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

                                   FORM 10-QSB

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

                  For the Quarterly Period Ended June 30, 2004

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

              For the transition period from _________ to _________

                         Commission File Number: 0-25963

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



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


    5500 - 152nd Street, Suite 214, Surrey, British Columbia, Canada V3S-8E7
                    (Address of principal executive offices)

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

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

As of July 29, 2004, the Company had 170,989,711 shares of Class A common stock
issued and outstanding.

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

Documents incorporated by reference: None.


<PAGE>

                      GPS INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX

PART I.   FINANCIAL INFORMATION

  Item 1.  Financial Statements

         Consolidated Balance Sheet - June 30, 2004 (Unaudited)

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

         Consolidated Statements of Operations (Unaudited) -
           Six Months Ended June 30, 2004 and 2003

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

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

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

  Item 3.  Controls and Procedures

PART II.  OTHER INFORMATION

  Item 1.  Legal proceedings

  Item 2.  Changes in Securities and Use of Proceeds

  Item 3.  Defaults Upon Senior Securities

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

  Item 5.  Exhibits and Reports on Form 8-K


SIGNATURES

<PAGE>
                               GPS INDUSTRIES INC.

                           CONSOLIDATED BALANCE SHEET

                                  June 30, 2004
                                   (Unaudited)

                                     Assets

Current
     Cash                                                         $      11,662
     Accounts receivable                                                 65,116
     Inventory                                                        1,148,301
     Prepaid expenses and other current assets                           50,045
                                                                   -------------
                                Total Current Assets                  1,275,124

Property and equipment, net                                             144,136

International patents                                                   280,000
                                                                   -------------
                                                                  $   1,699,260
                                                                   =============

                     Liabilities and Stockholders' Deficit

Current liabilities
     Bank indebtedness                                            $   2,349,196
     Bank loan                                                           29,075
     Short term loans                                                 1,649,893
     Loan payable in default                                            592,500
     Accounts payable and accrued liabilities                         1,879,397
     Convertible loans                                                  240,000
     Promissory notes - related parties                                 616,924
                                                                     -----------
                                                                      7,356,985
   Liabilities related to discontinued operations
   (Chapter 7 proceedings filed in 2002)
     Promissory note payable                                          1,569,757
     Accounts payable and accrued liabilities                         2,193,836
     Loans payable to related parties                                   258,000
     Capital lease obligations ( in default)                             29,467
                                                                   -------------
                                                                      4,051,060
                                                                   -------------
     Total current liabilities                                       11,408,045
                                                                   -------------

Convertible debt                                                        545,869

Stockholders' deficit:
     Preferred stock, $.001 par value, 25,000,000 authorized
      Issued and outstanding, none                                            -
     Class A common stock, $.001 par value, 250,000,000 authorized
      165,425,401 issued and outstanding                                165,525
     Accumulated other comprehensive income                             722,295
     Deferred compensation expense                                    ( 788,422)
     Subscriptions receivable                                           ( 5,888)
     Additional paid-in capital                                      26,494,491
     Accumulated deficit                                           ( 36,842,655)
                                                                   -------------
                         Total Stockholder's Deficit               ( 10,254,654)
                                                                   -------------
                                                                  $   1,699,260
                                                                   =============

          See accompanying notes to consolidated financial statements

<PAGE>
                               GPS INDUSTRIES INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS


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

Revenue                                     $   159,924     $         -
                                             --------------  -------------

Cost of Goods Sold                               94,402               -
Installation Costs                               28,261               -
                                             --------------  -------------
 Total                                          122,663               -
                                             --------------  -------------
Gross Profit                                     37,261               -
                                             --------------  -------------

