UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2004

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                         Commission File Number: 0-25963

                              GPS INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)



           Nevada                               88-0350120
-------------------------------           ----------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)            Identification Number)


    5500 - 152nd Street, Suite 214, Surrey, British Columbia, Canada V3S-5J9
                    (Address of principal executive offices)

                    Issuer's telephone number: (604) 576-7442
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of November 10, 2004, the Company had 186,125,425 shares of Class A common
stock issued and outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

Documents incorporated by reference: None.

<PAGE>


                      GPS INDUSTRIES, INC. AND SUBSIDIARIES
                                      INDEX

PART I.   FINANCIAL INFORMATION

  Item 1.  Financial Statements

         Consolidated Balance Sheet - September 30, 2004 (Unaudited)

         Consolidated Statements of Operations (Unaudited) -
          Three Months Ended September 30, 2004 and 2003

         Consolidated Statements of Operations (Unaudited) -
           Nine Months Ended September 30, 2004 and 2003

         Consolidated Statements of Cash Flows (Unaudited) -
          Nine Months Ended September 30, 2004 and 2003

         Notes to Consolidated Financial Statements (Unaudited) -
          Nine Months Ended September 30, 2004 and 2003

  Item 2.  Management's Discussion and Analysis or Plan of Operation

  Item 3.  Controls and Procedures

PART II.  OTHER INFORMATION

  Item 1.  Legal proceedings

  Item 2.  Changes in Securities and Use of Proceeds

  Item 3.  Defaults Upon Senior Securities

  Item 4.  Submission of matters to a vote of security holders

  Item 5.  Other information

  Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>
Item 1.  Financial Statements

                      GPS INDUSTRIES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2004
                                  (Unaudited)

Assets

Current
     Cash                                                        $       21,437
     Accounts receivable                                                479,922
     Inventory                                                        1,698,052
     Prepaid expenses and other current assets                           67,138
                                                                  --------------
                                Total Current Assets                  2,266,549

Property and equipment, net                                             139,983

Patents                                                                 291,176

Deferred implementation costs                                             7,898
                                                                  --------------
                                                                 $    2,705,606
                                                                  ==============

Liabilities and Stockholders' Deficit

Current liabilities
     Bank indebtedness                                           $    2,459,510
     Bank loan                                                           23,018
     Deferred Revenue                                                   125,636
     Short term loans                                                 2,294,734
     Accounts payable and accrued liabilities                         2,906,332
     Convertible loans                                                  240,000
     Promissory notes - related parties                                 613,167
                                                                  --------------
                                                                      8,662,397
Liabilities related to discontinued operations
     (Chapter 7 proceedings filed in 2002)
     Promissory note payable                                          1,274,757
     Accounts payable and accrued liabilities                         2,193,836
     Loans payable to related parties                                   258,000
     Capital lease obligations ( in default)                             29,467
                                                                  --------------
                                                                      3,756,060
                                                                  --------------
     Total current liabilities                                       12,418,457
                                                                  --------------

Convertible debt                                                        395,250

Stockholders' deficit
     Class A common stock, $.001 par value,
      250,000,000 authorized,
      177,625,425 issued and outstanding                                177,725
     5% Convertible Preferred Shares, $.001 par value,
      25,000,000 authorized,
      250,000 issued and outstanding                                    250,000
     Accumulated other comprehensive income                             722,295
     Deferred compensation expense                                    ( 732,105)
     Subscriptions receivable                                           ( 5,888)
     Additional paid-in capital                                      27,602,287
     Accumulated deficit                                           ( 38,122,415)
                                                                  --------------

                         Total Stockholder's Deficit               ( 10,108,101)
                                                                  --------------
                                                                 $    2,705,606
                                                                  ==============

           See accompanying notes to consolidated financial statements

<PAGE>
                      GPS INDUSTRIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                For the Three Months
                                                  Ended September 30,
                                          --------------------------------
                                                 2004            2003
                                          -----------------  -------------
                                             (Unaudited)       (Unaudited)

Revenue                                  $     722,784      $         -

Cost of Goods Sold                             616,833                -

Installation Costs                              80,706                -
                                          -----------------  -------------
Gross Profit                                    25,245                -
                                          -----------------  -------------

Operating Expenses
 General and Administrative Expenses           526,226          503,541
 Depreciation and amortization                  27,923           12,000
 Sales and marketing                           454,237           30,003
 Engineering and Research and Development      319,677                -
                                          -----------------  -------------
                                             1,328,063          545,544
                                          -----------------  -------------
Loss Before Other Income (Expense)         ( 1,302,818)       ( 545,544)
                                          -----------------  --------------
Other Income (Expense)
 Finance costs                               ( 166,349)        ( 13,000)
 Interest expense                            ( 203,259)       ( 202,671)
 Gain (loss) on foreign exchange             ( 123,928)               -
 Gain (loss) on extinguishment of debt         637,017                -
                                          -----------------  --------------
                                               143,481         ( 215,671)
                                          -----------------  --------------
Net Loss Before Deemed
 Preferred Stock Dividend                   (1,159,337)        (761,215)

Deemed Preferred Stock Dividend              ( 120,423)              -
                                          -----------------  --------------
Net Loss Applicable to
 Common Stockholders                     $ ( 1,279,760)     $ ( 761,215)
                                          =================  ==============
Loss per common share -
 basic and diluted                       $    ( 0.01)       $    ( 0.01)
                                          =================  ==============

Weighted average number of
 common shares outstanding -
 basic and diluted                         172,053,872       99,198,793
                                          =================  ==============


          See accompanying notes to consolidated financial statements

<PAGE>

                      GPS INDUSTRIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                For the Nine Months
                                                  Ended September 30,
                                          --------------------------------
                                                 2004            2003
                                          -----------------  -------------
                                             (Unaudited)       (Unaudited)

Revenue                                  $    1,723,018     $          -

Cost of Goods Sold                            1,317,596                -

Installation Costs                              254,985                -
                                          -----------------  -------------
Gross Profit                                    150,437                -
                                          -----------------  -------------

