UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ________________________________

                                   FORM 10-QSB

(MARK ONE)

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

FOR THE QUARTERLY PERIOD ENDED September 30, 2007

OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER: 000-30104
                            ------------------------

                              GPS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


               Nevada                                     88-0350120
  (State or other jurisdiction of              (IRS Employer Identification No.)
incorporation organization)

                  5500 152nd Street, Suite 214
                      Surrey, B.C. Canada                           V3S 5J9
            (Address of principal executive offices)              (Zip Code)

                                 (604) 576-7442
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_].

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. On November 16, 2007, there
were 401,903.369 shares of common stock issued and outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

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

                                   ___________

<PAGE>

                              GPS INDUSTRIES, INC.
                     For the period ended September 30, 2007
                                   FORM 10-QSB


                                                                       PAGE NO.
                          PART I. FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements (unaudited):

          Consolidated Balance Sheet at September 30, 2007...................3

          Consolidated Statements of Operations for the nine months
            ended September 30, 2007 and 2006................................4

          Consolidated Statements of Operations for the three months
            ended September 30, 2007 and 2006................................5

          Consolidated Statements of Cash Flows for the nine months
            ended September 30, 2007 and 2006................................6

          Notes to Consolidated Financial Statements.........................7

Item 2.   Management's Discussion and Analysis or Plan of Operation.........16

Item 3.   Controls and Procedures...........................................29

                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.................................................29

Item 2.   Unregistered Sales of Equity and Use of Proceeds..................30

Item 6.   Exhibits..........................................................30

SIGNATURES

<PAGE>

PART I

ITEM 1.  Consolidated Financial Statements (unaudited):


                                            GPS INDUSTRIES INC. AND SUBSIDIARIES

                                                      CONSOLIDATED BALANCE SHEET


                                                              September 30, 2007
                                                                     (Unaudited)

--------------------------------------------------------------------------------
Assets

Current

     Cash                                                        $        6,463
     Accounts receivable                                              1,898,709
     Subscription receivable - Preferred "B" Shares                   4,000,000
     Inventories                                                      3,631,559
     Prepaid expenses and other current assets                          392,881
                                                                 ---------------
          Total current assets                                        9,929,612

Long-term accounts receivable                                            85,959

Property and equipment, net                                             255,561

Patents                                                               1,116,506

Deferred production costs                                               459,245

Deferred implementation costs                                           209,286

Deferred Acquisition Costs                                            1,889,960
                                                                 ---------------
                                                                 $   13,946,129
                                                                 ===============

Liabilities and Stockholders' Deficit

Current liabilities

     Bank indebtedness                                           $    1,196,158
     Deferred Revenue                                                   840,036
     Short term loans                                                 1,400,000
     Short term loan from related party                               1,572,165
     Accounts payable and accrued liabilities                         7,958,078
     Promissory notes - related parties                                  12,297
                                                                 ---------------
                                                                     12,978,734

     Liabilities related to discontinued operations
     (Chapter 7 proceedings filed in 2002)
     Promissory note payable                                          1,274,757
     Accounts payable and accrued liabilities                           437,521
     Loans payable to related parties                                   258,000
     Capital lease obligations ( in default)                             29,467
                                                                 ---------------
                                                                      1,999,745
                                                                 ---------------
          Total current liabilities                                  14,978,479
                                                                 ---------------

Stockholders' deficit
     5% Convertible Series A Preferred Shares,
      $.001 par value, 15,000,000 authorized,
      Issued and outstanding - None                                           -
     Series B Convertible Preferred Shares,
      $10 par value, 4,000,000 authorized,
      3,124,089 issued and outstanding                               31,240,890
     Class A common stock, $.001 par value,
      1,600,000,000 authorized 399,203,369
      issued and outstanding                                            399,203
     Accumulated other comprehensive income                             722,295
     Subscription Receivable                                        ( 4,000,000)
     Additional paid-in capital                                      69,991,996
     Accumulated deficit                                           ( 99,386,734)
                                                                 ---------------
          Total Stockholder's Deficit                               ( 1,032,350)
                                                                 ---------------
                                                                   $ 13,946,129
                                                                 ===============
--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements
                                       3
<PAGE>

                                            GPS INDUSTRIES INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

--------------------------------------------------------------------------------
         For the Nine Months Ended September 30       2007             2006
                                                   (Unaudited)      (Unaudited)
--------------------------------------------------------------------------------

Revenue                                          $    6,179,489   $   4,276,227

Revenue from related parties                            734,940         295,681

Cost of Goods Sold                                    4,315,414       2,400,167

Installation Costs                                      853,350         508,650

                                                 -------------------------------
Gross Profit                                          1,745,665       1,663,091
                                                 -------------------------------


Operating Expenses

      General and Administrative Expenses             2,398,620       2,716,005
      Depreciation and amortization                     287,196         250,521
      Sales and marketing                             3,279,516       1,720,778
      Operations, Engineering and Research
       & Development                                  2,863,000       2,352,108
                                                 -------------------------------
                                                      8,828,332       7,039,412
                                                 -------------------------------

Loss Before Other Income (Expense)                  ( 7,082,667)    ( 5,376,321)
                                                 -------------------------------

Other Income (Expense)

      Finance costs                                    ( 78,654)      ( 162,019)
      Interest expense                                ( 443,263)    ( 3,342,170)
      Derivative liabilities - Decrease in
       fair value                                             -       2,768,683
      Loss on foreign exchange                        ( 415,775)      ( 132,767)
      (Loss)/Gain on extinguishment of debt            ( 31,331)        403,820
                                                 -------------------------------
                                                      ( 969,023)      ( 464,453)
                                                 -------------------------------

Net Loss Before Deemed Preferred Stock
 Dividend                                        $  ( 8,051,690)  $ ( 5,840,774)

      Deemed Preferred Stock Dividend              ( 12,500,000)             -
                                                 -------------------------------
Net Loss                                         $ ( 20,551,690)  $ ( 5,840,774)
                                                 -------------------------------

Loss per common share - basic and diluted        $       ( 0.05)  $      ( 0.02)
                                                 -------------------------------


Weighted average number of common shares
 outstanding - basic and diluted                    380,861,837     297,479,180

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

          See accompanying notes to consolidated financial statements
                                       4
<PAGE>

                                            GPS INDUSTRIES INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

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

         For the Three Months Ended September 30      2007              2006
                                                   (Unaudited)      (Unaudited)
--------------------------------------------------------------------------------

Revenue                                          $     465,645    $   2,116,188

Revenue from related parties                           523,242                -

Cost of Goods Sold                                     611,439        1,052,871

Installation Costs                                     264,058          258,783

                                                 -------------------------------
Gross Profit                                           113,390          804,534
                                                 -------------------------------


Operating Expenses

      General and Administrative Expenses              859,591        1,085,516
      Depreciation and amortization                    103,473           83,853
      Sales and marketing                              871,866          544,069
      Operations, Engineering and Research
       and Development                              1,353,079          998,053
                                                 -------------------------------
                                                    3,188,009        2,711,491
                                                 -------------------------------
Loss Before Other Income (Expense)                 ( 3,074,619)     ( 1,906,957)
                                                 -------------------------------
Other Income (Expense)

      Finance costs                                   ( 28,509)        ( 54,009)
      Interest expense                               ( 128,974)     ( 1,281,841)
      Derivative Liabilities - Decrease in
       fair value                                            -        ( 440,984)
      (Loss)/ gain on foreign exchange               ( 426,688)          34,440
      Gain on extinguishment of debt                   127,656          164,966
                                                 -------------------------------
                                                     ( 456,515)     ( 1,577,428)
                                                 -------------------------------
Net Loss                                         $ ( 3,531,134)   $ ( 3,484,385)
                                                 -------------------------------

Loss per common share - basic and diluted
                                                 $      ( 0.01)   $      ( 0.01)
                                                 -------------------------------

Weighted average number of common shares
      outstanding - basic and diluted              395,532,349      305,233,628
--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements

                                       5
<PAGE>

<TABLE>
<CAPTION>

                                                GPS INDUSTRIES INC. AND SUBSIDIARIES

                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------------
               For the Nine Months Ended September 30          2007          2006
                                                           (Unaudited)   (Unaudited)
------------------------------------------------------------------------------------

Cash Flow From Operating Activities

<S>                                                      <C>           <C>
     Net loss from operations                            $( 8,051,690) $( 5,840,774)

     Adjustments to reconcile net loss to net cash
      used in operating activities:
          Depreciation and amortization                       287,196       250,521
          Amortization of deferred compensation               168,948       168,948
          Loss on extinguishment of debt                      376,610        91,078
          Expenses paid by issuance of stock                  127,725       199,530
          Expenses paid by issuance of stock options           64,631        20,106
          Finance charges charged to equity                         -        32,900
          Interest converted to stock                          42,791       180,050
          Decrease in fair value of derivative
           liabilities                                              -   ( 2,768,683)
          Amorization of debt discount                              -     1,726,878
          Amortization of finance costs                         5,022       184,666

     Changes in operating assets and liabilities:
          Inventories                                     ( 2,158,014)     ( 16,869)
          Accounts receivable                               ( 785,257)    ( 306,881)
          Accounts receivable - Preferred "B" Shares        1,000,000             -
          Long-term accounts receivable                       187,784        11,329
          Prepaid expenses and deposits                       ( 4,725)    ( 395,024)
          Deferred implementation costs                      ( 92,939)     ( 87,983)
          Deferred production costs                         ( 459,245)            -
          Accounts payable and accrued liabilities          2,531,747     1,926,565
          Discontinued operations - accounts payable
           and accrued liabilities                          ( 308,970)    ( 494,900)
          Deferred Revenue                                    412,662       197,741
                                                         ---------------------------
Net Cash Used In Operating Activities                     ( 6,655,724)  ( 4,920,802)
                                                         ---------------------------
Cash Flow From Investing Activities
          Purchase of property and equipment                ( 239,806)     ( 80,545)
          Investment in Optimal Golf Solutions Inc.         ( 806,652)    ( 334,000)
          Investments in Subsidiaries - Deferred
           acquisition costs                                ( 884,960)            -
          Investment in Patents                              ( 44,570)            -
                                                         ---------------------------
Net Cash Flow Used In Investing Activities                ( 1,975,988)    ( 414,545)
                                                         ---------------------------
Cash Flow From Financing Activities