Operating Expenses:
 General and Administrative Expenses            624,141         1,013,902
 Depreciation and amortization                   18,827            12,000
 Sales and marketing                            439,563            13,724
 Engineering and Research and Development       316,997               -
                                             --------------  -------------
                                              1,399,528         1,039,626
                                             -------------  --------------
Loss Before Other Income (Expense)          ( 1,362,267)      ( 1,039,626)
                                             ------------    -------------
Other Income (Expense):
 Finance costs                                 ( 34,125)              -
 Interest expense                              ( 91,886)        ( 112,671)
 Gain (loss) on foreign exchange                 60,354               -
 Gain (loss) on extinguishment of debt          860,850               -
                                             ------------    -------------
                                                795,193         ( 112,671)
                                             ------------    -------------
Net Loss                                  $  (  567,074)  $   ( 1,152,297)
                                            =============    =============
Loss per common share
  - basic and diluted                     $     ( 0.00)   $      ( 0.01)
                                            =============    =============
Weighted average number of
 common shares outstanding
 - basic and diluted                         157,808,811       90,159,157
                                            =============    =============

          See accompanying notes to consolidated financial statements

<PAGE>

                               GPS INDUSTRIES INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS


                                                  For the Six Months
                                                    Ended June 30,
                                             -----------------------------
                                                 2004            2003
                                             --------------  -------------
                                             (Unaudited)       (Unaudited)

Revenue                                     $ 1,000,234     $         -
                                             --------------  -------------

Cost of Goods Sold                              700,763               -
Installation Costs                              174,279               -
                                             --------------  -------------
  Total                                         875,042               -
                                             --------------  -------------
Gross Profit                                    125,192               -
                                             --------------  -------------

Operating Expenses:
 General and Administrative Expenses          1,102,223         1,274,356
 Depreciation and amortization                   35,822            49,395
 Sales and marketing                            701,705            30,011
 Engineering and Research and Development       566,833               -
                                             --------------  -------------
                                              2,406,583         1,353,762

Loss Before Other Income (Expense)          ( 2,281,391)      ( 1,353,762)
                                             ------------    -------------
Other Income (Expense):
 Finance costs                                 ( 57,780)         ( 50,331)
 Interest expense                             ( 133,130)        ( 206,871)
 Gain on foreign exchange                        69,129               -
 Gain on extinguishment of debt               1,104,739               -
                                             ------------    -------------
                                                982,958         ( 257,202)
                                             ------------    -------------
Net Loss                                  $ ( 1,298,433)  $   ( 1,610,964)
                                            =============    =============
Loss per common share
  - basic and diluted                         $ ( 0.01)       $ ( 0.02)
                                            =============    =============
Weighted average number of
 common shares outstanding
 - basic and diluted                         155,043,822       87,917,531
                                            =============    =============

          See accompanying notes to consolidated financial statements

<PAGE>

                               GPS INDUSTRIES INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                         For the Six Months
                                                            Ended June 30,
                                                   -----------------------------
                                                         2004            2003
                                                   --------------  -------------
                                                     (Unaudited)     (Unaudited)

Cash Flow From Operating Activities:
 Net loss from operations                         $  (1,298,433)  $ ( 1,610,964)

 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation and amortization                         35,822          49,395
   Amortization of deferred compensation                112,628               -
   Inventory impairment                                       -         103,818
   Gain on extinguishment of debt                    (1,104,740)              -
   Expenses paid by issuance of stock                   243,040               -
   Stock based compensation                                   -         979,894
   Interest converted to stock                            2,940          26,193
   Finance charges converted to stock                    20,000          50,331
   Amortization of finance costs                         26,000               -

  Changes in operating assets and liabilities:
   Inventories                                         (611,678)      ( 192,583)
   Accounts Receivable                                  (65,116)        ( 7,982)
   Prepaid expenses and deposits                         22,769          42,303
   Deferred implementation costs                        105,985               -
   Accounts payable and accrued liabilities             325,047          81,651
                                                   --------------  -------------
Net Cash Used In Operating Activities               ( 2,185,736)      ( 477,944)
                                                   --------------  -------------

Cash Flow From Investing Activities:
 Purchase of property and equipment                   ( 106,150)        ( 1,529)
                                                   --------------  -------------
Net Cash Flow From (Used In) Investing Activities     ( 106,150)        ( 1,529)
                                                   --------------  -------------