Operating Expenses
 General and Administrative Expenses          1,628,449        1,777,897
 Depreciation and amortization                   63,745           61,395
 Sales and marketing                          1,155,942           60,014
 Engineering and Research and Development       886,510                -
                                          -----------------  -------------
                                              3,734,646        1,899,306
                                          -----------------  -------------
Loss Before Other Income (Expense)          ( 3,584,209)      (1,899,306)
                                          -----------------  --------------
Other Income (Expense)
 Finance costs                                ( 224,129)        ( 63,331)
 Interest expense                             ( 336,389)       ( 296,871)
 Gain (loss) on foreign exchange              (  54,799)               -
 Gain (loss) on extinguishment of debt        1,741,756                -
                                          -----------------  --------------
                                              1,126,439        ( 360,202)
                                          -----------------  --------------
Net Loss Before Deemed
 Preferred Stock Dividend                    (2,457,770)      (2,259,508)

Deemed Preferred Stock Dividend               ( 120,423)              -
                                          -----------------  --------------
Net Loss Applicable to
 Common Stockholders                     $  ( 2,578,193)    $ (2,259,508)
                                          =================  ==============
Loss per common share -
 basic and diluted                       $     ( 0.02)      $    ( 0.03)
                                          =================  ==============

Weighted average number of
 common shares outstanding -
 basic and diluted                         160,751,866        88,104,358
                                          =================  ==============


          See accompanying notes to consolidated financial statements

<PAGE>
                      GPS INDUSTRIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                For the Nine Months
                                                  Ended September 30,
                                          --------------------------------
                                                 2004            2003
                                          -----------------  -------------
                                             (Unaudited)       (Unaudited)
Cash Flow From Operating Activities:
  Net loss from operations                 $ ( 2,457,770)  $ ( 2,259,508)

  Adjustments to reconcile net loss
   to net cash used in operating
   activities:
    Depreciation and amortization                 63,745          61,395
    Amortization of deferred compensation        168,945               -
    Inventory impairment                               -         103,818
    Gain on extinguishment of debt            (1,741,756)              -
    Expenses paid by issuance of stock           419,040               -
    Stock based compensation                           -         983,133
    Interest converted to stock                   28,483          26,193
    Finance charges converted to stock           134,286          63,331
    Amortization of finance costs                 26,000               -

 Changes in operating assets and liabilities:
    Inventories                               (1,161,429)      ( 438,648)
    Accounts Receivable                         (479,922)          2,018
    Prepaid expenses and deposits                  5,676          38,135
    Deferred implementation costs                 98,087               -
    Accounts payable and accrued liabilities     285,657          14,908
    Discontinued Accounts payable and
     accrued liabilities                       1,139,586               -
    Other liabilities                            125,636               -
                                           -----------------  -------------
Net Cash Used In Operating Activities        ( 3,345,736)    ( 1,405,225)
                                           -----------------  -------------

Cash Flow From Investing Activities
 Purchase of property and equipment            ( 121,097)       ( 20,659)
 Purchase of patents                            ( 20,000)              -
                                           -----------------  -------------
Net Cash Flow Used In Investing Activities     ( 141,097)       ( 20,659)
                                           -----------------  -------------

Cash Flow From Financing Activities
 Common stock issued for cash                    200,000               -
 Convertible preferred stock
  issued for cash                                250,000               -
 Repayment of promissory note                          -        ( 25,329)
 Borrowings on short term loans                2,100,782        ( 30,954)
 Repayments of bank loan                         (18,694)              -
 Borrowings under bank indebtedness              962,648       1,059,721
 Repayments of loans from related parties         (9,869)       ( 77,902)
 Borrowing on convertible loans                   20,036         433,496
                                           -----------------  -------------
Net Cash Flow From Financing Activities        3,504,903       1,359,032
                                           -----------------  -------------
Net Increase (Decrease) In Cash                   18,070        ( 66,852)

Cash, Beginning Of Period                          3,367          66,852
                                           -----------------  --------------
Cash, End Of Period                       $       21,437     $         -
                                           =================  ==============

          See accompanying notes to consolidated financial statements

<PAGE>

                     GPS Industries, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                 Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)

1. Organization and Basis of Presentation

Basis of  Presentation  - The  consolidated  financial  statements  include  the
operations of GPS Industries,  Inc. (formerly  Inforetech  Wireless  Technology,
Inc.)  and  its  wholly-owned  subsidiaries  (the  "Company").  All  significant
intercompany transactions and balances have been eliminated in consolidation.

The interim consolidated financial statements are unaudited, but in the opinion
of management of the Company, contain all adjustments, which include normal
recurring adjustments, necessary to present fairly the financial position at
September 30, 2004, the results of operations for the three months and nine
months ended September 30, 2004 and 2003, and the cash flows for the nine months
ended September 30, 2004 and 2003. The results of operations for the three
months and nine months ended September 30, 2004 are not necessarily indicative
of the results of operations to be expected for the full fiscal year ending
December 31, 2004.

Certain information and footnote disclosures normally included in financial
statements that have been presented in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission with respect to interim
financial statements, although management of the Company believes that the
disclosures contained in these financial statements are adequate to make the
information presented therein not misleading. For further information, refer to
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003, as filed with the Securities and Exchange Commission.

Business - The Company develops and markets GPS and Wi-Fi wireless business
solutions for golf courses, golf residential communities and golf resorts. The
Company's management information system enables golf course owners and managers
to run their business more efficiently with pace-of-play monitoring, data
consolidation and reporting capabilities, generate more revenue with
advertising, tournament and point-of-purchase applications, and to retain more
customers with customer relationship management programs. The Company has
developed both a hand-held and cart-mounted products using Global Positioning
Satellite ("GPS") technology. These units help attract and retain customers by
delivering a better golf experience with precise distance measurement, detailed
colour course maps, media streaming of real-time sports scores and news
headlines, food and beverage ordering, electronic scoring, tournament play and
emergency communication with the clubhouse. At September 30, 2004, substantially
all of the Company's assets and operations were located in Canada.