          Preferred Stock issued for cash (Net of costs)   11,168,626             -
          Preferred Stock issued for debt                   1,000,000             -
          Subscription receivable - Preferred Stock       ( 4,000,000)            -
          Proceeds (payments) - loans and bank
           indebtedness                                   ( 1,189,611)      925,330
          Proceeds / (repayments) of loans                  ( 537,060)    4,291,656
                                                         ---------------------------
Net Cash Flow Provided By Financing Activities              6,441,955     5,216,986
                                                         ---------------------------


Net Decrease In Cash                                      ( 2,189,757)    ( 118,361)

Cash, Beginning Of Period                                   2,196,220       131,174
                                                         ---------------------------
Cash, End Of Period                                      $      6,463  $     12,813
                                                         ===========================

Supplemental disclosure of cash flow information:
     Cash paid for interest                              $    443,263  $    493,972
                                                         ===========================
     Cash paid for taxes                                 $     21,856  $          -
                                                         ===========================

Non-Cash Investing And Financing Activities

     Common stock issued on conversion of
      convertible notes                                  $          -  $    467,863
                                                         ===========================
     Common stock issued to settle debt                  $    715,000  $    107,241
                                                         ===========================
     Common stock issued in settlement of
      accounts payable                                   $    264,500  $    982,000
                                                         ===========================
     Common stock issued for investments                 $  2,658,329  $          -
                                                         ===========================
     Deemed dividends on issuance of preferred
      stock                                              $ 12,500,000  $          -
                                                         ===========================

------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements

                                       6
<PAGE>

                      GPS Industries, Inc. and Subsidiaries

          Notes to Consolidated Financial Statements Nine months ended
                    September 30, 2007 and 2006 (Unaudited)

1. Organization and Basis of Presentation

Basis of Presentation - The consolidated financial statements include the
operations of GPS Industries, Inc. and its wholly-owned subsidiaries
(collectively, 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, 2007, the results of operations for the three and nine months
ended September 30, 2007 and 2006, and the cash flows for the nine months ended
September 30, 2007 and 2006. The results of operations for the three and nine
months ended September 30, 2007 are not necessarily indicative of the results of
operations to be expected for the full fiscal year ending December 31, 2007.

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
financial statements provide a fair presentation of the periods presented. 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, 2006, as filed with the Securities and Exchange
Commission.


Business - The Company is a golf course management technology company. It owns
the rights to both a hand-held and cart mounted product using Global Positioning
Systems ("GPS") technology that it markets through it's sales offices in the
USA, and through sales distributors in the USA, UK and Europe, Australia, South
Africa and Asia. It's portable product, the "Inforemer", is connected through a
wireless link to golf course management information systems that are marketed as
part of its golf course suite of products. The Inforemer is capable of
exhibiting continuously updated advertising. The Company currently generates
most of its revenues from the sale and installation of its GPS and wireless
products and software tools. To a lesser extent, it also generates revenues from
licensing to third parties certain of the patents that it owns on golf course
technologies. The Company's business plan is to establish a substantial base of
golf course clients (either through the sale of golf course systems or through
acquisitions of other companies) and to thereafter generate recurring revenues
from (i) selling advertising for exhibition on the Informer units used at those
golf courses, and (ii) from other revenue generating golf course programs, such
as the Fire At The Flag(TM) program. At September 30, 2007, substantially all of
the Company's assets and operations were located in Canada.


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 remaining liabilities of
such discontinued subsidiaries have been classified as liabilities of
discontinued operations in the accompanying financial statements. These
liabilities are being written off in accordance with the statute of limitations
in the jurisdiction in which they were incurred.

                                       7
<PAGE>

On November 19, 2004 GPS Industries, Inc. purchased 100% of the common shares of
Optimal Golf Solutions, Inc. ("Optimal"), the financial results (including
Patent License Fee Revenues) of which are consolidated into the financial
statements of the Company.

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, 2007 and December 31, 2006. The
continued commercialization of the Company's technology is dependent on the
Company's ability to successfully finance its working capital requirements
through a combination of debt and equity financings, sales of its GPS systems
and payments from distributors and potential strategic partners. The Company's
independent registered certified public accountants, in their independent
auditors' report on the consolidated financial statements as of and for the year
ended December 31, 2006, have expressed substantial doubt about the Company's
ability to continue as a going concern.

As of September 30, 2007, the Company's largest stockholder is required to
provide the Company with a total of $8,000,000 of additional cash payments
during the current fiscal year as payment for the shares of the Company's Series
B Convertible Preferred Stock that it purchased on May 8, 2007. The Company
received the first required $4,000,000 payment from this investor in October
2007 (see, Note 9, Subsequent Events) and is scheduled to receive the final
$4,000,000 payment by December 31, 2007. However, to the extent that the Company
does not receive the final $4,000,000 payment, or otherwise is unable to 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.


The Company effected two financing transactions in December 2006 and May 2007
with Great White Shark Enterprises, Inc. ("GWSE"), Leisurecorp LLC, and certain
principals of the Company. In December 2006, the Company completed a sale of
$15,740,890 of newly authorized Series B Convertible Preferred Stock (the
"Series B Shares") and warrants to GWSE and Leisurecorp, along with the
concurrent sale of the Series B Shares to Douglas Wood, one of the Company's
directors, in exchange for, and as payment for $3,000,000 of cash loans he had
previously made to it. The $3,000,000 of loans were repaid through the issuance
of 300,000 Series B Shares and warrants to purchase 49,180,328 shares of common
stock to Mr. Wood. Also, on December 29, 2006 Robert C. Silzer, the Company's
Chief Executive Officer, cancelled $750,000 of obligations owed to him in
exchange for 12,295,082 shares of common stock and warrants to purchase
3,073,770 shares of common stock. A portion of the cash proceeds of the
foregoing sales of securities were used to reduce indebtedness, and the balance
is being used for working capital to fund operations.

In May 2007, the Company sold additional shares of Series B Shares. In
connection with the December 2006 purchase of Series B Shares by GWSE and
Leisurecorp, the Company agreed to grant GWSE and Leisurecorp each the right,
exercisable until the end of April 2007, to increase their investment, or make
an additional investment in the Series B Shares and warrants on the same terms
as the securities sold to them on December 29, 2006. GWSE and Leisurecorp timely
exercised the foregoing option in April 2007 to purchase a total of $12,500,000
of additional Series B Shares and warrants, and the closing of the purchase of
the $12,500,000 additional Series B Shares and warrants was consummated on May
8, 2007. Leisurecorp purchased its Series B Shares and warrants by delivering a
$10,000,000 interest-free promissory note (the "Note") that is secured by the
securities sold to Leisurecorp, and GWSE purchased its Series B Shares and
warrants in exchange for cash ($1,500,000) and the cancellation of $1,000,000 of
outstanding indebtedness the Company owed to GWSE. Leisurecorp is required to
repay the Note as follows: $2,000,000 on or before June 30, 2007; $4,000,000 on
or before October 31, 2007; and the remaining $4,000,000 on or before December
31, 2007. The first payment under the Note of $2,000,000 was received by the
Company on July 9, 2007, and the second payment of $4,000,000 was received by
the Company on October 9, 2007. The Company has agreed to use approximately $5.5
million of the future Note payments to repay most of its currently outstanding
indebtedness (other than trade accounts payable and accrued operating
liabilities incurred in the ordinary course of operations).


                                       8
<PAGE>

3. Summary of Significant Accounting Policies

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, associated revenue is
recognized only after such obligations are fulfilled. Cost of Goods Sold
represents the cost of physical equipment delivered to the customer and
installed on the customer's site. The cost of installing the equipment on the
customer's site, such as contract labor, 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 "Operations, Engineering, Research and
Development", all such costs are expensed as they are incurred. Production
expenses incurred prior to the commercial introduction of products are
capitalized as "Deferred Production Costs" and amortized over the useful
economic life of the product.

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.

Derivative Liabilities - The Company accounts for its liquidated damages
pursuant to Emerging Issue Task Force ("EITF") 05-04, View C, "The Effect of a
Liquidated Damages Clause on a Freestanding Financial Instrument", subject to
EITF Issue No. 00-19, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock". Pursuant to EITF 05-04,
View C, liquidated damages payable in cash or stock are accounted for as a
separate derivative, which requires a periodical valuation of its fair value and
a corresponding recognition of liabilities associated with such derivative. The
Company accounts for its embedded conversion features and freestanding warrants
pursuant to SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which requires a periodic valuation of their fair value and a
corresponding recognition of liabilities associated with such derivatives. The
recognition of derivative liabilities related to the issuance of shares of
common stock is applied first to the proceeds of such issuance, at the date of
issuance, and the excess of derivative liabilities over the proceeds is
recognized as other expense in the accompanying consolidated financial
statements. The recognition of derivative liabilities related to the issuance of
convertible debt is applied first to the proceeds of such issuance as a debt
discount, at the date of issuance, and the excess of derivative liabilities over
the proceeds is recognized as other expense in the accompanying consolidated
financial statements. Any subsequent increase or decrease in the fair value of
the derivative liabilities is recognized as other expense or other income,
respectively.

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.

                                       9
<PAGE>

The Company expenses stock options and warrants under the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 123(R), "Share-Based
Payment" (SFAS 123(R)). Stock-based compensation represents the cost related to
stock-based awards granted to employees and others. The Company measures
stock-based compensation cost at grant date, based on the estimated fair value
of the award, and recognizes the cost as expense on a straight-line basis (net
of estimated forfeitures) over the requisite service period. The Company
estimates the fair value of stock options using a Black-Scholes valuation model.
The expense is recorded in the Consolidated Statements of Operations.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility.

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.

Reclassifications - Certain reclassifications of items in the prior period's
financial statements have been made to conform to the current year's
presentation.

Recent Accounting Pronouncements

In September 2006, the FASB issued FASB Statement No. 157. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practices. This Statement is effective for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted provided that the reporting entity has not yet issued
financial statements for that fiscal year. Management is currently evaluating
the impact, if any, that the adoption of FAS 157 will have on its financial
statements.