Cash Flow From Financing Activities:
 Borrowings on short term loans                       1,455,941        ( 20,164)
 Repayments of bank loan                                (12,637)              -
 Borrowings under bank indebtedness                     852,334          57,171
 Repayments of loans from related parties                (6,112)       ( 76,664)
 Borrowing on convertible loans                          10,655         464,073
                                                   --------------  -------------
Net Cash Flow From Financing Activities               2,300,181         424,416
                                                   --------------  -------------
Net Increase (Decrease) In Cash                           8,295        ( 55,057)

Cash, Beginning of Period                                 3,367          66,852
                                                   --------------  -------------
Cash, End of Period                               $      11,662   $      11,795
                                                   ==============  =============


           See accompanying notes to consolidated financial statements

<PAGE>
                     GPS Industries, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
            Three Months and Six Months Ended June 30, 2004 and 2003
                                  (Unaudited)

1. Organization and Basis of Presentation

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

The interim consolidated financial statements are unaudited, but in the opinion
of management of the Company, contain all adjustments, which include normal
recurring adjustments, necessary to present fairly the financial position at
June 30, 2004, the results of operations for the three months and six months
ended June 30, 2004 and 2003, and the cash flows for the six months ended June
30, 2004 and 2003.

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

Business - The Company is involved in the development of golf course management
technology. The Company has developed a hand-held product using Global
Positioning Satellite ("GPS") technology. At June 30, 2004, substantially all of
the Company's assets and operations were located in Canada.

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

During the three months ended December 31, 2002, the Company's wholly-owned
subsidiary, Inforetech Golf Technology 2000 Inc., ceased operations and filed a
petition for relief under Chapter 7 of the United States Bankruptcy Code on
December 19, 2002, which was subsequently granted (see Note 3).

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 3).

<PAGE>

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

The results of operations for the three months and six months ended June 30,
2004 are not necessarily indicative of the results of operations to be expected
for the full fiscal year ending December 31, 2004.

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.

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 June 30, 2004 and December 31, 2003. The
commercialization of the Company's technology is dependent on the Company's
ability to successfully finance its cash requirements through a combination of
equity financings, sales of it's GPS systems and payments from potential
strategic partners. The Company's independent certified public accountants, in
their independent auditors' report on the consolidated financial statements as
of and for the year ended December 31, 2003, have expressed substantial doubt
about the Company's ability to continue as a going concern.

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

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.


<PAGE>

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

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

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

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

2. Debt

In February 2001, the Company received a $1,185,000 loan bearing interest at
LIBOR plus 1% which was collateralized by the Company. The lender cannot be
located at the date of this report and the Company believes this collateral has
been realized. As a result the Company has written off the portion of the loan
liability which it believes represents the amount by which the loan would have
been discounted had the liability become payable. The Company intends to
evaluate the remaining balance of this loan liability in the third quarter 2004,
with the expectation that the remaining balance will be written off. In the six
months ended June 30, 2004 this write off amounted to $592,500. This amount has
been recorded in the Consolidated Statement of Operations as a gain on
extinguishment of debt. The remaining balance of this debt is recorded in
current liabilities as "Loan payable in default" amounting to $592,500.

Effective June 27, 2003, the Company obtained a bank line of credit for
$1,425,000 to fund its operations. As of June 30, 2004, the Company had borrowed
$1,642,808 under this line of credit. The line of credit bears interest at prime
plus 0.5%, is repayable in full on demand and is secured by a one year standby
bank letter of credit for $1,500,000 that was provided by a third party, Hansen
Inc. This standby letter of credit from Hansen Inc. has been renewed for an
additional six months. As consideration for providing the standby bank letter of
credit, the Company issued to Hansen Inc. a common stock purchase warrant to
purchase 1,000,000 shares of the Company's common stock, exercisable $0.10 per
share (a 15% discount to the market price) for a period of three years. The fair
value of this common stock purchase warrant, calculated pursuant to the
Black-Scholes option pricing model, was determined to be $52,000, which is being
charged to operations over the twelve month period beginning July 2003 and
ending June 2004. Accordingly, $26,000 was charged to operations as finance
costs for the six months ended June 30, 2004.