The Company recorded sales revenue for the first time in the nine months ended
September 30, 2004. The Company recognizes revenue only when persuasive evidence
of an arrangement exists, delivery has occurred, the sales price is fixed or
determinable, and collectibility is probable. When other significant obligations
remain after products are delivered, revenue is recognized only after such
obligations are fulfilled. Cost of Goods Sold represents the cost of physical
equipment products delivered to the customer and installed on the customer's
site. The cost of installing the equipment on the customer's site, such as
labour and travel and accommodation expenses, are recorded as Installation
Costs. The cost of developing the equipment and the software installed in the
equipment on the customer's site is recorded as an operating expense in the
category "Engineering, Research and Development", all such costs are expensed as
they are incurred.

During the three months ended December 31, 2002, the Company's wholly-owned
subsidiary, Inforetech Golf Technology 2000 Inc., ceased operations and filed a
petition for relief under Chapter 7 of the United States Bankruptcy Code on
December 19, 2002, which was subsequently granted (see Note 5).

The Company acquired 100% of the equity of ProShot Golf Inc. ("ProShot") on
January 12, 2001. ProShot was a California-based company involved in the
manufacture, marketing, leasing and installation of an integrated GPS system
that was installed directly on golf courses and provided golfers with yardage
readings and potential shot options from any location on a golf course. During
the three months ended December 31, 2001, ProShot ceased operations and filed a
petition for relief under Chapter 7 of the United States Bankruptcy Code on May
31, 2002, which was subsequently granted (see Note 5).

As a result of these Chapter 7 bankruptcy filings, the liabilities of such
discontinued subsidiaries have been classified as liabilities of discontinued
operations in the accompanying financial statements.
<PAGE>

2. Going Concern

Going Concern - The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The carrying amounts of assets and liabilities presented in
the consolidated financial statements do not purport to represent the realizable
or settlement values. The Company has incurred significant losses and had a
working capital deficit at September 30, 2004 and December 31, 2003. The
commercialization of the Company's technology is dependent on the Company's
ability to successfully finance its cash requirements through a combination of
equity financings, sales of it's GPS systems and payments from potential
strategic partners. The Company's independent certified public accountants, in
their independent auditors' report on the consolidated financial statements as
of and for the year ended December 31, 2003, have expressed substantial doubt
about the Company's ability to continue as a going concern.

The Company is attempting to restructure its debt obligations and raise new
capital. To the extent that the Company is unable to successfully restructure
its debt obligations and/or obtain the capital necessary to fund its future cash
requirements on a timely basis and under acceptable terms and conditions, the
Company will not have sufficient cash resources to maintain operations, and may
consider a formal or informal restructuring or reorganization.

3. Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Foreign Currency Translation - Assets and liabilities of subsidiaries in foreign
countries are translated into United States dollars using the exchange rate in
effect at the balance sheet date or the historical rate, as applicable. Results
of operations are translated using the average exchange rates prevailing
throughout the period. The effects of exchange rate fluctuations on translating
foreign currency assets and liabilities into United States dollars are included
in stockholders' deficiency as accumulated other comprehensive income, while
gains and losses resulting from foreign currency transactions are included in
operations.

Net Loss Per Common Share - Basic loss per common share is calculated by
dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflects the potential dilution
that would occur if dilutive stock options and warrants were exercised. These
potentially dilutive securities were not included in the calculation of loss per
share for the periods presented because the Company incurred a loss during such
periods and thus their effect would have been anti-dilutive. Accordingly, basic
and diluted loss per common share is the same for all periods presented.

Stock-Based Compensation - The Company periodically issues shares of common
stock for services rendered or for financing costs. Such shares are valued based
on the market price on the transaction date.

The Company periodically issues stock options and warrants to employees and
non-employees in non-capital raising transactions for services and for financing
costs.

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation", which establishes a fair value
method of accounting for stock-based compensation plans.

The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options or
warrants to employees, or to continue to follow the intrinsic value method set
forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", but to disclose on an annual basis the pro forma effect on
net income (loss) and net income (loss) per common share had the fair value of
the stock options and warrants been recorded in the financial statements. SFAS
No. 123 was amended by SFAS No. 148, which now requires companies to disclose in
interim financial statements the pro forma effect on net income (loss) and net
income (loss) per common share of the estimated fair market value of stock
options or warrants issued to employees. The Company has elected to continue to
account for stock-based compensation plans utilizing the intrinsic value method.
Accordingly, compensation cost for stock options and warrants is measured as the
excess, if any, of the fair market price of the Company's common stock at the
date of grant above the amount an employee must pay to acquire the common stock.

In accordance with SFAS No. 123, the cost of stock options and warrants issued
to non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option pricing model. The resulting amount is charged to expense
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.
<PAGE>

Recent Accounting Pronouncements - Management does not believe that recently
issued, but not yet effective accounting pronouncements if currently adopted
would have a material effect on the accompanying consolidated financial
statements.

4. Debt

In February 2001, the Company received a $1,185,000 loan bearing interest at
LIBOR plus 1% which was collateralized by certain securities. The lender cannot
be located at the date of this report and the Company believes this collateral
has been realized. As a result the Company has written off this loan liability.
In the nine months ended September 30, 2004 this write off amounted to
$1,185,000. This amount has been recorded in the Consolidated Statement of
Operations as a gain on extinguishment of debt.