In December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
"Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2"), which
specifies that the contingent obligation to make future payments or otherwise
transfer consideration under a registration payment arrangement, whether issued
as a separate agreement or included as a provision of a financial instrument or
other agreement, should be separately recognized and measured in accordance with
SFAS No. 5, "Accounting for Contingencies". FSP EITF 00-19-2 also requires
additional disclosure regarding the nature of any registration payment
arrangements, alternative settlement methods, the maximum potential amount of
consideration and the current carrying amount of the liability, if any. The
guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, "Accounting for
Derivative Instruments and Hedging Activities", and No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity", and FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
requirement for Guarantees, Including Indirect Guarantees of Indebtedness of
Others", to include scope exceptions for registration payment arrangements. FSP
EITF 00-19-2 is effective immediately for registration payment arrangements and
the financial instruments subject to those arrangements that are entered into or
modified subsequent to the issuance date of this FSP, or for financial
statements issued for fiscal years beginning after December 15, 2006, and
interim periods within those fiscal years, for registration payment arrangements
entered into prior to the issuance date of this FSP. The Company is currently
evaluating the impact, if any, on the Company's financial position, results of
operations or cash flows.


                                       10
<PAGE>

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment of FAS 115"
(Statement 159). Statement 159 allows entities to choose, at specified election
dates, to measure eligible financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value option for an eligible item, changes in that item's fair value in
subsequent reporting periods must be recognized in current earnings. Statement
159 is effective for fiscal years beginning after November 15, 2007. We are
currently evaluating the potential impact of Statement 159 on our financial
statements. We do not expect the impact will be material.

4. Debt

Bank Indebtedness

Effective June 27, 2003, the Company obtained a bank line of credit for
$1,485,000 to fund its operations. As of September 30, 2007, the Company had
borrowed approximately $1,196,114 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 a number of times and is currently renewed to December 31, 2007. As
consideration for renewing the standby bank letter of credit, the Company has
issued to Hansen Inc. common stock purchase warrants to purchase 1,500,000
shares of the Company's common stock, exercisable at $0.10 per share (a 15%
discount to the then market price) for a period of three years. In addition the
Company extended 2,000,000 previously issued warrants which expired in 2006 to
expire in 2008 at a price of $0.05. $75,416, the fair value of these common
stock purchase warrants, calculated pursuant to the Black-Scholes option pricing
model, was charged to operations as finance costs for the twelve months ended
December 31, 2006. The Company also pays a standby LOC fee to Hansen Inc. of 2%
per annum on a quarterly basis, amounting to approximately $7,500 per quarter.

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, on which
interest at prime plus one half of one percent interest was payable. On June 22,
2006 this Letter of Credit was increased to $1,400,000. As consideration for the
security provided, the Company agreed to pay the Secured Party 15% per annum of
the maximum amount outstanding in the month, payable 50% in US$ 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. Beginning July 2006 the
consideration was 100% paid in cash. The Company has accrued this consideration
to February 28, 2007. Additionally the Company agreed to issue 666,667 warrants
to purchase common stock of the Company at $0.15 per common share. The Company
also granted the Secured Party a security interest in all the Company's
inventory. This letter of credit, along with its related Reimbursement
Agreement, was subsequently renewed until February 28, 2007, at which point it
expired and the line of credit was removed.

Short-Term Loans

As of September 30, 2007 the Company has $ 2,972,165 owing on short term notes.
These amounts are repayable on demand and bear interest at varying rates. The
largest of these, amounting to $1,572,165, is from a director and stockholder.

Purchase Order Financing

The Company has entered into agreements with a number of entities and
individuals to obtain purchase order financing on confirmed sales orders.

In January 2006 the Company entered into an agreement with Great White Shark
Enterprises, Inc. (a principal stockholder of the Company) to obtain purchase
order financing on confirmed sales orders. The Company pays 18% per annum
interest for the period of the advance, and additionally 100,000 shares for each
$250,000 advanced. As of September 30, 2007 the Company had fully repaid this
purchase order financing line of credit.

                                       11
<PAGE>

In September 2007 the Company entered into agreements with three individuals to
provide purchase order financing on confirmed sales orders. The Company pays 18%
per annum interest for the period of these advances. The balance of $1,150,000
owing under this financing line at September 30, 2007 is included in the balance
of $1,400,000 owed as of September 30, 2007 on Short Term Loans.

Acquisition of Optimal Golf Solutions, Inc.


On November 19, 2004 the Company acquired 100% of the common shares of Optimal
Golf Solutions, Inc. ("Optimal"), a Texas corporation for a total of $5,250,000
plus interest of 4.75% on the principal balance outstanding payable by a
combination of cash and stock. The purchase terms and ensuing cash and stock
payments relating to this acquisition are more fully described in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2006.

In January 2007 the Company paid $806,852 cash and issued 30,392,082 shares to
satisfy the remaining liability for the purchase. Full satisfaction of this
liability will depend on the Optimal Shareholders receiving sufficient funds
from the sale of the issued shares to pay down the remaining liability in full.
Assuming that the remaining shares are sold at the market price of the Company's
stock at September 30, 2007, the remaining liability would be satisfied in full
from the sale of the shares issued for the second stock payment. However should
the price of the Company's stock fall below the price necessary to satisfy the
liability the Company could be required to issue further shares or pay the
shortfall in cash.

Optimal was primarily engaged in the business of holding patents relating to GPS
technology for the golf industry. Optimal held an important U.S. patent no.
5,364,093 which was issued on November 15, 1994 for a Golf Distance Measuring
System and Method. They also owned U.S. Patent No. 5,751,244 which was for the
Method and Apparatus for Calibration of a GPS Receiver. Optimal had also made a
Canadian patent application no 2,134,737 entitled Method and Apparatus for
Message Display on a Golf Course. The 093 Patent has been licensed to six
companies, of which two currently pay annual licensing fees. All license
payments received were required to be forwarded to Great White Shark Enterprises
until their loan in the amount of $3,000,000, plus interest owing of 10% per
annum, was fully repaid. This loan was converted to Series B Convertible
Preferred Shares on December 29, 2006. Great White Shark is entitled to 20% of
all patent license payments received through December 31, 2008, at which time
their share of these fees will be increased to 40% for the remaining life of the
patents. The Company has accrued this liability to September 30, 2007. The
Company expects to license the 093 Patent on a non-exclusive basis to other GPS
based golf system providers.


Other Debt Related Activity

Derivative Liabilities

During the year ended December 31, 2005, the Company recognized derivative
liabilities of approximately $9.5 million pursuant to the issuance of $3,720,000
in Secured Convertible Notes ("the Notes") and the granting of certain
registration rights which provided for liquidated damages and a default premium
in the event of failure to timely register or deliver the shares in connection
with the issuance of the Notes and the related Warrants. The recognition of
these derivative liabilities is more fully described in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2005.

The fair value of the derivative liabilities recorded at December 31, 2005
amounted to $9,460,366. The fair value of the derivative liabilities at
September 30, 2006 amounted to $ 6,691,683. The decrease in the fair value of
the derivatives in the period amounting to $ 2,768,683 was recorded as other
income for the period. The Company repaid the Notes in November 2006 which
eliminated the derivative liabilities. Accordingly there is no income or expense
arising from the fair value of the derivative liabilities in the period ended
September 30, 2007.

                                       12
<PAGE>

5. Liabilities Related to Discontinued Operations

As a result of the bankruptcy of Inforetech Golf Technology 2000 Inc. the
Company has accounts payable and accrued liabilities of $ 1,999,745 with respect
to this discontinued operation, which are included in liabilities related to
discontinued operations in the accompanying consolidated balance sheet.

As a result of the Proshot acquisition and subsequent bankruptcy, the Company
has loans payable to related parties of $258,000, promissory notes payable of
$1,274,757, capital leases in default of $29,467 and accounts payable and
accrued liabilities of $ 437,521. All such liabilities are included in
liabilities related to discontinued operations in the accompanying consolidated
balance sheet.

The amounts are recorded on the books until the relevant statutes of limitations
expire, at which point they will be written off.

During the nine months ended September 30, 2007 and 2006, the Company wrote off
trade debts arising from discontinued operations amounting to $308,970 and
$494,900 respectively. This was based upon management's belief that these debt
holders rights have expired under the statutes of limitations in the various
States in which the debt holders reside.

6. Legal Proceedings

On February 5, 2007 David Stratton, a former employee, filed a lawsuit against
the Company in the Supreme Court of British Columbia, Vancouver, Canada. Mr.
Stratton entered into a written employment agreement with the Company on June
12, 2006 pursuant to which the Company employed Mr. Stratton as Vice President,
Sales. The employment agreement had a three-year term, renewable each year.
Under the employment, Mr. Stratton was entitled to an annual base salary of CDN
$150,000, options to purchase up to 1,500,000 shares of common stock at an
exercise price of $0.05 per share, a signing bonus of 300,000 shares of common
stock, certain bonuses (including bonuses based on gross sales), and sales
commissions. On November 8, 2006, Mr. Stratton's employment was terminated. Mr.
Stratton has set forth his claims in the Statement of Claims, which claims
principally consist of the following: (i) a judgment equal to the amount of his
base salary that he would have earned, (ii) the signing bonus stock options
referred to in the employment agreement, (iii) the 300,000 signing bonus shares,
(iv) special damages and punitive damages, and (v) legal fees. The Company has
filed a statement of defense denying the claims and intends to vigorously defend
this lawsuit.

On August 1, 2007, CCG Investor Relations, Inc. ("CCG"), filed a complaint
against the Company., in the Los Angeles Superior Court for alleged breach of
contract. CCG claims that the Company breached a consulting agreement by failing
to pay monthly consulting fees, and claims $101,470.00 in damages. On September
27, 2007, the Company filed an answer to the complaint, generally denying
liability, and asserting various affirmative defenses. The Company plans to
defend the action vigorously, and contends that the consulting agreement could
be, and was properly, terminated.

The Company may occasionally become subject to legal proceedings and claims that
arise in the ordinary course of business. It is impossible to predict with any
certainty the outcome of any disputes that may arise, and the Company cannot
predict whether any liability arising from claims and litigation will be
material in relation to the consolidated financial position or results of
operations.

7. Capital Stock Transactions

During the nine month period ended September 30, 2007, the Company completed the
sale of the following securities:

Preferred Stock and Warrants: On May 8, 2007, for an aggregate purchase price of
$12,500,000, the Company sold a total of 1,250,000 shares of Series B Shares and
warrants to purchase up to 51,229,508 shares of our common stock to Great White
Shark Enterprises, Inc. and Leisurecorp LLC. The $10,000,000 purchase price paid
by Leirsurecorp LLC for the shares that it purchased is payable in three
installments, the last of which is due on December 31, 2007.

