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 March 31, 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 May 13, 2004, the Company had 152,936,500 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 - March 31, 2004 (Unaudited)

         Consolidated Statements of Operations (Unaudited) -
          Three Months Ended March 31, 2004 and 2003

         Consolidated Statements of Cash Flows (Unaudited) -
          Three Months Ended March 31, 2004 and 2003

         Notes to Consolidated Financial Statements (Unaudited) -
          Three Months Ended March 31, 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

                                 March 31, 2004
                                  (Unaudited)

                                     Assets

Current:
     Cash                                                         $      54,820
     Accounts receivable                                                236,124
     Inventories                                                        707,921
     Prepaid expenses and other current assets                           61,887
                                                                   -------------
                                Total Current Assets                  1,060,752

Property and equipment, net                                              89,283
                                                                   -------------
                                                                  $   1,150,035
                                                                   =============


                     Liabilities and Stockholders' Deficit

Current liabilities:
     Bank indebtedness                                            $   1,746,601
     Bank loan                                                           29,075
     Short term loans                                                   723,332
     Loan payable in default                                            888,750
     Accounts payable and accrued liabilities                         3,115,249
     Convertible loans                                                  268,910
     Promissory notes - related parties                                 617,952
                                                                   -------------
                                                                      7,389,869
    Liabilities related to discontinued operations
     (Chapter 7 proceedings filed in 2002):
     Debt guaranteed                                                  1,118,000
     Promissory note payable                                          1,569,757
     Accounts payable and accrued liabilities                         1,054,250
     Loans payable to related parties                                   258,000
     Capital lease obligations ( in default)                             29,467
                                                                   -------------
                                                                      4,029,474
                                                                   -------------
                                Total current liabilities            11,419,343
                                                                   -------------
Convertible debt                                                        545,869

Stockholders' deficit:
     Class A common stock, $.001 par value,
     250,000,000 authorized
      152,936,500 issued and outstanding                                152,936
     Accumulated other comprehensive income                             722,295
     Deferred compensation expense                                    ( 844,736)
     Subscriptions receivable                                           ( 5,888)
     Additional paid-in capital                                      25,435,799
     Accumulated deficit                                           ( 36,275,583)
                                                                   -------------
     Total Stockholder's Deficit                                   ( 10,815,177)
                                                                   -------------
                                                                  $   1,150,035
                                                                   =============

          See accompanying notes to consolidated financial statements


<PAGE>

                               GPS INDUSTRIES INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                            For the Three Months Ended March 31,
                                                                            ------------------------------------
                                                                                  2004                 2003
                                                                            -----------------  -----------------
                                                                               (Unaudited)         (Unaudited)
<S>                                                                       <C>                <C>
Revenue                                                                   $          840,310 $             -

Cost of Goods Sold                                                                   752,379               -
                                                                            -----------------  -----------------
Gross Profit                                                                          87,931               -
                                                                            -----------------  -----------------
Operating Expenses:
      Administration                                                                 478,082         260,454
      Depreciation and amortization                                                   16,995          37,395
      Sales and marketing                                                            262,142          16,287
      Engineering and Research and Development                                       249,836               -
                                                                            -----------------  -----------------
                                                                                   1,007,055         314,136

Loss Before Other Income (Expense)                                                 ( 919,124)      ( 314,136)
                                                                            -----------------  -----------------
Other Income (Expense):
      Finance costs                                                                 ( 23,655)       ( 50,331)
      Interest expense                                                              ( 41,244)       ( 94,200)
      Gain (loss) on foreign exchange                                                  8,775               -
      Gain (loss) on extinguishment of debt                                          243,889               -
                                                                            -----------------  -----------------
                                                                                     187,765        ( 144,531)
                                                                            -----------------  -----------------

Net Loss                                                                   $       ( 731,359) $     ( 458,667)
                                                                            =================  =================

Loss per common share - basic and diluted                                  $         ( 0.00)  $       ( 0.01)
                                                                            =================  =================

Weighted average number of common shares outstanding -
      basic and diluted                                                          152,248,110       80,324,400
                                                                            =================  =================
</TABLE>