Effective June 27, 2003, the Company obtained a bank line of credit for
$1,425,000 to fund its operations. As of September 30, 2004, the Company had
borrowed $1,489,807 under this line of credit. The line of credit bears interest
at prime plus 0.5%, is repayable in full on demand and is secured by a one year
standby bank letter of credit for $1,500,000 that was provided by a third party,
Hansen Inc. This standby letter of credit from Hansen Inc. has been renewed for
an additional six months. As consideration for providing the standby bank letter
of credit, the Company issued to Hansen Inc. a common stock purchase warrant to
purchase 1,000,000 shares of the Company's common stock, exercisable $0.10 per
share (a 15% discount to the then market price) for a period of three years. The
fair value of this common stock purchase warrant, calculated pursuant to the
Black-Scholes option pricing model, was determined to be $52,000, which was
charged to operations over the twelve month period beginning July 2003 and
ending June 2004. Accordingly, $26,000 was charged to operations as finance
costs for the nine months ended September 30, 2004.
<PAGE>

Effective March 23, 2004, the Company entered into a Reimbursement Agreement
with Douglas J. Wood, Daniel S. Wood and James Liken (the Secured Party) to have
them secure a new $1,000,000 line of credit to be used for manufacturing
purposes. The security provided was a Letter of Credit from Citicorp North
America Inc. The Company's bankers, HSBC Bank Canada, provided the Company this
new line of credit on April 29, 2004 based on the security provided. As of
September 30, 2004 this line was drawn down in the amount of $969,703. The term
was for a period of 1 year from the date of the agreement. As consideration for
the security provided the Company agreed to pay the Secured Party 1.25% per
month of the maximum amount outstanding in the month, payable 50% in US$ and 50%
in common shares of the Company, issued at a 10% discount to market based on the
seven day average price prior to each quarter end. The Company has accrued this
consideration to September 30, 2004. Additionally the Company agreed to issue
666,667 warrants to purchase common stock of the Company at US$0.15 per warrant.
The Company also granted the Secured Party a security interest in all the
Company's inventory.

As at September 30, 2004 the Company has $2,294,734 owing on short term notes.
These amounts are repayable on demand and bear interest at varying rates. The
Company has agreed with one lender to convert $1,000,000 of this debt to capital
stock of the Company. This transaction had not been completed as of the date of
this report, it is expected to complete in the fourth quarter of 2004.

One convertible loan was outstanding as at September 30, 2004, an amount due to
The Shaar fund of $635,250. Effective August 4, 2000, amended by agreement dated
October 29, 2002 the Company entered into a securities purchase agreement with
The Shaar Fund Ltd., relating to the sale of $1,000,000 in principal amount of
8% Convertible Debenture due November 2, 2007 and warrants to purchase up to
100,000 shares of Common Stock. Interest of 8% accrues on this debenture from
September 12, 2000 and is payable quarterly commencing September 30, 2000. The
exercise price of the warrants is $6.25 and they expire on September 12, 2005.
The amending agreement also added interest accrued as at the amendment date of
$166,000 to principal. As at September 30, 2004 the principal amount outstanding
is $726,000 which is offset by unamortized debt discount of $79,266 and
unamortized finance costs of $11,484, giving a net balance of $635,250. This
amount is due to be repaid at $20,000 plus accrued interest per month. Interest
has been accrued on this loan to September 30, 2004. $160,000 of the loan
balance was converted and interest payments of $16,773 were made in the nine
months ended September 30, 2004.

In January 2001, the Company entered into two separate promissory notes with
creditors of ProShot. The first note was for $1,274,757 for fees owed to
ProShot's attorneys. The note matured on January 26, 2004 with an interest rate
of 6% per annum, which accrues from October 1, 1998. The second note was for
$295,000, which matured on December 11, 2001 with an interest rate of 12% per
annum. A judgement against the Company was received in the total amount of
$347,470 including accrued interest which was recorded by the Company. The
Company negotiated an out of court settlement of this amount on the basis of the
issuance of shares for full settlement of the debt and has recorded a
corresponding gain on extinguishment of debt. These shares were issued in July
2004. The remaining promissory note of $1,274,757 is recorded on the balance
sheet as "Liabilities related to discontinued operations - Promissory Note
Payable".

5. Liabilities Related to Discontinued Operations

During the three months ended December 31, 2002, the Company's wholly-owned
subsidiary, Inforetech Golf Technology 2000 Inc., ceased operations and filed a
petition for relief under Chapter 7 of the United States Bankruptcy Code on
December 19, 2002, which was subsequently granted. The Company has recorded
accounts payable and accrued liabilities of $1,139,586 with respect to this
discontinued operation, which are included in liabilities related to
discontinued operations in the accompanying condensed consolidated balance
sheet.

The Company acquired 100% of the equity of ProShot Golf Inc. ("ProShot") on
January 12, 2001. ProShot was a California-based company involved in the
manufacture, marketing, leasing and installation of an integrated GPS system
that was installed directly on golf courses and provided golfers with yardage
readings and potential shot options from any location on a golf course. During
the three months ended December 31, 2001, ProShot ceased operations and filed a
petition for relief under Chapter 7 of the United States Bankruptcy Code on May
31, 2002, which was subsequently granted.
<PAGE>

In conjunction with the ProShot transaction, the Company has recorded loans
payable to related parties of $258,000, promissory notes payable of $1,274,757
and accounts payable and accrued liabilities of $1,054,250. All such liabilities
are included in liabilities related to discontinued operations in the
accompanying condensed consolidated balance sheet. In accordance with GAAP the
amounts are recorded on the books until the relevant statutes of limitations
expire, at which point they will be written off.

6. Legal Proceedings

At September 30, 2004, the Company was involved in the following legal
proceedings:

(a) The Company had been threatened by potential litigation from its previous
auditors, Ernst & Young LLP, for an amount of approximately $100,000. A
settlement has been reached with them with the agreement that further
negotiations will take place before any action is taken on this balance.

(b) The Company's wholly-owned subsidiary, IGT, is a defendant in a number of
lawsuits principally arising from vendor debt, which in the aggregate are not
material or for which a provision has been recorded. Both IGT and ProShot have
filed Chapter 7 petitions under the United States Bankruptcy Code.