                                       13
<PAGE>

Common Stock:

     As of September 30, the Company issued the following:

     o    30,392,082 shares of common stock valued at $1,653,329 under the
          terms of a contract for the purchase of certain patents.

     o    1,045,000 shares valued at $127,725 for services rendered;

     o    2,907,530 shares valued at $305,291 in payment of interest and
          accrued interest;

     o    10,416,873 shares valued at $1,093,611 in settlement of
          outstanding indebtedness;

     o    11,000,000 shares valued at $1,005,000 in relation to the
          acquisition of two other companies. These acquisitions were not
          completed at September 30, 2007 and the associated costs have
          been recorded as deferred acquisition costs.

8. Related Party Transactions

On November 5, 2007, the Company entered into a contract with Leisurecorp LLC, a
major stockholder of the Company that has the ability to exercise significant
influence over the Company, to design, supply, deliver and install a Wi-Fi
network and GPS Management System for a Golf Estates project in Dubai. The
contract calls for payments from Leisurecorp LLC in excess of $2,000,000 upon
achievement of specific milestones as defined in the contract. This transaction
is in the normal course of operations and will be measured at the exchange
amount, which is the amount of consideration established and agreed to by the
related parties. As at, and for the period ending September 30, 2007, no amounts
for this transaction have been recognized in the financial statements of the
Company.

During the three month period ending September 30, 2007, the Company completed a
project for Leisurecorp LLC. This transaction has been measured at its exchange
amount. As a result of the transaction, $301,000 has been recognized as revenue
from related parties in the three and nine month periods ended September 30,
2007, and $301,000 is included in accounts receivable at September 30, 2007.

The Company has entered into an International Distributor Agreement with GPSi
Asia Inc. pursuant to which the Company agreed to sell Inforemer Golf Management
Systems to GPSi Asia Inc. The Company's Chief Executive Officer is an immediate
family member to a GPSi Asia Inc. stockholder. Pursuant to this agreement, GPS
Industries Inc. acquired stock in GPSi Asia Inc. As part of terms of the
agreement, the Company has agreed to pay certain costs of GPSi Asia by way of
common shares should they reach certain sales milestones. During the three
months and nine months ended September 30, 2007, $222,000 and $434,000,
respectively, have been included in revenue from related parties for
transactions between the Company and GPSi Asia Inc.

Sales commissions and consulting fees in the amount of $235,000 were paid to
individuals or companies controlled by immediate family members of the Chief
Executive Officer of the Company in the nine months ended September 30, 2007.
Sales commissions were paid on the basis of distributor agreements which are
consistent with distributor agreements the Company has entered into with
non-related parties. Consulting fees were paid for services rendered consistent
with fees paid to consultants that are not related parties. Accounts payable at
September 30, 2007 includes $29,000 due to these parties.

The Company has recorded $105,000 in interest expense due to Douglas J. Wood for
the nine months ended September 30, 2007. This interest was earned on loans
provided to the Company by Mr. Wood and also on a Line of Credit (which expired
on February 28, 2007) that was partially funded by Mr. Wood. Mr. Wood is a
director and stockholder of the Company. Included in accounts payable and
accrued liabilities at September 30, 2007 is $548,000 due to Mr. Wood.

                                       14
<PAGE>

For the nine months ended September 30, 2007, the Company has recorded $168,000
in interest expense due to Great White Shark Enterprises for purchase order
financing provided by Great White Shark Enterprises, and for interest on
balances owing to Great White Shark Enterprises. Additionally the Company has
recorded $375,000 in sales commissions due to Great White Shark Enterprises,
which have been charged to Sales and Marketing expense, pursuant to an
endorsement agreement between the two parties dated April 2003. Great White
Shark Enterprises is a stockholder of the Company and has appointed a member of
the Company's Board of Directors. Included in accounts payable and accrued
liabilities at September 30, 2007 is $965,000 due to Great White Shark
Enterprises.

9. Subsequent Events

Effective October 18, 2007, the Company purchased the outstanding shares of
capital stock of Direct Golf Services, Inc. (the "DGS Shares") for $800,000
payable $200,000 in cash and 6,000,000 restricted shares of the Company's Common
Stock.

Effective October 18, 2007, the Company purchased the outstanding shares of the
capital stock of Golf Academies Limited (the "GAL Shares") for $500,000 pursuant
to the delivery of 5,000,000 shares of the Company's restricted stock. In
connection with the acquisition, the Company entered into employment agreements
with John Porter and Philip Lewin.

As required by the promissory note issued by Leisurecorp on May 8, 2007 in
connection with its purchase of Series B Shares, on October 9, 2007, Leisurecorp
LLC paid the Company $4,000,000 as the second installment of the purchase price
of the Series B Shares that it purchased in May 2007.


Legal Proceedings


 In November 2007 ProLink Holdings, a provider of GPS golf course management
systems and on-course advertising, filed a patent infringement lawsuit against
the Company and Uplink Corporation, a company that the Company has agreed to
purchase. The Company has not yet been served. If it is served, the Company
intends to vigorously defend this lawsuit.


                                       15
<PAGE>

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

         The following discussion and analysis should be read in conjunction
with the consolidated financial statements and accompanying notes filed as part
of this report.

Forward-Looking Statements

         The following Management's Discussion and Analysis and Plan of
Operation, as well as information contained elsewhere in this report, contain
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934. These statements include statements regarding the intent,
belief or current expectations of us, our directors or our officers with respect
to, among other things: anticipated financial or operating results, financial
projections, business prospects, future product performance and other matters
that are not historical facts. The success of our business operations is
dependent on factors such as the impact of competitive products, product
development, commercialization and technology difficulties, the results of
financing efforts and the effectiveness of our marketing strategies, general
competitive and economic conditions. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
results may differ materially from those projected in the forward-looking
statements as a result of various factors.

Introductory Comment

         Throughout this Quarterly Report on Form 10-QSB, the terms "we," "us,"
"our," and "our company" refer to GPS Industries, Inc., a Nevada corporation,
and, unless the context indicates otherwise, also includes our subsidiaries.

Overview

         We are a golf course management technology company. We own the rights
to both a hand-held and cart mounted product using Global Positioning Systems
("GPS") technology that we market through our sales offices in the USA, and
through sales distributors in the USA, UK and Europe, Australia, South Africa
and Asia. Our portable product, the "Inforemer", is connected through a wireless
link to golf course management information systems that are marketed as part of
our golf course suite of products. The Inforemer is capable of exhibiting
continuously updated advertising. We currently generate most of our revenues
from the sale and installation of our GPS and wireless products and software
tools. To a lesser extent, we also generate revenues from licensing to third
parties certain of the patents that we own on our golf course technologies. Our
business plan is to establish a substantial base of golf course clients (either
through the sale of our golf course systems or through acquisitions of other
companies) and to thereafter generate recurring revenues from (i) selling
advertising for exhibition on the Informer units used at those golf courses, and
(ii) from our other revenue generating golf course programs, such as our Fire At
The Flag(TM) program. In 2007, we initiated a new two-tier price structure for
the sale of our Inforemer golf course system, which pricing structure offers
purchasers the ability to purchase our golf course management package at a lower
price in exchange for granting us the right to (i) provide advertising on the
Inforemer units used at their golf course and (ii) operate our Fire At The
Flag(TM) (hole in one) program at their golf course.

Critical Accounting Policies

         Management's discussion and analysis of our financial condition and
results of operations are based on our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities. On an ongoing basis, management evaluates its
estimates, including those related to impairment of long-lived assets, including
finite lived intangible assets, accrued liabilities and certain expenses. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ materially from these estimates under different assumptions or
conditions.

                                       16
<PAGE>

         Our significant accounting policies are summarized in Note 3 of our
consolidated financial statements for the period ended September 30, 2007.

         Results of Operations

Comparison of Three and Nine Months Ended September 30, 2007 vs. Three and Nine
Months Ended September 30, 2006

         Revenue - Revenue during both the three- and nine month periods ended
September 30, 2006 (the "2006 fiscal periods") and the three- and nine month
periods ended September 30, 2007 (the "2007 fiscal periods") were comprised
primarily of (i) sales generated from our Inforemer product, (ii) service
contract fees we received in connection with the sale of the Inforemer, and
(iii) patent license fees received by us and Optimal Golf Solutions, Inc., one
of our subsidiaries, for the right to use certain of our patented technologies.
During the three month period ended September 30, 2007, the Company also
generated $301,100 revenues for providing GPS tracking advisory and design
services to a Dubai company, which is a related party. No such revenues were
generated during either the 2006 fiscal period or during any other portion of
the 2007 fiscal periods. During the three months and nine months ended September
30, 2007, $222,000 and $434,000 respectively, have been included in revenue from
related parties for transactions between the Company and GPSi Asia Inc., which
is a related party. These transactions were for the sale of Inforemer Golf
Management Systems to GPSi Asia Inc. Revenue for the nine- month period in 2007
increased by 51% compared to the same nine- month period in fiscal 2006 due to
the significant increase in the number of sales and installations of our
Inforemer products and related golf management system during the first
six-months of the current 2007 fiscal periods. The increase in sales during the
nine-month period of 2007 reflects increased marketing and sales efforts, the
growing reputation of our system and our changed pricing and sales structure.
Revenue for the three-month period ended September 30, 2007, however, decreased
by approximately 53% compared to revenues during the three-month period ended
September 20, 2006 due to a significant decrease in the sale and installation of
golf management systems in the 2007 period. The decrease in sales/installations
during the third quarter of fiscal 2007 is due to (i) timing issues (3
installations were initiated but not completed by September 30, 2007, and
advance payments for such installations are reflected on the financial
statements as deferred revenues), and (ii) the Company's focus during the past
three months on completing the acquisition of complementary businesses and on
rolling out its advertising program. During the third fiscal quarter of 2007,
the Company negotiated and entered into agreements to purchase Uplink
Corporation, Direct Golf Services, Inc. and Golf Academies Limited, as well as
certain other pending transactions. In addition, during the third quarter of
2007, the Company commenced several pilot programs for its advertising services
on the Inforemer.