<PAGE>

Effective March 23, 2004,, the Company entered into a Reimbursement Agreement
with Douglas J. Wood, Daniel S. Wood and James Liken (the Secured Party) to have
them secure a new $1.000,000 line of credit to be used for manufacturing
purposes. The security provided was a Letter of Credit from Citicorp North
America Inc. The Company's bankers HSBC Bank Canada provided the Company this
new line of credit on April 29th 2004 based on the security provided. As of June
30, 2004 this line was drawn down in the amount of $727,500. The term was for a
period of 1 year from the date of the agreement. As consideration for the
security provided the Company agreed to pay the Secured Party 1.25% per month of
the maximum amount outstanding in the month, payable 50% in US$ and 50% in
common shares of the Company, issued at a 10% discount to market based on the
seven day average price prior to each quarter end. Additionally the Company
agreed to issue 666,667 warrants to purchase common stock of the Company at
US$0.15 per warrant. The Company also granted the Secured Party a security
interest in all the Company's inventory.

As at June 30, 2004 the Company has $1,649,893 owing on short term notes. These
amounts are repayable on demand and bear interest at varying rates. The Company
has agreed with one lender to convert $1,000,000 of this debt to capital stock
of the Company. This transaction had not been completed as of the date of this
report.

One convertible loan was outstanding as at June 30, 2004, an amount due to The
Shaar fund of $785,869. Effective August 4, 2000, amended by agreement dated
October 29, 2002 the Company entered into a securities purchase agreement with
The Shaar Fund Ltd., relating to the sale of $1,000,000 in principal amount of
8% Convertible Debenture due November 2, 2007 and warrants to purchase up to
100,000 shares of Common Stock. Interest of 8% accrues on this debenture from
September 12, 2000 and is payable quarterly commencing September 30, 2000. The
exercise price of the warrants is $6.25 and they expire on September 12, 2005.
The amending agreement also added interest accrued as at the amendment date of
$166,000 to principal. As at June 30, 2004 the principal amount outstanding is
$886,000 which is offset by unamortized debt discount of $87,383 and unamortized
finance costs of $12,748, giving a net balance of $785,869. This amount is due
to be repaid at $20,000 plus accrued interest per month. Interest has been
accrued on this loan to June 30, 2004 but no repayments were made in the three
months ended June 30, 2004.

In January 2001, the Company entered into two separate promissory notes with
creditors of ProShot. The first note was for $1,274,757 for fees owed to
ProShot's attorneys. The note matures on January 26, 2004 with an interest rate
of 6% per annum, which accrues from October 1, 1998. The second note was for
$295,000, which matured on December 11, 2001 with an interest rate of 12% per
annum. A judgement against the Company has been received in the total amount of
$347,470 including accrued interest which has been recorded by the Company. The
Company is in the process of negotiating an out of court settlement on the basis
of the issuance of shares for full settlement of the debt of this amount. These
shares were issued in July 2004. The total of these two amounts is $1,569,757,
recorded on the balance sheet as "Liabilities related to discontinued operations
- Promissory Note Payable".

<PAGE>

3. Liabilities Related to Discontinued Operations

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

The Company acquired 100% of the equity of ProShot Golf Inc. ("ProShot") on
January 12, 2001. ProShot was a California-based company involved in the
manufacture, marketing, leasing and installation of an integrated GPS system
that was installed directly on golf cours 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.

In conjunction with the ProShot transaction, the Company has recorded loans
payable to related parties of $258,000, promissory notes payable of $1,569,757
and accounts payable and accrued liabilities of $1,054,250. All such liabilities
are included in liabilities related to discontinued operations in the
accompanying condensed consolidated balance sheet.

