GK Intelligent Systems, Inc., Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003;
         4.3      Settlement Agreement with Brewer & Pritchard P.C.;
         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