         During 2007, we instituted a two-tiered pricing structure for our golf
course sales, which structure was not in effect during the 2006 fiscal periods.
The new price structure offers purchasers of our products the ability to
purchase our golf course management package at two different prices. The lower
price is available to golf course operators who grant the Company the right to
provide advertising on the Inforemer units used at their golf course and the
right to operate our Fire At The Flag(TM) program at their golf course. Although
we generate less revenue from the lower price sales, it is our goal to generate
longer term recurring revenues from these sales by selling advertising on those
Inforemer units and by operating the Fire At The Flag(TM) program at those
courses. We are still implementing both the advertising and Fire At The Flag(TM)
program and have not yet generated material revenues from these sources. Since
approximately one half of the sales during the nine-month 2007 fiscal period
were sales under the lower price sales program, these lower priced sales reduced
our current sales revenues and decreased our gross margins.

         Increased patent license payments were received by the Company in both
the three- and nine-month periods of 2007. In the three- and nine- month periods
in fiscal 2007, we realized $ 199,000 and $ 596,000, respectively, from license
payments; in the three- and nine- month periods in 2006 we received $146,000 and
$438,000, respectively, in license payments. We currently anticipate that
licensing revenues will remain at these higher levels in the future.

                                       17
<PAGE>

         Cost of Goods Sold - Cost of goods sold represents the cost we pay for
our Inforemer products. Cost of goods sold for each Inforemer unit remained
substantially the same in the 2007 fiscal periods compared to the 2006 fiscal
periods. However, because a majority of our sales were under our lower price
program offered to golf courses that allowed the Company to participate in
future advertising and Fire At The Flag(TM) revenue streams (and the sales price
of each Inforemer units was therefore less), as a percentage of revenues cost of
goods sold increased from 50 % in the three months ended September 30, 2006 to
62 % in the three months ended September 30, 2007, and increased from 52 % to 62
% during the nine month periods ending September 30, 2006 to September 30, 2007,
respectively.

         Installation Costs - Installation costs represent our cost of
delivering and installing our equipment at our customers' sites and costs of
third party services we incur in the installation of systems that we sell to our
customers. Since we install our system in various countries, we often need the
assistance of local licensed trades to install those systems. Since the
initiation of the Fire At The Flag(TM) program, installation costs also include
the cost of installing the equipment necessary for this program. Since the
installation of the Fire At The Flag(TM) equipment precedes any revenues
generated from those programs, these costs increase our overall installation
costs without any increase in revenues. Accordingly, as a percentage of sales,
installation costs increased from 11 % in the nine month period ending September
30, 2006 to 12 % for the nine month period ending September 30, 2007.

         General and Administrative Expenses - General and administrative
expenses decreased in both of the 2007 fiscal periods compared to the comparable
2006 fiscal periods. The decreases in the general and administrative expenses
was due to significant decreases in consulting fees paid to third party
consultants, as well as a decrease in stock compensation expenses. However, the
foregoing decreases were partially offset by an increase in the three- and nine
month periods ending September 30, 2007 in our general and administrative
personnel and personnel administration expenses as we significantly increased
the number of our employees. Our personnel headcount has increased in 2007 over
2006 as we hired additional personnel in anticipation of increased sales and
operations.

         Depreciation and Amortization - Depreciation and amortization increased
by 23 % and 15 % in the three- and nine month periods ending September 30, 2007
compared to the 2006 fiscal periods as a result of an increase in the equipment
being depreciated. Our patents are being amortized over the remaining life of
the patents.

         Selling and Marketing Expenses - Selling and marketing expenses
increased by 60% and 91 % in the three- and nine- month periods of 2007 compared
to the comparable 2006 fiscal periods due to a significant increased in sales
and marketing initiatives and activities. Major increases in these expenses in
the nine-month period ending September 30, 2007 compared to the nine-month
period ending September 30, 2006 included an increase in sales and marketing
personnel costs and an increase in fees and expenses for trade shows. Our sales
commissions (payable to both in-house and outside sales representative) also
increased in the 2007 fiscal periods compared to the 2006 fiscal periods as
sales increased over the prior year.

         Operations, Engineering, Research & Development Expenses - Operations,
engineering, research and development expenses for the nine-month period ending
September 30, 2007 increased by $ 511,000 (or 22 %) over the 2006 fiscal period
as a result of an increase in the engineering and continuing development cost of
the Inforemer product, which included increased costs in personnel, consultants
and computer software development. Increased personnel expenses were partially
the result of an increased number of engineers that were employed to support the
additional sales anticipated due to the Company's increased marketing efforts
and more aggressive pricing programs. Service costs as a result of the increased
number of Inforemer systems installed also increased during the nine month
period of 2007. We are currently completing major improvements in the
functionality of our Inforemer, including upgrading the computing power of our
Inforemer units, the visual appearance of the units, the ability of the units to
stream video and play sound, and the ability to remotely accept charge card
payments. These improvements are expected to enhance the advertising that can be
exhibited on the Inforemer units and, thereby, to increase the amount of
advertising we will be able to sell for exhibition on those units. Operations,
engineering, research and development expenses for the three-month period ending
September 30, 2007 increased by $355,000 (or 36 %) from the comparable
three-month fiscal period in 2006 as certain development projects related to our
technology were being completed.

                                       18
<PAGE>

         Loss from Operations - Despite a $ 83,000 increase in gross profits in
the nine month fiscal period of 2007, our loss from operations increased by $
1,706,000 in the 2007 fiscal period over the loss from operations in the
comparable nine month 2006 fiscal period. The increase in loss from operations
in the 2007 nine month period was due to the lower gross margins during the 2007
three- and nine-month periods as a result of the lower sales price of our
products under our new two-tier pricing program, decreased revenues during the
fiscal quarter ended September 30, 2007, and increases in sales and marketing
expenses in both the 2007 three- and nine-month periods. Our loss from
operations for the three-month period ending September 30, 2007 was $1,168,000
(or 62 %) more than the loss from operations in the same three-month period of
2006 primarily due to the $ 1,127,000 drop in revenue and the $ 477,000 (or 18
%) increase in operating expenses compared to three-month period ending
September 30, 2006. We currently anticipate that our revenues will increase in
the fiscal year ended December 31, 2007 and that our operating costs will, by
the end of the year, decrease, thereby reducing our loss from operations during
the final fiscal quarter of 2007.

         Finance Costs - Finance costs represent fees paid to a provider of a
line of credit to the company and expenses recognized related to warrants we
have issued. The value of the warrants is recorded as a discount on the debt
financing raised or as a deferred financing cost and is amortized over the term
of the respective debt or term of service. Finance costs decreased in both of
the 2007 three- and nine-month fiscal periods as a result of a reduction in the
use of the line of credit and a reduction in the number of warrants issued in
the current fiscal periods.

         Interest Expense - Interest expense decreased by 90 % in the three
month period ending September 30, 2007 compared to the comparable three month
period last year, and by 87 % in the nine-month 2007 fiscal period compared to
the nine-month 2006 fiscal period as a result of a decrease in the amount
interest-bearing debt that we were carrying. In September 2005, we issued
$3,720,000 of Callable Secured Convertible Notes (the "Callable Notes") that
bore interest at a rate of 8% per annum. The Callable Notes created a derivative
liability, which in turn created a debt discount of $3,720,000, or 100% against
the Callable Notes. This debt discount was amortized over the term of the loan
and also against any interim conversions of the Callable Notes. This
amortization amounted to $ 443,000 and $ 1,675,000 in the three- and nine month
periods ending September 30, 2006, which was included in interest expense. We
repaid the Callable Notes in November 2006. Accordingly, during the 2007 fiscal
period we did not incur interest on the Callable Notes. In addition, in December
2006 we (i) completed the sale of $15,740,890 of our preferred stock, which
proceeds were also used to further reduce our interest bearing indebtedness, and
(ii) cancelled $3.75 million of outstanding debt held by certain of our officers
and directors in exchange for the issuance securities. In addition, in May 2007,
we (i) received $1.5 million from the sale of additional Series B Shares and
warrants (which was used to repay outstanding debt), and (ii) cancelled $1
million of outstanding indebtedness in consideration for the issuance of Series
B Shares and warrants. As a result of the May 2007 cash infusion and debt
cancellation, the amount of outstanding debt accruing interest was significantly
reduced during the balance of the three- and nine month periods ending September
30, 2007 compared to the same periods in 2006. Because our indebtedness has been
reduced, and because we anticipate further reducing our interest bearing
indebtedness as the remaining $8,000,000 portion of the May 2007 funding is
received by the end of this fiscal year (a significant portion of which funds we
are required to use to repay indebtedness), we expect that our future interest
expenses will continue to remain low.

                                       19
<PAGE>

         Derivative Liabilities - Our derivative financial instruments consist
of embedded derivatives related to the issuance of the Callable Notes. The
accounting treatment of derivative financial instruments requires that we record
the derivatives at their fair values and record them at fair value as of each
subsequent balance sheet date. Any change in fair value is recorded as
non-operating, non-cash income or expense at each reporting date. During the
three- and nine month fiscal period of 2006 we recorded a $ 441,000
non-operating, non-cash charge and $ 2,769,000 of non-operating, non-cash
income, respectively. Because we repaid the Callable Notes in November 2006, we
did not record any of these charges or income in the 2007 fiscal period.

         Loss on Foreign Exchange - During the three-month period ending
September 30, 2007 we incurred a currency exchange loss of $427,000, compared to
a currency exchange gain of $34,000 during the same three-month period in 2006.
Since most of our revenues are collected in U.S. dollars, and many of our
expenses are paid in Canadian dollars, we are subject to currency fluctuation
risks. During 2007, and in particular during three-month period ending September
30, 2007, the value of the U.S. dollar decreased significantly compared to the
Canadian dollar, thereby causing us to realize a substantial loss on our
currency exchange.

         Loss/Gain on Extinguishment of Debt - We incurred a loss on
extinguishment of debt in nine-month 2007 fiscal period and a gain from
extinguishment of debt in the 2007 three-month fiscal period, whereas we
recognized gains from the extinguishment of debt during both the three- and nine
month periods ending September 30, 2006. The loss during the fiscal 2007
nine-month period is due to stock issuances in settlement of loans partially
offset by a gain on extinguishment of debt on the write-off of accounts payable
from discontinued operations.