          See accompanying notes to consolidated financial statements


<PAGE>

                               GPS INDUSTRIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                       For the Three Months Ended March 31,
                                                                                       ------------------------------------
                                                                                            2004                 2003
                                                                                       -----------------  -----------------
                                                                                          (Unaudited)         (Unaudited)
Cash Flow From Operating Activities:
<S>                                                                                  <C>        <C>      <C>     <C>
     Net loss from operations                                                        $        ( 731,359) $     ( 458,667)
     Adjustments to reconcile net loss to
      net cash used in operating activities:
           Depreciation and amortization                                                         16,995           37,395
           Loan payable in default                                                            ( 296,250)               -
           Amortization of deferred compensation                                                 56,314                -
           Inventory impairment                                                                       -          103,818
           Loss on extinguishment of debt                                                        52,361                -
           Expenses paid by issuance of stock                                                   104,068                -
           Interest converted to stock                                                            2,940           26,193
           Finance charges converted to stock                                                         -           50,331
           Amortization of finance costs                                                         13,000           35,000

      Changes in operating assets and liabilities:
           Inventories                                                                        ( 171,298)               -
           Accounts Receivable                                                                ( 236,124)         ( 2,018)
           Prepaid expenses and deposits                                                         10,927           18,191
           Deferred implementation costs                                                        105,985                -
           Accounts payable and accrued liabilities                                             421,312           10,027
                                                                                       -----------------  -----------------
Net Cash Used In Operating Activities                                                         ( 651,129)       ( 179,730)
                                                                                       -----------------  -----------------
Cash Flow From Investing Activities
           Purchase of property and equipment                                                  ( 32,471)         ( 1,574)
                                                                                       -----------------  -----------------
Net Cash Flow Used In Investing Activities                                                     ( 32,471)         ( 1,574)
                                                                                       -----------------  -----------------
Cash Flow From Financing Activities
           Borrowings on short term loans                                                       479,380                -
           Repayments of bank loan                                                              (12,637)         ( 6,353)
           Borrowings under bank indebtedness                                                   262,739                -
           Repayments of loans from related parties                                              (5,084)        ( 61,936)
           Borrowing on convertible loans                                                        10,655          222,000
                                                                                       -----------------  -----------------
Net Cash Flow From Financing Activities                                                         735,053          153,711
                                                                                       -----------------  -----------------
Net Increase (Decrease) In Cash                                                                  51,453         ( 59,939)

Cash, Beginning Of Period                                                                         3,367           66,852
                                                                                       -----------------  -----------------
Cash, End Of Period                                                                  $           54,820  $         6,913
                                                                                       =================  =================

Non-Cash Investing And Financing Activities:
      Common stock issued to settle debt                                             $          191,250  $            -
                                                                                       =================  =================
      Common stock issued for services                                               $          104,068  $        ( 750)
                                                                                       =================  =================

</TABLE>

          See accompanying notes to consolidated financial statements


<PAGE>

                      GPS Industries, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2004 and 2003


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
March 31, 2004, the results of operations for the three months ended March 31,
2004 and 2003, and the cash flows for the three months ended March 31, 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 March 31, 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 ended March 31, 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 ended March 31, 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 March 31, 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 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.

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

<PAGE>

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%. The interest is payable semi-annually with the first payment due
August 1, 2001. The Company did not make this payment. The loan matures on
February 28, 2006 but can be extended for a period of two years, upon the
payment of a fee of $11,850. The loan is collateralized by 2,044,000 shares of
the Company. These shares were loaned to the Company by a number of its
shareholders. A finder's fee of $47,400, with respect to this loan, was deducted
from the initial amount paid over to the Company. A further finder's fee of
$47,400 is payable to a third party and has not yet been paid at the time of
this filing. As at the date of filing, the Company has not made the interest
payment due on the loan on August 1, 2001. The Company is therefore in default
of the loan agreement. Since the loan is now in default, the Company has
classified the loan as a current liability in these financial statements. The
Company is disputing this liability. The Company believes that shares held as
collateral may have been sold. The lender cannot be located at the date of this
report. As a result of this dispute and because the lender cannot be located the
Company intends to write off this loan liability in 2004 at the rate of 25% of
the balance per quarter. In the three months ended March 31, 2004 this write off
amounted to $296,250. This amount has been recorded in the Consolidated
Statement of Operations as a gain on extinguishment of debt.