4. Legal Proceedings

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

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

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

(c) The MWW Group has obtained a judgement against the Company in Washington
State and has had the judgement registered in British Columbia. The amount owing
by the Company is approximately $100,000 plus interest. The Company has reached
an out of court settlement on the basis of part payment and shares for debt, for
which shares have been issued in July 2004. An accrual has been made by the
Company for this amount.

(d) Mr. Ross McKenzie has obtained default judgement against the Company in
Ontario, Canada and has commenced legal proceedings in British Columbia, Canada
seeking to have the Ontario judgement registered in British Columbia as a
judgement of the Supreme Court of British Columbia. The amount of the Ontario
judgement is US$ 347,470. This amount has been accrued by the Company. The
Company has reached an out of court settlement on the basis of shares for debt,
for which shares have been issued in July 2004.

<PAGE>

5. Capital Stock Transactions

Three Months and Six Months Ended June 30, 2004:

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

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

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

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

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

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

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

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

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

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

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

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

6. Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board revised SFAS No. 132,
"Employers Disclosures about Pension and Other Postretirement Benefits. This
statement revises employer's disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans as required by SFAS Nos. 87, 88 or 106. The revision of SFAS No.
132 is effective for financial statements with fiscal years ending after
December 15, 2003. The Company believes that the adoption of the revised SFAS
No. 132 will have no significant impact on its financial statements.

<PAGE>

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

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

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

Overview:

The Company is involved in the development of golf course management technology.
The Company has developed a hand-held product using Global Positioning Satellite
("GPS") technology. At June 30, 2004 and December 31, 2003, substantially all of
the Company's assets and operations were located in Canada. Sales offices are
located in Florida, USA and Australia.

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

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

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

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

As a result of these Chapter 7 bankruptcy filings, the liabilities of such
discontinued subsidiaries have been classified as liabilities of discontinued
operations in the accompanying financial statements. The Company has reached an
out of court settlement on the basis of shares for debt, for which shares have
been issued in July 2004, which will write off a $347,470 promissory note
liability included in these liabilities.

<PAGE>

Going Concern:

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

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

Critical Accounting Policies:

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

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

Revenue recognition

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

Impairment of Long-Lived Assets:

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

Income Taxes:

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


<PAGE>

Results of Operations:

Three Months Ended June 30, 2004 and 2003

Revenue. - Total revenue for the three months ended June 30, 2004 amounted to
$159,924 and is comprised of sales and rentals of the Company's Inforemer
product. The Company did not record any revenue in the three months ended June
30, 2003.

Cost of Goods Sold - Cost of Goods Sold represents the cost of Inforemer
products and related equipment delivered to the customer and installed on the
customer's site. Cost of Goods Sold, including installation costs, for the three
months ended June 30, 2004 was $122,663.

Selling and Marketing Expenses - Selling and marketing expenses were $439,563
for the three months ended June 30, 2004, as compared to $13,724 for the three
months ended June 30, 2003. The increase was attributable to increased sales and
marketing personnel, creation of marketing and promotional materials, attendance
at trade shows, travel and accommodation, advertising and various promotional
costs to introduce the Inforemer product to the marketplace.

General and Administrative Expenses - General and administrative expenses were
$624,141 for the three months ended June 30, 2004, as compared to $1,013,902 for
the three months ended June 30, 2003. This decrease was primarily attributable
to an reduction in stock based compensation for the period.

Engineeering, Research and Development Expenses - Engineeering, research and
development expenses increased to $316,997 for the three months ended June 30,
2004 from $ -0- for the three months ended June 30, 2003. This increase was
attributable to the engineering and development cost of developing the Inforemer
product to the stage of creating sales of the product. These costs comprised
personnel costs, consultants, computer software development costs, travel,
accommodation and service costs.

Depreciation and Amortization - Depreciation and amortization increased by
$6,827 or 57% to $18,827in 2004, as compared to $12,000 in 2003. The Company
acquired the rights to certain international GPS patents in the three months
ended June 30, 2004, these patents are being amortized over a 10 year period.