         Deemed Preferred Stock Dividend - At June 30, 2007 we recorded a Deemed
Preferred Stock Dividend of $12.5 million. This deemed dividend does not
represent an actual dividend paid on shares but is the result of the GAAP
accounting rules as applied to the issuance of the Series B Shares and warrants
for the cash equity and debt conversion investment that occurred on May 8, 2007.
Under GAAP, a portion of the cash received and debt converted is assigned to the
fair market valuation of the warrants issued with the Series B Shares. The
remaining portion is compared to the fair market value of the Series B Shares
acquired. Any difference arising from this comparison, together with the fair
market value of the warrants, is treated as a deemed dividend issued on the
Series B Shares. We did not issue any shares of preferred stock in 2006 fiscal
period that would have given rise to a deemed dividend in that fiscal period.

         Net Loss - Net loss was $ 20,552,000 for the nine months ending
September 30, 2007 primarily as a result of the $12,500,000 Deemed Preferred
Stock Dividend. Excluding the effect of the accounting entry for the Deemed
Preferred Stock Dividend, net loss for the 2007 nine month period was $
8,052,000, a $ 2,211,000 increase from the net loss of in the nine-month fiscal
period in 2006. However, but for a non-cash accounting adjustments related to
derivative liabilities that resulted in a financial statement gain of $
2,769,000 during the nine-month period of 2006, the net loss in the 2006 fiscal
period would have been greater than the net loss before the Deemed Preferred
Stock Dividend in the 2007 fiscal period. Net loss for the three-month period
ended September 30, 2007 was substantially similar to the net loss in the 2006
three-month period even though our 2007 loss from operations was $1,168,000
greater than our loss from operations in the 2006 three-month period. Net losses
were substantially similar because our other losses (mostly in interest expense
and derivative liability changes) were $1,121,000 higher during the three-month
period ended September 30, 2006. Although we expect our interest expenses to
further decrease as our outstanding indebtedness is paid down and our revenues
to increase due to increased additional sales, decreasing the amount of our net
losses will be significantly dependent upon the success of our new advertising
and Fire At The Flag(TM) initiatives.

Liquidity And Capital Resources

         To date, we have incurred significant losses from operations. As of
September 30, 2007, we had a working capital deficit of $ 5,197,000. Our
operations currently do not generate sufficient cash to internally fund our
working capital needs. Accordingly, to date, our operating deficits have been
funded by outside sources of funding, including funds raised from (i) the sale
of shares of our common stock and preferred stock, (ii) the issuance of
debentures, (iii) the issuance of shares as payment for services and in
satisfaction of indebtedness, (iv) bank lines of credit, and (v) short-term
loans made to us by our affiliates and by third parties.

                                       20
<PAGE>

         Our liquidity and capital resources were substantially improved on
December 29, 2006 by the sale of $15,740,890 of newly authorized Series B
Convertible Preferred Stock (the "Series B Shares") and warrants to Great White
Shark Enterprises, Inc. ("GWSE") and Leisurecorp LLC and by the concurrent sale
of the Series B Shares to Douglas Wood, one of our directors, in exchange for,
and as payment for $3,000,000 of cash loans he had previously made to us. Also,
on December 29, 2006 Robert C. Silzer, our Chief Executive Officer, cancelled
$750,000 of obligations we owed to him in exchange for 12,295,082 shares of our
common stock and warrants to purchase 3,073,770 shares of common stock. A
portion of the cash proceeds of the foregoing sales of securities was used to
reduce our indebtedness, and the balance was used for working capital to fund
our losses from operations.

         In connection with the foregoing purchase of Series B Shares by GWSE
and Leisurecorp, we agreed to grant each of GWSE and Leisurecorp the right,
exercisable until the end of April 2007, to increase their investment in our
shares of Series B Shares and warrants on the same terms as the securities sold
to them on December 29, 2006. GWSE and Leisurecorp timely exercised the
foregoing option in April 2007 to purchase a total of $12,500,000 of additional
shares of Series B Shares and warrants, and the closing of the $12,500,000
purchase of additional Series B Shares and warrants was consummated on May 8,
2007. Leisurecorp purchased its Series B Shares and warrants by delivering to us
a $10,000,000 interest-free promissory note (the "Note") that is secured by the
securities we sold to Leisurecorp, and GWSE purchased its Series B Shares and
warrants in exchange for cash ($1,500,000) and the cancellation of $1,000,000 of
outstanding indebtedness that we owed to GWSE. Leisurecorp's Note is payable as
follows: $2,000,000 was due on or before June 30, 2007; $4,000,000 was due on or
before October 31, 2007; and the remaining $4,000,000 is due on or before
December 31, 2007. The first and second payments on this Note have been received
($2,000,000 was received on July 9, 2007, and $4,000,000 was received on October
9, 2007). We have agreed to use approximately $5.5 million of the $10 million
Note payments to repay most of our currently outstanding indebtedness (other
than trade accounts payable and accrued operating liabilities incurred in the
ordinary course of operations). Our ability to repay our accounts payable and
other outstanding indebtedness, and our ability to maintain sufficient liquidity
to continue our operations, is significantly dependent upon our ability to
generate sufficient sales in Q4 and beyond, supplemented by the receipt of the
$4,000,000 Note payments due from Leisurecorp in December 2007.

         In October 2007, we purchased Direct Golf Services, Inc. and Golf
Academies Limited for $200,000 in cash and 11,000,000 shares of our common
stock. We currently anticipate that the cost of integrating those two companies
into our company, and the additional overhead costs related to the operations of
these two new businesses, will initially negatively affect our liquidity. In
addition, we have agreed to purchase all of the assets of Uplink Corporation for
$1,200,000 in cash and 129,166,667 shares of our common stock. The closing of
the purchase of Uplink is expected to occur on or before January 15, 2008. We
expect to fund this acquisition partially from the receipt of the $4,000,000
Note payment due from Leisurecorp in December 2007.

         As a result of the new two-tier pricing structure we have implemented
to sell our Inforemer golf course management systems earlier in 2007, revenues
from certain sales of our systems initially is reduced, thereby temporarily
reducing the liquidity benefit otherwise obtained from the sale and installation
of a golf course system. We anticipate that the decrease in cash proceeds
received from the sales of the lower priced golf course systems will be offset
by higher advertising and other revenues that we will shares with the golf
course owners in the future. Our on-going future liquidity therefore is
significantly dependent on our ability to generate significant advertising and
Fire At The Flag(TM) revenues in the future.

         Operating Activities - During the 2007 fiscal period, our operations
utilized cash of $ 6,656,000 as compared to $ 4,921,000 during the nine months
ended September 30, 2006. The increase in cash utilized in operations in the
2007 fiscal period as compared to the 2006 fiscal period was primarily a result
of the increase in the loss from operations, adjusted for non-cash items, plus
increases in accounts receivable and inventory, partially offset by an increase
in accounts payable, a reduction in accounts receivable for share subscriptions
and an increase in deferred revenue.

                                       21
<PAGE>

         Investing Activities - Net cash used in investing activities was $
1,976,000 in the 2007 fiscal period, consisting of the purchase of equipment and
patents, payments relating to the purchase of Optimal Golf Solutions, Inc. and
deferred acquisition costs relating to the intended purchase of certain
subsidiaries.

         Financing Activities - Net cash provided by financing activities was $
6,442,000 for the 2007 fiscal period as a result of receipt of equity investment
funds partially offset by repayment of loans and the rec.

         We do not believe that inflation has had a material impact on our
business or operations.

         We are not a party to any off-balance sheet arrangements and do not
engage in trading activities involving non-exchange traded contracts. In
addition, we have no financial guarantees, debt or lease agreements or other
arrangements that could trigger a requirement for an early payment or that could
change the value of our assets.


Lines of Credit

         We currently have a bank line of credit for $1,485,000 available to us
to fund our operations. As of September 30, 2007, we had borrowed $ 1,196,000
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 a number of times and
is currently renewed to December 31, 2007. As consideration for renewing the
standby bank letter of credit, we issued to Hansen Inc. common stock purchase
warrants to purchase 1,500,000 shares of common stock, exercisable at $0.10 per
share (a 15% discount to the then market price) for a period of three years. In
addition, we extended 2,000,000 previously issued warrants which expired in 2006
to expire in 2008 at a price of $0.05. We also pay a standby letter of credit
fee to Hansen Inc. equal to 2% per annum on a quarterly basis, amounting to
approximately $7,500 per quarter.

         On February 28, 2007, a line of credit that was available to us under
an agreement with Douglas J. Wood, Daniel S. Wood and James Liken expired and is
now no longer available to us. This $1,400,000 line of credit from HSBC Bank
Canada was used for funding our manufacturing costs.

         We have entered into agreements with a number of entities and
individuals to obtain purchase order financing on confirmed sales orders. In
January 2006 we entered into an agreement with Great White Shark Enterprises to
obtain purchase order financing on confirmed sales orders. We paid 18% per annum
interest for the period of the advance, and additionally 100,000 shares for each
$250,000 advanced. As of September 30, 2007 we had fully repaid this purchase
order financing line of credit. In September 2007 we entered into agreements
with three individuals to provide purchase order financing on confirmed sales
orders. We also pay 18% per annum interest for the period of these advances.

         Based on our currently projected revenues, the foregoing existing lines
of credit, and the $4,000,000 payment due from Leisurcorp in December 2007 under
the Note, we believe that we have sufficient capital resources to fund our
anticipated working capital needs through December 31, 2007. As previously
disclosed, our goal is to acquire one or more third party businesses in order to
(i) obtain additional technologies that compliment or supplement our current
products, and (ii) increase the number of golf courses that utilize our products
and services. Depending on the terms of any such acquisitions and the amount of
funds needed to integrate and fund the acquired operations, these acquisitions
could materially impact our anticipated future working capital needs.

                                       22
<PAGE>

FACTORS THAT MAY AFFECT OUR BUSINESS AND OUR FUTURE RESULTS

         We face a number of substantial risks. Our business, financial
condition, results of operations and stock price could be harmed by any of these
risks. The following factors should be considered in connection with the other
information contained in this Quarterly Report on Form 10-QSB.

Risks Related To Our Business

         We have a history of losses, and our auditors have issued a going
concern opinion.

         We have incurred operating losses since our inception and no assurance
can be given that we will ever become profitable. Our auditors have included a
going concern opinion on our financial statements because we have not generated
sufficient cash flows to meet our obligations and sustain our operations. Our
operating losses are attributable to the developing nature of our business and
have resulted primarily from:

         o  significant costs associated with the development of our products;

         o  marketing and distribution costs of our products; and

         o  limited sales history of our recently developed products.