(c) The MWW Group obtained a judgement against the Company in Washington State
and had the judgement registered in British Columbia. The amount owing by the
Company was approximately $100,000 plus interest. The Company reached an out of
court settlement on the basis of part payment and shares for debt, for which
shares were issued in July 2004. At September 30 part payments of $15,000,
payable at $5,000 per month to December 2004, were still outstanding. An accrual
has been made by the Company for this amount. If the Company does not make these
payments in accordance with the settlement agreement further legal action could
be pursued by the MWW Group.
<PAGE>

7. Capital Stock Transactions

On January 9, 2004, the Company issued 53,000 shares of common stock valued at
market value of $7,685 for services rendered.

On January 22, 2004, the Company issued 100,000 shares of common stock valued at
market value of $15,900 for services rendered.

On January 22, 2004, the Company issued 1,000,000 shares of common stock valued
at market value of $160,000 to Blue & Gold Capital in settlement of debt.

On March 2, 2004 the Company issued 100,000 shares of common stock valued at
market value of $13,000 as a signing bonus

On March 2, 2004 the Company issued 518,333 shares of common stock valued at
market value of $67,383 to various consultants for services rendered.

On March 2, 2004 the Company issued 250,000 shares of common stock to Atechs
corporation valued at market value of $31,250 in settlement of debt.

On March 2, 2004, the Company issued 23,518 shares of common stock valued at
$2,940 as payment of interest on a short term loan.

On April 15, 2004, the Company issued 20,000 shares of common stock valued at
market value of $2,400 for services rendered

On May 10, 2004 the Company issued 6,336,883 shares of common stock to Proshot
Investors LLC and various other parties valued at market value of $570,320 in
settlement of debt guarantee liabilities of $1,118,000. 1,873,651 of these
shares are held in escrow and may be used to satisfy a further recorded
liability of the Company no later than January 2010.

On May 15, 2004, the Company issued 2,671,428 shares of common stock valued at
market value of $213,715 to Blue & Gold Capital in settlement of debt and as
payment for services rendered.

On June 7, 2004 the Company issued 60,590 shares of common stock to La Jolla
Cove Investors valued at market value of $4,847 in full settlement of the debt
outstanding.

On June 29, 2004, the Company issued 3,500,000 shares of common stock to several
parties valued at market value of $280,000 as payment for the acquisition of
certain international patents.

On July 6, 2004 the Company issued 1,750,000 shares of common stock to Mr. Ross
McKenzie valued at market value of $157,500 in full settlement of a promissory
note outstanding.

On July 12, 2004, the Company issued 350,000 shares of common stock valued at
market value of $28,000 for services rendered

On July 26, 2004 the Company issued 2,991,088 shares of common stock valued at
$269,198 to the Shaar fund. Fund Ltd. for principal and accrued interest of
$160,000 and $16,773 respectively, with respect to a $1,000,000 8% convertible
debenture due November 2, 2007.

On July 22, 2004 the Company issued 473,222 shares of common stock to the MWW
Group valued at market value of $42,590 in partial settlement of a debt
outstanding and has recorded a corresponding gain on extinguishment of debt.

<PAGE>

On August 30, 2004 the Company issued 500,000 shares of common stock valued at
$40,000 to Augustine Funds, L.P. for principal of $11,230, with respect to a
$1,000,000 8% convertible debenture due August 4, 2005.

On August 30, 2004, the Company issued 400,000 shares of common stock valued at
market value of $32,000 for services rendered.

On August 30, 2004 the Company issued 1,450,000 shares of common stock valued at
market value of $116,000 as signing bonuses.

On August 30, 2004 the Company issued 2,857,143 shares of common stock for cash
purchase of $200,000.

On August 30, 2004, the Company issued 1,428,571 shares of common stock valued
at market value of $112,857 for financing services rendered.

On August 3, 2004, the Company issued 250,000 shares of Series A 5% Convertible
Preferred Stock and 880,282 common stock purchase warrants pursuant to a
Securities Purchase Agreement for $250,000. The Company recognized a deemed
dividend of $120,423 for the beneficial conversion and the value of the warrants
and recorded the amount as dividend expense.

All of the above securities were issued pursuant to an exemption from the
registration requirements of the Securities Act 1933, as amended, pursuant to
Section 4(2) thereof.

8. Subsequent Events

On November 5, 2004, the Company signed a Letter of Intent ("LOI") with Optimal
Golf Solutions, Inc. ("Optimal") and it's shareholders to acquire 100% of the
outstanding common shares of Optimal. Optimal is the owner of certain patents in
the golf GPS area in Canada and the USA. Although the LOI has been signed there
is no assurance that the transaction will complete as contemplated.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

This Quarterly Report on Form 10-QSB for the quarterly period ended September
30, 2004 contains "forward-looking" statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, including statements that include the
words "believes", "expects", "anticipates", or similar expressions. These
forward-looking statements include, among others, statements concerning the
Company's expectations regarding its working capital requirements, financing
requirements, its business, growth prospects, competition and results of
operations, and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. The forward-looking statements in this
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2004 involve known and unknown risks, uncertainties and other factors that could
cause the actual results, performance or achievements of the Company to differ
materially from those expressed in or implied by the forward-looking statements
contained herein.

Overview:

The Company is involved in the development and marketing of golf course
management technology using Global Positioning Satellite (GPS) and Wi-Fi
wireless business solutions . The Company's management information system
enables golf course owners and managers to run their business more efficiently
with pace-of-play monitoring, data consolidation and reporting capabilities,
generate more revenue with advertising, tournament and point-of-purchase
applications, and to retain more customers with customer relationship management
programs. The Company has developed both a hand-held and cart-mounted products
using Global Positioning Satellite ("GPS") technology. These units help attract
and retain customers by delivering a better golf experience with precise
distance measurement, detailed colour course maps, media streaming of real-time
sports scores and news headlines, food and beverage ordering, electronic
scoring, tournament play and emergency communication with the clubhouse. At
September 30, 2004 and December 31, 2003, substantially all of the Company's
assets and operations were located in Canada. Sales offices are located in
Florida, USA and England.