Loss from Operations - The loss from operations was $1,362,267 for the three
months ended June 30, 2004, as compared to a loss from operations of $1,039,626
for the three months ended June 30, 2003. This increase represents the costs of
commercialization and sale of the Company's products and services in 2004.

Interest Expense - Interest expense decreased by $20,785 or 18% to $91,886 in
2004, as compared to $112,671 in 2003, as a result of a decrease of
interest-bearing debt.

Finance Costs - Finance costs relate to warrants issued in conjunction with the
Company's debt financings and fees paid to third parties who assist in raising
capital for the Company. Prior to 2003, the Company issued warrants in
conjunction with the sale of convertible debentures. The value of these warrants
is recorded as a discount on the convertible debentures and is being amortized
over the term of the respective convertible debenture. The Company issued
warrants in 2003 related to its $1,425,000 bank line of credit. The value of
these warrants was recorded as deferred financing costs and is being amortized
over the one-year term of the bank line of credit. Finance costs increased to
$34,125 in 2004 as compared to $0 in 2003.

Gain on Extinguishment of Debt - Gain on extinguishment of debt increased to
$860,850 in the three months ended June 30, 2004 from $ -0- for the three months
ended June 30, 2003. This gain was comprised of a gain of $296,250 relating to
the partial write off of a debt of the company, $547,680 relating to the issue
of stock in settlement of debt guarantees of discontinued operations and $16,920
arising from the issuance of stock in settlement of debt.

Net Loss - Net loss was $567,074 for the three months ended June 30, 2004, as
compared to a net loss of $1,152,297 for the three months ended June 30, 2003.

<PAGE>

Six Months Ended June 30, 2004 and 2003 -

Revenue - The Company recorded sales revenue for the first time in the six
months ended June 30, 2004. Total revenue amounted to $1,000,234 and is
comprised of sales of the Company's Inforemer product and related service
contract fees, together with fees payable by certain of it's distributors for
distributorship partnership fees and purchase of promotional materials from the
Company. The total revenue from Inforemer products and service contract fees
amounted to $899,234 .

Cost of Goods Sold - Cost of Goods Sold represents the cost of Inforemer
products and related equipment delivered to the customer and installed on the
customer's site. Cost of Goods Sold for the six months ended June 30, 2004 was
$875,042, of which $700,763 represents costs of goods sold and $174,279
represents installation costs.

Selling and Marketing Expenses - Selling and marketing expenses were $701,705
for the six months ended June 30, 2004, as compared to $30,011 for the six
months ended June 30, 2003. The increase was attributable to increased sales and
marketing personnel, creation of marketing and promotional materials, attendance
at trade shows, travel, accommodation, advertising and various promotional costs
to introduce the Inforemer product to the marketplace.

General and Administrative Expenses - General and administrative expenses were
$1,102,223 for the six months ended June 30, 2004, as compared to $1,274,356 for
the six months ended June 30, 2003. This increase was attributable to an
increase in personnel, professional fees and consulting fees, combined with a
reduction in stock based compensation compared to 2003.

Engineeering, Research and Development Expenses - Engineeering, research and
development expenses increased to $566,833 for the six months ended June 30,
2004 from $ -0- for the six months ended June 30, 2003. This increase was
attributable to the engineering and development cost of developing the Inforemer
product to the stage of creating sales of the product. These costs comprised
personnel costs, consultants, computer software development costs, travel and
accommodation and service costs.

Depreciation and Amortization - Depreciation and amortization decreased by
$13,573 or 27% to $35,822 in 2004, as compared to $49,395 in 2003. The Company
acquired the rights to certain international GPS patents in the six months ended
June 30, 2004, these patents are being amortized over a 10 year period

Loss from Operations - The loss from operations was $2,281,391 for the six
months ended June 30, 2004, as compared to a loss from operations of $1,353,762
for the six months ended June 30, 2003.

<PAGE>

Interest Expense - Interest expense decreased by $73,741 or 36% to $133,130 in
2004, as compared to $206,871 in 2003, as a result of a decrease of
interest-bearing debt.