         Although we currently believe that our revenues will increase by the
end of the fiscal year ended December 31, 2007 and that our balance sheet will
be improved on December 31, 2007, we believe that our ability to generate
profits over the longer term is dependent upon a number of factors including our
ability to increase sales as projected and to complete complementary
acquisitions, and on our ability to generate significant revenues from our
advertising initiative and our Fire At The Flag(TM) program. If any of the
projected events do not occur as we currently anticipate, our operations will
continue to operate at a loss and with a negative cash flow. If we are unable to
continue as a going concern, you could lose your entire investment in us.

         We will need additional financial support in order to continue to
operate and grow, and cannot be certain that additional funds will be available
when needed on satisfactory terms, if at all.

         Our internal business plan assumes that we will acquire one or more
additional businesses during 2007/2008, and to significantly increase our sales
to golf courses (including sales at under our lower margin two-tier pricing
program to establish a future base for advertising venues). Depending on the
acquisitions that we complete, if any, and the terms or purchase and the cost of
integrating and operating those additional business, it is likely that we will
have to obtain additional debt or equity financing. If we cannot obtain the
amount of additional financing that we will need to support our operations or to
fully implement our business plan, our future operations will be severely
hindered, and our ability to sustain our operations and growth will be
jeopardized.

         We depend on GPS technology owned and controlled by others. If we do
not have continued access to GPS technology and satellites, we will be unable to
deliver our services and our revenues will decrease.

         Our services rely on signals from GPS satellites built and maintained
by the U.S. Department of Defense. GPS satellites and their ground support
systems are subject to electronic and mechanical failures and sabotage. If one
or more satellites malfunction, there could be a substantial delay before they
are repaired or replaced, if at all, and our services may cease and customer
satisfaction would suffer.

         In addition, the U.S. government could decide not to continue to
operate and maintain GPS satellites over a long period of time or to charge for
the use of GPS. Furthermore, because of ever-increasing commercial applications
of GPS, other U.S. government agencies may become involved in the administration
or the regulation of the use of GPS signals in the future. If the foregoing
factors affect GPS, such as by affecting the availability and pricing of GPS
technology, our business will suffer.

                                       23
<PAGE>

         Our GPS technology depends on the use of radio frequency spectrum
controlled by others.

         Our GPS technology is dependent on the use of radio frequency spectrum.
The assignment of spectrum is controlled by an international organization known
as the International Telecommunications Union or ITU. The Federal Communications
Commission or FCC is responsible for the assignment of spectrum for
non-government use in the United States in accordance with ITU regulations. Any
ITU or FCC reallocation of radio frequency spectrum, including frequency band
segmentation or sharing of spectrum, could cause interference with the reception
of GPS signals and may materially and adversely affect the utility and
reliability of our products, which would, in turn, cause a material adverse
effect on our operating results. In addition, emissions from mobile satellite
service and other equipment operating in adjacent frequency bands or inband may
materially and adversely affect the utility and reliability of our products,
which could result in a material adverse effect on our operating results.

         On May 11, 2000, the FCC issued a Notice of Proposed Rulemaking that
proposes rules for the operation of Ultra-Wideband or UWB radio devices on an
unlicensed basis in the frequency bands allocated to GPS. If the FCC issues
final rules authorizing such operation, UWB devices might cause interference
with the reception of GPS signals. Such interference could reduce demand for GPS
products in the future. Any resulting change in market demand for GPS products
could have an adverse effect on our financial results.

         Speculative Nature of Business.

         The profits of an enterprise involved in the golf industry are
generally dependent upon many variables. Our customer appeal depends upon
factors which cannot be reliably ascertained in advance and over which we have
no control, such as unpredictable critic reviews and appeal to the public.

         In order for our products to be successful, we need to establish market
recognition quickly, following the introduction of our products

         We believe it is imperative to our success that we obtain significant
market share for our products quickly, before other competitors establish a
significant market share. We believe that, if a market for products like ours
develops, an early entrant that gains significant market share will dominate the
market, significantly reducing opportunities for competitors. We have limited
experience conducting marketing campaigns, and we may fail to generate
significant interest. We cannot be certain that we will be able to expand our
brand and capitalize on the commercial acceptance of our products.

         Government regulations and standards may harm our business and could
increase our costs or reduce our opportunities to earn revenues.

         In addition to regulations applicable to businesses in general, we may
also be subject to direct regulation by governmental agencies, including the FCC
and Department of Defense. A number of legislative and regulatory proposals
under consideration by federal, state, provincial, local and foreign
governmental organizations may lead to laws or regulations concerning various
aspects of wireless communications and GPS technology. Additionally, it is
uncertain how existing laws governing issues such as taxation, intellectual
property, libel, user privacy and property ownership, will be applied to our
services. The adoption of new laws or the application of existing laws may
expose us to significant liabilities and additional operational requirements,
which could decrease the demand for our services and increase our cost of doing
business.

         We depend on intellectual property rights and development of new
products and the inability to obtain patents or develop new products may have an
adverse effect on our ability to be profitable.

         Our success is partly dependent upon our intellectual property rights.
Effective protection may not be available for these rights. There can be no
assurance that a patent will provide adequate protection for the underlying
technology. While we have patents covering our technology, there is no assurance
that such patents will be able to prevent other companies from developing
substantially similar products. In addition, litigation may be necessary in the
future to enforce the intellectual property rights. Such litigation, whether
successful or unsuccessful, could result in substantial costs and diversions of
resources, either of which could negatively affect our business.

                                       24
<PAGE>

         Litigation with ProLink Holdings could negatively impact our
operations.

         In November 2007 ProLink Holdings, a provider of GPS golf course
management systems and on-course advertising, filed a patent infringement
lawsuit against us and Uplink Corporation, a company that we have agreed to
purchase. We have not yet been served. If we are served, we intend to vigorously
defend this lawsuit. The cost of defense and the distraction of the lawsuit may
interfere with our operations and negatively affect our future operations and
operating results. In addition, although we do not believe that the ProLink
allegations have any merit, should a court find that we have infringed on any of
ProLinks's rights, we may be required to pay damages, cease selling the
infringing product and/or pay a significant royalty.

         Our future success is dependent upon our ability to retain key
management.

         Our success is dependent upon the continued services of Robert C.
Silzer, Sr., our chief Executive Officer and Chairman of the Board of Directors
and upon the skills, experience and efforts of our key marketing and other
management personnel. The loss of the continued services of any of these
individuals could have a negative effect on our business.

         Conflicts of Interest.

         We have engaged in transactions with our management in the past, and we
can be expected to engage in such transactions in the future. In each case, the
transactions are approved by our Board of Directors and are considered to be
fair to and in the best interests of the company.

         Competition.

         We face competition in all aspects of our business. We compete for
customers with other electronics and recreation companies, many of which have
substantially greater assets and resources. Our primary competitors are
companies such as Prolink Holdings Corp. and UpLink Corp. Our ability to compete
successfully in the future will depend on several factors, including:

         o    the cost effectiveness, quality, price, service and market
              acceptance of our products;

         o    response to the entry of new competitors or the introduction of
              new products by competitors;

         o    ability to keep pace with changing technology and customer
              requirements;

         o    timely development or acquisition of new or enhanced products;
              and

         o    timing of new product introductions by the Company or our
              competitors.

         Acquisitions of companies may disrupt our business and distract
management due to difficulties in assimilating personnel and operations.

         In October 2007, we purchased Direct Golf Services, Inc. and Golf
Academies Limited for $200,000 in cash and 11,000,000 shares of our common
stock, and we have agreed to purchase all of the assets of Uplink Corporation
for $1,200,000 in cash and 129,166,667 shares of our common stock. In addition,
we have been considering purchasing other businesses and may elect to make such
additional purchases in the future. Although the purchases of complimentary
businesses are expected to improve our overall operations in the future and to
improve our market presence in the worldwide golf industry, the cost of
purchasing these, and other businesses, will negatively impact our financial
condition in the near term. In addition, we could face difficulties in
integrating the acquired companies and their personnel and operations.
Acquisitions also involve the need for integration into existing administration,
services marketing, and support efforts. These acquisitions and investments
could disrupt our ongoing business, distract management and employees and
increase our expenses. In addition, key personnel of the acquired company may
decide not to work for us.

                                       25
<PAGE>

         We may not be able to implement Section 404 of the Sarbanes-Oxley Act
on a timely basis.

         The SEC, as directed by Section 404 of the Sarbanes-Oxley Act, adopted
rules generally requiring each public company to include a report of management
on the company's internal controls over financial reporting in its annual report
on Form 10-KSB that contains an assessment by management of the effectiveness of
the company's internal controls over financial reporting. This requirement will
first apply to our annual report on Form 10-KSB for the fiscal year ending
December 31, 2007.

         We have not yet developed a complete Section 404 implementation plan.
We have in the past discovered, and may in the future discover, areas of our
internal controls that need improvement. We expect that we will need to hire
and/or engage additional personnel and incur incremental costs in order to
complete the work required by Section 404. We can not assure you that we will be
able to complete a Section 404 plan on a timely basis. Additionally, upon
completion of a Section 404 plan, we may not be able to conclude that our
internal controls are effective, or in the event that we conclude that our
internal controls are effective, our independent accountants may disagree with
our assessment. Any failure to implement required new or improved controls, or
difficulties encountered in their implementation, could negatively affect our
operating results or cause us to fail to meet our reporting obligations.

RISKS RELATED TO OUR COMMON STOCK

         Our common stock is traded on the OTC Bulletin Board, and a shareholder
may be unable to sell at or near ask prices or at all if the shareholder needs
to sell his shares to raise money or otherwise desire to liquidate his shares.

         Our Common Stock is currently listed for trading on the OTC Bulletin
Board. Shares listed for trading on the OTC Bulletin Board often are thinly
traded, meaning the number of persons interested in purchasing the shares at or
near ask prices at any given time may be relatively small or non-existent. This
situation may apply to our shares and is attributable to a number of factors,
including the fact that we are a small public company which is relatively
unknown to stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume. In addition,
even if we came to the attention of such persons, they tend to be risk-averse
and would be reluctant to follow a company of our size and expanding into a
relatively new line of business as we are in, or purchase or recommend the
purchase of our shares until such time as we became more seasoned and proven. As
a consequence, there may be periods of several days or more when trading
activity in our shares is minimal or non-existent, as compared to a seasoned
issuer which has a large and steady volume of trading activity that will
generally support continuous sales without an adverse effect on share price. We
cannot give you any assurance that a broader or more active public trading
market for our Common Stock will develop or be sustained, or that current
trading levels will be sustained. Due to these conditions, we can give you no
assurance that you will be able to sell your shares at or near ask prices or at
all if you need money or otherwise desire to liquidate your shares.