The Company applies GPS, radio frequency and a sophisticated integrated network
of wireless technology to information systems for the golf and recreational
industries. The Company's portable product, the "Inforemer", is the first
patented communications network that utilizes advanced internet protocols to
provide a wireless information system to enhance recreational value, increase
golf course profits and improve player safety. The Company's objective is to
obtain a leadership position as an international supplier of GPS golf wireless
products and become the leader in hand-held portable recreational devices
("PRDs") for applications worldwide.

The Company recorded sales revenue for the first time in the nine months ended
September 30, 2004. The Company recognizes revenue only when persuasive evidence
of an arrangement exists, delivery has occurred, the sales price is fixed or
determinable, and collectibility is probable. When other significant obligations
remain after products are delivered, revenue is recognized only after such
obligations are fulfilled. Cost of Goods Sold represents the cost of physical
equipment products delivered to the customer and installed on the customer's
site. The cost of installing the equipment on the customer's site, such as
labour and travel and accommodation expenses, are recorded as Installation
Costs. The cost of developing software installed in the equipment on the
customer's site is recorded as an operating expense in the category
"Engineering, Research and Development", all such costs are expensed as they are
incurred.

During the three months ended December 31, 2002, the Company's wholly-owned
subsidiary, Inforetech Golf Technology 2000 Inc., ceased operations and filed a
petition for relief under Chapter 7 of the United States Bankruptcy Code on
December 19, 2002, which was subsequently granted.

The Company acquired 100% of the equity of ProShot Golf Inc. ("ProShot") on
January 12, 2001. ProShot was a California-based company involved in the
manufacture, marketing, leasing and installation of an integrated GPS system
that was installed directly on golf courses and provided golfers with yardage
readings and potential shot options from any location on a golf course. During
the three months ended December 31, 2001, ProShot ceased operations and filed a
petition for relief under Chapter 7 of the United States Bankruptcy Code on May
31, 2002, which was subsequently granted.

As a result of these Chapter 7 bankruptcy filings, the liabilities of such
discontinued subsidiaries have been classified as liabilities of discontinued
operations in the accompanying financial statements. The Company has reached an
out of court settlement on the basis of shares for debt, for which shares have
been issued in July 2004, which will write off a $295,000 promissory note
liability included in these liabilities.
<PAGE>

Going Concern:

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the consolidated
financial statements do not purport to represent the realizable or settlement
values. The Company has incurred significant losses and had a working capital
deficit at September 30, 2004 and December 31, 2003. The commercialization of
the Company's technology is dependent on the Company's ability to successfully
finance its cash requirements through a combination of equity financings, sale
of it's GPS systems and payments from potential strategic partners. The
Company's independent certified public accountants, in their independent
auditors' report on the consolidated financial statements as of and for the year
ended December 31, 2003, have expressed substantial doubt about the Company's
ability to continue as a going concern.

The Company is attempting to restructure its debt obligations and raise new
capital. To the extent that the Company is unable to successfully restructure
its debt obligations and/or obtain the capital necessary to fund its future cash
requirements on a timely basis and under acceptable terms and conditions, the
Company will not have sufficient cash resources to maintain operations, and may
consider a formal or informal restructuring or reorganization.

Critical Accounting Policies:

The Company prepared the consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Management periodically evaluates the estimates and judgments made.
Management bases its estimates and judgments on historical experience and on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates as a result of different
assumptions or conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the preparation of the Company's consolidated financial
statements.

Revenue recognition

The Company recognizes revenue only when persuasive evidence of an arrangement
exists, delivery has occurred, the sales price is fixed or determinable, and
collectibility is probable. When other significant obligations remain after
products are delivered, revenue is recognized only after such obligations are
fulfilled. Cost of Goods Sold represents the cost of physical equipment products
delivered to the customer and installed on the customer's site. The cost of
installing the equipment on the customer's site, such as labour and travel and
accommodation expenses, are recorded as Installation Costs. The cost of
developing the equipment and the software installed in the equipment on the
customer's site is recorded as an operating expense in the category
"Engineering, Research and Development", all such costs are expensed as they are
incurred.

Impairment of Long-Lived Assets:

The Company's long-lived assets consist of property and equipment. In assessing
the impairment of property and equipment, the Company makes assumptions
regarding the estimated future cash flows and other factors to determine the
fair value of the respective assets. The Company did not record any impairment
charges at September 30, 2004. However, if these estimates or the related
assumptions change in the future, the Company may be required to record
impairment charges for these assets at such time.

Income Taxes:

The Company records a valuation allowance to reduce its deferred tax assets
arising from net operating loss carryforwards to the amount that is more likely
than not to be realized. In the event the Company was to determine that it would
be able to realize its deferred tax assets in the future in excess of its
recorded amount, an adjustment to the deferred tax assets would be credited to
operations in the period such determination was made. Likewise, should the
Company determine that it would not be able to realize all or part of its
deferred tax assets in the future, an adjustment to the deferred tax assets
would be charged to operations in the period such determination was made.

<PAGE>

Results of Operations:

Nine months ended September 30, 2004 and 2003

Revenue - The Company recorded sales revenue for the first time in the nine
months ended September 30, 2004. Total revenue amounted to $1,723,018 and is
comprised of sales of the Company's Inforemer product and related service
contract fees, together with fees payable by certain of its distributors for
distributorship partnership fees and purchase of promotional materials from the
Company. The total revenue from Inforemer products and service contract fees
amounted to $ 1,602,018.

Cost of Goods Sold - Cost of Goods Sold represents the cost of Inforemer
products and related equipment delivered to the customer and installed on the
customer's site. Cost of Goods Sold for the nine months ended September 30, 2004
was $1,572,581 of which $1,317,596 represents costs of goods sold and $254,985
represents installation costs.