Finance Costs - Finance costs relate to warrants issued in conjunction with the
Company's debt financings and fees paid to third parties who assist in raising
capital for the Company. Prior to 2003, the Company issued warrants in
conjunction with the sale of convertible debentures. The value of these warrants
is recorded as a discount on the convertible debentures and is being amortized
over the term of the respective convertible debenture. The Company issued
warrants in 2003 related to its $1,425,000 bank line of credit. The value of
these warrants was recorded as deferred financing costs and is being amortized
over the one-year term of the bank line of credit. Finance costs increased to
$57,780 in 2004 as compared to $50,331 in 2003.

Gain on Extinguishment of Debt - Gain on extinguishment of debt increased to
$1,104,739 in the six months ended June 30, 2004 from $ -0- for the six months
ended June 30, 2003. This gain was comprised of a gain of $592,500 relating to
the partial write off of a debt of the company, $547,680 relating to the write
off of debt guarantees of discontinued operations and losses amounting to
$35,441 arising from the issuance of stock in settlement of debt.

Net Loss - Net loss was $1,298,433 the six months ended June 30, 2004, as
compared to a net loss of $1,610,964 for the six months ended June 30, 2003.
This reduction is a reflection of the gain on extinguishment of debt and the
recording of revenue for the period to offset expenses.

Liquidity and Capital Resources - June 30, 2004:

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

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

Operating Activities - The Company's operations utilized cash of $2,185,736
during the six months ended June 30, 2004, as compared to $477,944 during the
six months ended June 30, 2003. The increase in cash utilized in operations in
2004 as compared to 2003 was primarily a result of an increase in inventories
and accounts receivable, together with expenses incurred in developing the
Inforemer to a marketable product and introducing the product to the market.

At June 30, 2004, cash increased by $8,295 to $11,662, as compared to $3,367 at
December 31, 2003.

<PAGE>

The Company had a working capital deficit of $10,132,921 at June 30, 2004, as
compared to a working capital deficit of $10,082,967 at December 31, 2003. At
June 30, 2004 and December 31, 2003, a substantial portion of the Company's
current liabilities consist of loans in default and liabilities with respect to
discontinued operations.

Investing Activities - Net cash used in investing activities was $106,150 and
$1,529 for the six months ended June 30, 2004 and 2003, respectively, consisting
of the purchase of property and equipment.

Financing Activities - Net cash provided by financing activities was $2,300,181
for the six months ended June 30, 2004, as compared to $424,416 for the six
months ended June 30, 2003. During the six months ended June 30, 2004 , the
Company made payments on loans of $12,637 and loans from related parties of
$6,112. During the six months ended June 30, 2004, the Company received proceeds
from borrowing on convertible loans of $10,655 and proceeds from bank borrowings
and short term loans of $2,308,275.

Effective June 27, 2003, the Company obtained a bank line of credit for
$1,425,000 to fund its operations. As of June 30, 2004, the Company had borrowed
$1,642,808 under this line of credit. The line of credit bears interest at prime
plus 0.5%, is repayable in full on demand and is secured by a one year standby
bank letter of credit for $1,500,000 that was provided by a third party, Hansen
Inc. This standby letter of credit from Hansen Inc. has been renewed for an
additional six months. As consideration for providing the standby bank letter of
credit, the Company issued to Hansen Inc. a common stock purchase warrant to
purchase 1,000,000 shares of the Company's common stock, exercisable $0.10 per
share (a 15% discount to the market price) for a period of three years. The fair
value of this common stock purchase warrant, calculated pursuant to the
Black-Scholes option pricing model, was determined to be $52,000, which is being
charged to operations over the twelve month period beginning July 2003 and
ending June 2004. Accordingly, $26,000 was charged to operations as finance
costs for the six months ended June 30, 2004.