<PAGE>

Effective June 27, 2003, the Company obtained a bank line of credit for
$1,425,000 to fund its operations. As of March 31, 2004, the Company had
borrowed $1,746,601 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. 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, $13,000 was charged to operations as finance costs for the
three months ended March 31, 2004.

As at March 31, 2004 the Company has $723,332 owing on short term notes. These
amounts are repayable on demand and bear interest at varying rates.

Two convertible loans were outstanding as at March 31, 2004. Amount due to The
Shaar fund of $785,869 and an amount due to LaJolla investments of $28,910.

         The Shaar fund

         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 March 31, 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.

La Jolla has obtained a judgement  against the Company,  $28,910 was owing as at
March 31, 2004.

In January 2001, the Company entered into two separate promissory notes with
creditors of ProShot. The first note was for $1,274,758 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 debt for this
amount.

<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 $1,199,540
with respect to this discontinued operation, which are included in liabilities
related to discontinued operations in the accompanying condensed consolidated
balance sheets.

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 aggregate
guarantees outstanding of $1,118,000, consisting of $1,000,000 of bank debt
guaranteed and an additional $118,000 of debt guaranteed personally by a
director of the Company. In addition, the Company has recorded loans payable to
related parties of $258,000, promissory notes payable of $1,569,567 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 sheets.

4.  Legal Proceedings

At March 31, 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) Lawsuits have been threatened by certain investors who guaranteed certain
ProShot bank debt alleging, among other things, that the Company failed to issue
shares of the Company's common stock to the guarantors. The Company is
evaluating this matter.

<PAGE>

(c) La Jolla Cove Investors, Inc. has received a judgment against the Company
for $118,174, of which the Company has paid $25,329. A settlement has been
reached with La Jolla Investments and the Company has issued stock to settle
part of this debt. At March 31, 2004 an amount of $28,910 was still outstanding.

(d) 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.

(e) 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 is currently
seeking an out of court settlement on the basis of shares for debt. An accrual
has been made by the Company for this amount.

5. Capital Stock Transactions

Three Months Ended March 31, 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.

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 March 31,
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 March 31, 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 March 31, 2004 and December 31, 2003, substantially all
of the Company's assets and operations were located in Canada.

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 has recognized revenues from the sale of its GPS systems for the
first time in the three months ended March 31, 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.

<PAGE>

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.

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 March 31, 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 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.

<PAGE>

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 March 31, 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.

Results of Operations:

Three Months Ended March 31, 2004 and 2003 -

Revenue. The Company recorded revenue from it's Inforemer products for the first
time in the three months ended March 31, 2004. Total revenue amounted to
$840,310 and is comprised of sales of it'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 $739,310.

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 three months ended March 31, 2004 was $752,379.

Selling and Marketing Expenses. Selling and marketing expenses were $262,142 for
the three months ended March 31, 2004, as compared to $16,287 for the three
months ended March 31, 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.

<PAGE>

General and Administrative Expenses. General and administrative expenses were
$478,082 for the three months ended March 31, 2004, as compared to $260,454 for
the three months ended March 31, 2003. This increase was attributable to an
increase in personnel, professional fees and consulting fees.

Engineeering, Research and Development Expenses. Engineeering, research and
development expenses increased to $249,836 for the three months ended March 31,
2004 from $ -0- for the three months ended March 31, 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
$20,400 or 54.5% to $16,995 in 2004, as compared to $37,395 in 2003.

Loss from Operations. The loss from operations was $919,124 for the three months
ended March 31, 2004, as compared to a loss from operations of $314,136 for the
three months ended March 31, 2003.

