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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GK Intelligent Systems, Inc.
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(Name of issuer)
Common Stock, par value $0.001 per share
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(Title of class of securities)
361751100
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(CUSIP number)
Gary F. Kimmons
5555 San Felipe, Suite 625
Houston, Texas 77056
(713) 840-7722
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(Name, address and telephone number of person authorized
to receive notices and communications)
January 12, 1999
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g) check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 13d-7(b) for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP No. 361751100
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Gary F. Kimmons
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(2) Check the Appropriate Box if a Member of a Group*
(a) [_]
(b) [_]
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(3) SEC Use Only
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(4) Source of Funds*
PF, SC
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
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(6) Citizenship or Place of Organization
United States
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(7) Sole Voting Power
10,702,752
NUMBER OF -------------------------------------------
SHARES (8) Shared Voting Power
BENEFICIALLY None
OWNED BY -------------------------------------------
EACH (9) Sole Dispositive Power
REPORTING
PERSON WITH 10,702,752
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(10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,702,752
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(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [_]
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(13) Percent of Class Represented by Amount in Row (11)
31.8%
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(14) Type of Reporting Person*
Gary F. Kimmons IN
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement relates
is common stock, par value $0.001 per share (the "Common Stock") of GK
Intelligent Systems, Inc. ("GKI") (the "Issuer"), a Delaware corporation, 5555
San Felipe, Suite 625, Houston, Texas 77056.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Gary F. Kimmons
(b) 5555 San Felipe, Suite 625, Houston, Texas 77056.
(c) Chief Executive Officer, GK Intelligent Systems, Inc.
(d) n/a
(e) n/a
(f) United States
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS.
Personal funds. Includes: (a) 1,000,000 vested shares of a warrant to
purchase 4,000,000 shares of Issuer common stock, (b) a warrant to purchase
1,709,091 shares of Issuer common stock, and (c) an option to purchase 290,909
shares of Issuer common stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired and continues to hold the securities of the
Issuer for investment purposes. The Reporting Person does not have any present
plans or proposals which relate to or would result in any of the items described
in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 10,702,752 31.8%
(b) The number of shares of Common Stock as to which there is sole
power to vote or to direct a vote, shared power to vote or to direct the vote,
sole power to dispose or direct the disposition, or shared power to dispose or
direct the disposition for the Reporting Person is set forth in the cover pages
hereto, and such information is incorporated herein by reference.
(c) Gifted 53,328 shares on February 9, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Kimmons was issued a warrant to purchase 4,000,000 shares of Issuer
common stock at a purchase price of $.3125 per share vesting quarterly over a
four year period beginning March 1999.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
n/a
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
DATED: February 12, 1999 GARY F. KIMMONS
/s/ Gary F. Kimmons
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By: Gary F. Kimmons
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