Effective March 23, 2004,, the Company entered into a Reimbursement Agreement
with Douglas J. Wood, Daniel S. Wood and James Liken (the Secured Party) to have
them secure a new $1.000,000 line of credit to be used for manufacturing
purposes. The security provided was a Letter of Credit from Citicorp North
America Inc. The Company's bankers HSBC Bank Canada provided the Company this
new line of credit on April 29th 2004 based on the security provided. As of June
30, 2004 this line was drawn down in the amount of $727,500. The term was for a
period of 1 year from the date of the agreement. As consideration for the
security provided the Company agreed to pay the Secured Party 1.25% per month of
the maximum amount outstanding in the month, payable 50% in US$ and 50% in
common shares of the Company, issued at a 10% discount to market based on the
seven day average price prior to each quarter end. Additionally the Company
agreed to issue 666,667 warrants to purchase common stock of the Company at
US$0.15 per warrant. The Company also granted the Secured Party a security
interest in all the Company's inventory.

<PAGE>

In February 2001, the Company received a $1,185,000 loan bearing interest at
LIBOR plus 1% which was collateralized by the Company. The lender cannot be
located at the date of this report and the Company believes this collateral has
been realized. As a result the Company has written off the portion of the loan
liability which it believes represents the amount by which the loan would have
been discounted had the liability become payable. The Company intends to
evaluate the remaining balance of this loan liability in the third quarter 2004,
with the expectation that the remaining balance will be written off. In the six
months ended June 30, 2004 this write off amounted to $592,500. This amount has
been recorded in the Consolidated Statement of Operations as a gain on
extinguishment of debt. The remaining balance of this debt is recorded in
current liabilities as "Loan payable in default" amounting to $592,500.

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

Recent Accounting Pronouncements:

In December 2003, the Financial Accounting Standards Board revised SFAS No. 132,
"Employers Disclosures about Pension and Other Postretirement Benefits. This
statement revises employer's disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans as required by SFAS Nos. 87, 88 or 106. The revision of SFAS No.
132 is effective for financial statements with fiscal years ending after
December 15, 2003. The Company believes that the adoption of the revised SFAS
No. 132 will have no significant impact on its financial statements.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

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

(b) Changes in Internal Controls

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

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The MWW Group obtained a judgement against the Company in Washington State and
has had the judgement registered in British Columbia. The amount owing by the
Company is approximately $100,000 plus interest. An accrual has been made by the
Company for this amount. The Company has reached an out of court settlement on
the basis of part payment and shares for debt, for which shares have been issued
in July 2004.

Mr. Ross McKenzie obtained default judgement against the Company in Ontario,
Canada and has commenced legal proceedings in British Columbia, Canada seeking
to have the Ontario judgement registered in British Columbia as a judgement of
the Supreme Court of British Columbia. The amount of the Ontario judgement is
US$ 347,470. This amount has been accrued by the Company. The Company has
reached an out of court settlement on the basis of shares for debt, for which
shares have been issued in July 2004.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the six months ended June 30, 2004 the Company issued a total of
14,633,752 shares of common stock, valued at a market value of $1,369,539. Of
these, 2,462,761 shares were issued for services rendered valued at a market
value of $250,183, 8,361,759 shares were issued in settlement of debt valued at
a market value of $816,417, 3,500,000 shares were issued to acquire patent
rights valued at a market value of $280,000, 23,518 shares were issued to pay
interest of $2,940 and 285,714 shares were issued to pay financing costs valued
at a market value of $20,000. All such securities were issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended, under Section 4 (2) and regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

(b) Reports on Form 8-K

Six Months Ended June 30, 2004: None

<PAGE>


                                   SIGNATURES

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

                              GPS INDUSTRIES, INC.
                                  (Registrant)


                                       /s/ ROBERT C. SILZER, SR.
Date:  August 16, 2004          By:  ___________________________
                                       Robert C. Silzer, Sr.
                                       Chief Executive Officer
                                       (Duly Authorized Officer)



                                       /s/ GEORGE DORIN.
Date:  August 16, 2004          By:  ___________________________
                                       George Dorin.
                                       Chief Financial Officer
                                       (Duly Authorized Officer)