Selling and Marketing Expenses - Selling and marketing expenses were $1,155,942
for the nine months ended September 30, 2004, as compared to $60,014 for the
nine months ended September 30, 2003. The increase was attributable to increased
sales and marketing personnel, sales commissions, creation of marketing and
promotional materials, attendance at trade shows, travel, accommodation,
advertising and various promotional costs to introduce the Inforemer product to
the marketplace.

General and Administrative Expenses - General and administrative expenses were
$1,628,449 for the nine months ended September 30, 2004, as compared to
$1,777,897 for the nine months ended September 30, 2003. This decrease was
attributable to an decrease in personnel, professional fees and consulting fees,
and travel and accommodation costs, combined with a reduction in stock based
compensation compared to 2003.

Engineering, Research and Development Expenses - Engineering, research and
development expenses increased to $886,510 for the nine months ended September
30, 2004 from $ -0- for the nine months ended September 30, 2003. This increase
was attributable to the engineering and development cost of developing the
Inforemer product to the stage of creating sales of the product. These costs
comprised personnel costs, consultants, computer software development costs,
travel and accommodation and service costs.

Depreciation and Amortization - Depreciation and amortization increased by
$2,350 or 4% to $63,745 in 2004, as compared to $61,395 in 2003. The Company
acquired the rights to certain international GPS patents in the nine months
ended September 30, 2004. These patents are being amortized over an 8 year
period.

Loss from Operations - The loss from operations was $3,584,209 for the nine
months ended September 30, 2004, as compared to a loss from operations of
$1,899,306 for the nine months ended September 30, 2003. The increase was due to
substantially higher sales and marketing expenses and R&D expenses incurred in
the period.

Interest Expense - Interest expense increased by $39,518 or 13% to $336,389 in
2004, as compared to $296,871 in 2003, as a result of a increase of
interest-bearing debt and drawdowns on bank operating lines of credit.

Finance Costs - Finance costs relate to warrants issued in conjunction with the
Company's debt financings and fees paid to third parties who assist in raising
capital for the Company. Prior to 2003, the Company issued warrants in
conjunction with the sale of convertible debentures. The value of these warrants
is recorded as a discount on the convertible debentures and is being amortized
over the term of the respective convertible debenture. The Company issued
warrants in 2003 related to its $1,425,000 bank line of credit. The value of
these warrants was recorded as deferred financing costs and was amortized over
the initial one-year term of the bank line of credit. Finance costs increased to
$224,129 in 2004 as compared to $63,331 in 2003.

Gain on Extinguishment of Debt - Gain on extinguishment of debt increased to
$1,741,756 in the nine months ended September 30, 2004 from $ -0- for the nine
months ended September 30, 2003. This gain was comprised of a gain of $1,185,000
relating to the write off of a debt of the company, $547,680 relating to the
write off of debt guarantees of discontinued operations and gains amounting to
$9,076 arising from the issuance of stock in settlement of debt.

Net Loss - Net loss, after a Deemed Preferred Stock Dividend of $120,423, was
$2,578,193 for the nine months ended September 30, 2004, as compared to a net
loss of $2,259,508 for the nine months ended September 30, 2003. This increase
is a reflection of the increased expenses incurred in bringing the Inforemer
product to market and setting up a sales and distribution organization, which
have partially but not entirely been offset by the gain on extinguishment of
debt and net sales revenue for the period.

<PAGE>

Liquidity and Capital Resources - September 30, 2004:

The Company is continuing its efforts to raise new capital during the remainder
of 2004.

The Company's limited cash and working capital resources, and the uncertainty
with respect to the Company's ability to fund its operations, have raised
substantial doubt about the Company's ability to continue as a going concern
(see "Going Concern" above). The Company will require a substantial input of
capital, either through debt or equity capital or a combination thereof, to
continue operations. To the extent of the inability of the Company to raise such
capital the Company may have to cease or curtail operations or seek protection
from it's creditors under the bankruptcy laws.

Operating Activities - The Company's operations utilized cash of $3,345,736
during the nine months ended September 30, 2004, as compared to $1,405,225
during the nine months ended September 30, 2003. The increase in cash utilized
in operations in 2004 as compared to 2003 was primarily a result of an increase
in inventories and accounts receivable, together with expenses incurred in
developing the Inforemer to a marketable product and introducing the product to
the market.

At September 30, 2004, cash increased by $18,070 to $21,437, as compared to
$3,367 at December 31, 2003.

The Company had a working capital deficit of $10,151,908 at September 30, 2004,
as compared to a working capital deficit of $10,082,967 at December 31, 2003. At
September 30, 2004 and December 31, 2003, a substantial portion of the Company's
current liabilities consist of loans in default and liabilities with respect to
discontinued operations.

Investing Activities - Net cash used in investing activities was $141,097 and
$20,659 for the nine months ended September 30, 2004 and 2003, respectively,
consisting of the purchase of property and equipment.

Financing Activities - Net cash provided by financing activities was $ 3,504,903
for the nine months ended September 30, 2004, as compared to $1,359,032 for the
nine months ended September 30, 2003. During the nine months ended September 30,
2004, the Company made payments on loans of $18,694 and loans from related
parties of $9,869. During the nine months ended September 30, 2004, the Company
received proceeds from borrowing on convertible loans of $20,036 and proceeds
from bank borrowings and short term loans of $3,063,430. During the nine months
ended September 30, 2004 the Company issued common stock for cash consideration
of $200,000 and convertible preferred stock for cash consideration of $250,000.

Effective June 27, 2003, the Company obtained a bank line of credit for
$1,425,000 to fund its operations. As of September 30, 2004, the Company had
borrowed $1,489,807 under this line of credit. The line of credit bears interest
at prime plus 0.5%, is repayable in full on demand and is secured by a one year
standby bank letter of credit for $1,500,000 that was provided by a third party,
Hansen Inc. This standby letter of credit from Hansen Inc. has been renewed for
an additional six months. As consideration for the standby bank letter of
credit, the Company issued to Hansen Inc. a common stock purchase warrant to
purchase 1,000,000 shares of the Company's common stock, exercisable $0.10 per
share, a 15% discount to the then market price, for a period of three years. The
fair value of this common stock purchase warrant, calculated pursuant to the
Black-Scholes option pricing model, was determined to be $52,000, which was
charged to operations over the twelve month period beginning July 2003 and
ending June 2004. Accordingly, $26,000 was charged to operations as finance
costs for the nine months ended September 30, 2004.