Interest Expense. Interest expense decreased by $52,956 or 56.2% to $41,244 in
2004, as compared to $94,200 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. 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 decreased to
$23,655 in 2004 as compared to $50,331 in 2003.

Gain on Extinguishment of Debt. Gain on extinguishment of debt increased to
$243,889 in the three months ended March 31, 2004 from $ -0- for the three
months ended March 31, 2003. This gain was comprised of a gain of $296,250
relating to the partial write off of a debt of the company and losses amounting
to $52,361 arising from the issuance of stock in settlement of debt.

Net Loss. Net loss was $731,359 the three months ended March 31, 2004, as
compared to a net loss of $458,667 for the three months ended March 31, 2003.

<PAGE>

Liquidity and Capital Resources - March 31, 2004:

During the last few years, the Company has relied on the proceeds from loans
from both unrelated and related parties, capital leases, and the sale of
convertible debentures and common stock to provide the resources necessary to
develop its business plan. 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).

Operating Activities. The Company's operations utilized cash of $651,129 during
the three months ended March 31, 2004, as compared to $179,730 during the three
months ended March 31, 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.

At March 31, 2004, cash increased by $51,453 to $54,820, as compared to $3,367
at December 31, 2003.

The Company had a working capital deficit of $10,358,591 at March 31, 2004, as
compared to a working capital deficit of $10,082,967 at December 31, 2003. At
March 31, 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 $32,471 and
$1,574 for the three months ended March 31, 2004 and 2003, respectively,
consisting of the purchase of property and equipment.

Financing Activities. Net cash provided by financing activities was $735,053 for
the three months ended March 31, 2004, as compared to $153,711 for the three
months ended March 31, 2003. During the three months ended March 31, 2004 , the
Company made payments on loans of $12,637 and loans from related parties of
$5,084. During the three months ended March 31, 2004, the Company received
proceeds from borrowing on convertible loans of $10,655 and proceeds from bank
borrowings and short term loans of $742,119.

Effective June 27, 2003, the Company obtained a bank line of credit for
$1,425,000 to fund its operations. As of March 31, 2004, the Company had
borrowed $1,746,601 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. 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, $13,000 was charged to operations as finance costs for the
three months ended March 31, 2004.

<PAGE>

In February 2001, the Company received a $1,185,000 loan bearing interest at
LIBOR plus 1%. The interest is payable semi-annually with the first payment due
August 1, 2001. The Company did not make this payment. The loan matures on
February 28, 2006 but can be extended for a period of two years, upon the
payment of a fee of $11,850. The loan is collateralized by 2,044,000 shares of
the Company. These shares were loaned to the Company by a number of its
shareholders. A finder's fee of $47,400, with respect to this loan, was deducted
from the initial amount paid over to the Company. A further finder's fee of
$47,400 is payable to a third party and has not yet been paid at the time of
this filing. As at the date of filing, the Company has not made the interest
payment due on the loan on August 1, 2001. The Company is therefore in default
of the loan agreement. Since the loan is now in default, the Company has
classified the loan as a current liability in these financial statements. The
Company is disputing this liability. The Company believes that shares held as
collateral may have been sold. The lender cannot be located at the date of this
report. As a result of this dispute and because the lender cannot be located the
Company intends to write off this loan liability in 2004 at the rate of 25% of
the balance per quarter. In the three months ended March 31, 2004 this write off
amounted to $296,250. This amount has been recorded in the Consolidated
Statement of Operations as a gain on extinguishment of debt.

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

None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2004 the Company issued a total of
2,044,851 shares of common stock, valued at a market value of $298,258. 771,333
shares were issued for a signing bonus and services rendered valued at a market
value of $104,068. 23,518 shares were issued as payment of short term interest
valued at a market value of $2,940. 1,250,000 shares were issued in settlement
of debt, valued at a market value of $191,250.

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

Three Months Ended March 31, 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:  May 14, 2004          By:  ___________________________
                                       Robert C. Silzer, Sr.
                                       Chief Executive Officer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)

<PAGE>



                                INDEX TO EXHIBITS



Exhibit
Number   Description of Document
------   -----------------------

31       Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32       Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002