         The holders of our outstanding Series B Shares have the right to
approve or disapprove certain corporate action, which could materially affect
the holders of our common stock. Currently, the rights of the Series B Shares
are controlled by Leisurecorp LLC.

                                       26
<PAGE>

         In December 2006 and May 2007 we issued the Series B Shares to three
investors. Under the terms of the Series B Shares, we may not, without first
obtaining the prior approval of the holders of a majority of the then
outstanding Series B Shares, voting separately as a class, take any of the
following actions: (i) amend our Articles of Incorporation or Bylaws if such
action would adversely affect the rights, preferences, privileges, or
restrictions of the Series B Shares; (ii) authorize or issue any class or series
of our capital stock or any rights, options, warrants or other securities that
are convertible into or exchangeable for any of our capital stock, having any
right, preference or privilege superior to or on parity with the Series B Shares
in any respect whether by reclassification or otherwise; (iii) pay any dividends
or distributions on any shares of our capital stock; (iv) amend any of the
provisions of the Certificate of Designation of the Series B Shares; (v) redeem
or declare a dividend with respect to any security; (vi) increase or decrease
the authorized number of shares of Series B Shares; (vii) effect a merger,
consolidation, or business combination or other acquisition involving the
Company (other than solely for the purposes of reincorporation); or (viii)
increase or decrease the authorized number of directors on our Board of
Directors. The foregoing voting provisions shall remain in effect so long as one
holder of our Series B Shares, Leisurecorp LLC, is the owner of record of 25% or
more of the number of Series B Shares that it purchased on December 2006 and May
2007. As a result of its investment in the Series B Shares and the voting
agreements contained in a shareholders agreement Leisurecorp has entered into
with the other holders of the Series B Shares, Leisurecorp LLC owns or controls
the vote of approximately 90% of the currently issued and outstanding Series B
Shares.

         The holders of the Series B Shares have the ability to elect a majority
of our Board of Directors, and we are prohibited from taking certain corporate
actions without the approval of the directors elected by Series B Share holders.

         The holders of a majority of the outstanding Series B Shares have the
right, voting as a separate class, to elect three of our five members of our
board of directors, of which two shall be designated by the holders of a
majority of the outstanding Series B Shares as the "Reviewing Preferred
Directors." Our Board of Directors may not take certain actions, and none of
such actions shall be valid and constitute an action of the Board of Directors
unless such action is approved by a majority of the Board of Directors, which
majority shall include at least one of the Reviewing Preferred Directors. The
actions that must be approved by at least one Reviewing Preferred Director are
as follows: (i) reorganize the Company or voluntarily liquidate, dissolve or
wind up the Company, (ii) incur any new indebtedness or refinance any existing
indebtedness for borrowed money other than trade payables and accrued expenses
incurred in the ordinary course of business and indebtedness not to exceed at
any time $500,000 in the aggregate, (iii) approve, adopt or amend our annual
budget, (iv) incur any capital or operating expenditures (other than purchases
of inventory purchased solely for, and specifically to fill signed purchase
orders) in excess of $50,000 in one or a series of related expenditures, or in
excess of $250,000 in the aggregate unless included in our annual budget
approved by the Board of Directors (including one of the Reviewing Preferred
Directors), (v) hire or fire our Chief Executive Officer, the Chief Financial
Officer, or any of our other officer or employee who, at the time, earns or is
expected to earn a salary (excluding bonuses) of $100,000 or more per year, (vi)
acquire any assets or equity securities of any other business or entity, or sell
any of our assets (other than in the ordinary course of business), in each case
if the transaction value of such acquisition or disposition is greater than
$2,000,000, (vii) issue options or securities except under our stock
compensation, bonus or other compensation plan, (viii) amend our stock
compensation, bonus or other compensation plan, or (ix) enter into a transaction
with a stockholder or an affiliate of ours or of a stockholder of ours. The
foregoing restrictions will remain in effect until the earlier of (a) the date
on which Leisurecorp is the owner of record of less than 25% of the number of
Series B Shares that it purchased on December 29, 2006 and May 8, 2007 pursuant
to the Securities Purchase Agreement, or (b) we meet or exceed the approved
annual budget for two consecutive fiscal years. Under a shareholder agreement
entered into by, among others, the holder of approximately 90% of our currently
outstanding Series B Shares, Leisurecorp LLC has the right to designate both
Reviewing Preferred Directors.

         Our Board of Directors has the right to issue additional series of
preferred stock, the terms of which could adversely affect the value of our
common stock.

         Under our articles of incorporation, our board of directors has the
power, without further action by the holders of our common stock, to designate
the relative rights and preferences of the preferred stock, and to issue the
preferred stock in one or more series as designated by our board of directors.
The designation of rights and preferences could include preferences as to
liquidation, redemption and conversion rights, voting rights, dividends or other
preferences, any of which may be dilutive of the interest of the holders of our
common stock or the preferred stock of any other series. The issuance of
preferred stock may have the effect of delaying or preventing a change in
control of our company without further stockholder action and may adversely
affect the rights and powers, including voting rights, of the holders of our
common stock.

                                       27
<PAGE>

         If securities or industry analysts do not publish research reports
about our business, our stock price and trading volume could decline.

         Small, relatively unknown public companies can achieve visibility in
the trading market through research and reports that industry or securities
analysts publish. However, to our knowledge, no analysts cover our company. The
lack of published reports by independent securities analysts could limit the
interest in our stock and negatively affect our stock price. We do not have any
control over research and reports these analysts publish or whether they will be
published at all. If any analyst who does cover us downgrades our stock, our
stock price would likely decline. If any analyst initiates and then ceases
coverage of our company or fails to regularly publish reports on us, we could
lose visibility in the financial markets or never achieve such visibility, which
in turn could cause our stock price or trading volume to stagnate or decline.

         You may have difficulty selling our shares because they are deemed
"penny stocks."

         Since our Common Stock is not listed on the Nasdaq Stock Market or any
national securities exchange, if the trading price of our Common Stock is below
$5.00 per share, trading in our Common Stock will be subject to the requirements
of certain rules promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These rules require additional disclosures by
broker-dealers in connection with any trades involving a stock defined as a
penny stock. Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally defined as an investor with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with a spouse). For these types of transactions, the
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
the sale. The broker-dealer also must disclose the commissions payable to the
broker-dealer, current bid and offer quotations for the penny stock and, if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Such information
must be provided to the customer orally or in writing before or with the written
confirmation of trade sent to the customer. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements could discourage broker-dealers
from effecting transactions in our common stock, which could severely limit the
market liquidity of the common stock and the ability of holders of the common
stock to sell their shares.

         The market price of our Common Stock may be adversely affected by
market volatility.

         The market price of our Common Stock is likely to be volatile and could
fluctuate widely in response to many factors, including:

         o    announcements of the results of our operations or the operations
              of our competitors,

         o    developments with respect to intellectual property rights,

         o    announcements of technological innovations by us or our
              competitors,

         o    announcements of new services, products or new contracts by us or
              our competitors,

         o    actual or anticipated variations in our operating results due to
              the level of development expenses and other factors,

                                       28
<PAGE>

         o    changes in financial estimates by securities analysts, if any,
              and whether our earnings meet or exceed such estimates,

         o    new accounting standards,

         o    general economic, political and market conditions and other
              factors, and

         o    the occurrence of any of the risks described in this registration
              statement.



ITEM 3.  CONTROLS AND PROCEDURES

         We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports that we file
with, or submit to, the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms and that such information is accumulated and communicated to our
management, including our principal executive and financial officers, as
appropriate, to allow for timely decisions regarding required disclosure. As
required by SEC Rule 15d-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our
principal executive and financial officers, of the effectiveness of the design
and operation of our disclosure controls and procedures as of the end of the
most recent fiscal quarter covered by this report. Based on the foregoing, our
principal executive and financial officers concluded that our disclosure
controls and procedures are effective to ensure that the information required to
be disclosed in our reports filed or submitted under the Exchange Act is
recorded, processed and reported within the time periods specified in the SEC's
rules and forms and that such information is accumulated and communicated to our
management, including our principal executive and financial officers, as
appropriate, to allow for timely decisions regarding required disclosure.

         There has been no change in our internal control over financial
reporting during our most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings

On August 1, 2007, CCG Investor Relations, Inc. ("CCG"), filed a complaint
against the Company., in the Los Angeles Superior Court for alleged breach of
contract. CCG claims that the Company breached a consulting agreement by failing
to pay monthly consulting fees, and claims $101,470.00 in damages. On September
27, 2007, the Company filed an answer to the complaint, generally denying
liability, and asserting various affirmative defenses. The Company plans to
defend the action vigorously, and contends that the consulting agreement could
be, and was properly, terminated.


                                       29
<PAGE>

Item 2.    Unregistered Sales of Equity and Use of Proceeds

Common Stock:  We issued the following shares of common stock in the quarter
ended September 30, 2007

         o    On August 23, 2007, we issued 6,000,000 shares valued at $480,000
              in relation to the acquisition of another company;

         o    On September 15, 2007, we issued 32,258 shares valued at $3,226
              in settlement of outstanding indebtedness;

         o    On September 28, 2007, we issued 125,000 shares valued at $10,125
              for services rendered.

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 6. Exhibits


Exhibit Number    Description
31.1              Certification of the Chief Executive Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act
31.2              Certification of the Chief Financial Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act
32.1              Certification of the Chief Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act
32.1              Certification of the Chief Financial Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act


                                       30
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      GPS INDUSTRIES, INC.

Date:  November 19, 2007              By: /s/ ROBERT C. SILZER, SR.
                                          -------------------------
                                          Robert C. Silzer, Sr.,
                                          Chief Executive Officer


Date:  November 19, 2007              By: /s/ JOSEPH MILLER
                                          -------------------------
                                          Joseph Miller
                                          Chief Financial Officer