Effective March 23, 2004, the Company entered into a Reimbursement Agreement
with Douglas J. Wood, Daniel S. Wood and James Liken (the Secured Party) to have
them secure a new $1,000,000 line of credit to be used for manufacturing
purposes. The security provided was a Letter of Credit from Citicorp North
America Inc. The Company's bankers HSBC Bank Canada provided the Company this
new line of credit on April 29, 2004 based on the security provided. As of
September 30, 2004 this line was drawn down in the amount of $969,703. The term
was for a period of 1 year from the date of the agreement. As consideration for
the security provided the Company agreed to pay the Secured Party 1.25% per
month of the maximum amount outstanding in the month, payable 50% in US$ and 50%
in common shares of the Company, issued at a 10% discount to market based on the
seven day average price prior to each quarter end. Additionally, the Company
agreed to issue 666,667 warrants to purchase common stock of the Company at
US$0.15 per warrant. The Company also granted the Secured Party a security
interest in all the Company's inventory.
<PAGE>

In February 2001, the Company received a $1,185,000 loan bearing interest at
LIBOR plus 1% which was collateralized by certain securities. The lender cannot
be located at the date of this report and the Company believes this collateral
has been realized. As a result the Company has written off this loan liability.
In the nine months ended September 30, 2004 this write off amounted to
$1,185,000. This amount has been recorded in the Consolidated Statement of
Operations as a gain on extinguishment of debt.

On May 10, 2004 the Company agreed to issue 6,336,883 shares of common stock to
Proshot Investors LLC and various other parties valued at market value of
$570,320 in settlement of debt guarantee liabilities of $1,118,000. 1,873,651 of
these shares are held in escrow and may be used to satisfy a further recorded
liability of the Company no later than January 2010. These shares were all
issued in July 2004.

Off Balance Sheet Arrangements.

The Company had no Off Balance Sheet arrangements for the nine months ended
September 30, 2004, or for the nine months ended September 30, 2003

Recent Accounting Pronouncements:

Management does not believe that recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying consolidated financial statements.

Subsequent Events

On November 5, 2004, the Company signed a Letter of Intent (LOI) with Optimal
Golf Solutions, Inc. (Optimal) and it's shareholders to acquire 100% of the
outstanding common shares of Optimal. Optimal is the owner of certain patents in
the golf GPS area in Canada and the USA. Although the LOI has been signed there
is no assurance that the transaction will complete as contemplated.

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated to management, including its principal executive and financial
officers, as appropriate, to allow timely decisions regarding required
disclosure.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's principal
executive and financial officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of the end of
the period covered by this report. Based upon and as of the date of that
evaluation, the Company's principal executive and financial officer concluded
that the Company's disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports the Company files and
submits under the Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.

(b) Changes in Internal Controls

There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The MWW Group obtained a judgement against the Company in Washington State and
had the judgement registered in British Columbia. The amount owing by the
Company was approximately $100,000 plus interest. The Company reached an out of
court settlement on the basis of part payment and shares for debt, for which
shares were issued in July 2004. At September 30, part payments of $15,000,
payable at $5,000 per month to December 2004, were still outstanding. An accrual
has been made by the Company for this amount. If the Company does not make these
payments in accordance with the settlement agreement further legal action could
be pursued by the MWW Group.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the nine months ended September 30, 2004 the Company issued a total of
26,833,776 shares of common stock, valued at a market value of $2,369,113. Of
these, 4,662,761 shares were issued for services rendered valued at a market
value of $426,183; 11,084,981 shares were issued in settlement of debt valued at
a market value of $1,056,507; 3,500,000 shares were issued to acquire patent
rights valued at a market value of $280,000; 307,331 shares were issued to pay
interest of $19,713; 2,707,275 shares were issued in payment of convertible debt
valued at a market value of $252,425; 1,714,285 shares were issued to pay
financing costs valued at a market value of $134,286 and 2,857,143 shares were
issued for cash consideration of $200,000.

On August 3, 2004, the Company issued 250,000 shares of Series A 5% Convertible
Preferred Stock and 880,282 common stock purchase warrants pursuant to a
Securities Purchase Agreement for cash consideration of $250,000. The Company
recognized a deemed dividend of $120,423 for the beneficial conversion and the
value of the warrants and recorded the amount as dividend expense.

All such securities were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, under Section 4 (2) and
regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

A list of exhibits required to be filed as part of this report is set forth in
the Index to Exhibits, which immediately precedes such exhibits, and is
incorporated herein by reference.



<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       GPS INDUSTRIES, INC.
                                          (Registrant)


                                       /s/ ROBERT C. SILZER, SR.
Date:  November 15, 2004          By:  ___________________________
                                       Robert C. Silzer, Sr.
                                       Chief Executive Officer
                                       (Duly Authorized Officer)



                                       /s/ GEORGE DORIN
Date:  November 15, 2004          By:  ___________________________
                                       George Dorin
                                       Chief Financial Officer
                                       (Duly Authorized Officer)


<PAGE>

                               Index to Exhibits

Exhibit Number                      Title

31.1              Certification of Chief Executive Officer pursuant
                    to Section 302 of the Sarbanes Oxley Act of 2002

31.2              Certification of Chief Financial Officer pursuant
                   to Section 302 of the Sarbanes Oxley Act of 2002

32.1              Certification of Chief Executive Officer pursuant
                   to Section 906 of the Sarbanes Oxley Act of 2002

32.2              Certification of Chief Financial Officer pursuant
                   to Section 906 of the Sarbanes Oxley Act of 2002