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

                                   FORM 10-KSB

 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                         ACT OF 1934 [NO FEE REQUIRED]

    For the transition period from _____________ to _____________ Commission
                               file number 0-25963

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

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

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

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

        Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $.001 per share

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s)), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No

<PAGE>

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

Revenues for the fiscal year ended December 31, 2003 were $0.

The aggregate market value of the Common Stock held by non-affiliates of the
registrant as of December 31, 2003 was approximately $18.11 million.

Registrant had 153,315,500 shares of Common Stock, $.001 par value per share,
outstanding as of March 29, 2004.

Documents Incorporated by Reference to the extent indicated herein: None


<PAGE>

                                TABLE OF CONTENTS

PART I
Item  1. Description of Business                                 4
Item  2. Properties                                              6
Item  3. Legal Proceedings                                       6
Item  4. Submission of Matters to a Vote of Security Holders     7

PART II
Item  5. Market for Common Equity and Related Shareholder
         Matters                                                 7
Item  6. Management's Discussion and Analysis or Plan of
         Operations                                              9
Item  7. Financial Statements                                   11, F-1 to F-19
Item  8. Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                    12
Item  8a. Controls and Procedures                               12

PART III
Item  9. Directors and Executive Officers of the
         Registrant                                             12
Item 10. Executive Compensation                                 14
Item 11. Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder                14

PART IV
Item 12. Certain Relationships and Related Transactions         15
Item 13. Exhibits and Reports on Form 8-K                       16
Item 14. Principal Accountant Fees and Services                 17

Signatures


                                        3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Originally founded in 1995 and publicly traded since January 2000, GPS
Industries Inc., ("GPSI" or the "Company"), formerly named Inforetech Wireless
Technology Inc., ("IWTI"), is engaged in the design, development, and
manufacture of its Inforemer line of products and other recreational devices
that all utilize a patented combination of Global Positioning Systems ("GPS"),
two way messaging systems and internet technology.

GPSI plans to expand into other recreational areas as opportunities continue to
materialize. However its main current emphasis is focused on the golf industry
with the goal of becoming a premier supplier of GPS based information systems to
the international golfing and recreational arena.

Providing GPS based information to the golf industry represents an opportunity
in that it provides for a high-tech need driven solution to the growing problems
of course traffic, congestion and crowding and subsequent need for streamlining
the play and pace of each game, to improve management efficiencies with
potential advantages of maximizing income potential.

The Company's product line offers the potential to increase revenues for each
golf course, but may result in substantial savings of expenses and at the same
time offers additional enjoyment and satisfaction to patrons.

Another important aspect of GPS Informer based systems is the potential ease and
speed of installation and subsequent initialization of courses that have elected
to be implemented. Financing can also be made available, to maintain competitive
rates for enhanced play.

The Company's flagship product is the Inforemer(R). In addition to providing
precision guidance around courses and delivering pin point accuracy locations at
all times, as part of its economic model, it creatively serves a dual purpose by
providing full golf course management, effectively monitoring pace-of-play
issues, increasing course revenues and profits, while providing a digital caddy
and communications quality of the golfing experience as a whole by placing
functionality, convenience and user-friendliness at the user's fingertips. The
Company's mission is to achieve and maintain a leading position as the
international developer and provider of GPS based golf enhancement devices that
can also extend to many other GPS based recreational endeavours that are
expected to evolve, unfold and develop over time.

The Company intends to be the provider of GPS based golf solutions that offer
both hand-held and cart-based products with the opportunity for the courses to
mix and match products and select the price range acceptable to them. . The
Company's hand-held product, the Inforemer, (developed by GPSI) is a
high-resolution device that can be carried or attached to a golf bag or power
cart. The Inforemer display gives a full overview of the course at each hole,
including the topography of each green, distance measurements to the pin,
green-side bunkers and water hazards. The system also allows course management
to monitor the current and past location of each player, enabling course
management to control traffic, increase the pace of play of golfers and thereby
increasing golf course revenue. In addition, the system offers clubhouse
management the ability to instantly communicate with players, and through
wireless communications offer the golfer merchandise or refreshments. The
Company's cart mount systems include the same functionality as the hand-held
units but also include advanced graphics, color displays and asset tracking
capabilities, among other features.

The Company has realized that it would take a greater amount of time to reach a
profit with a large overhead. Consequently the Company has decided to reduce
operating costs through the appointment of distributors and out sourcing the
majority of overhead costs as well as manufacturing costs. The Company's focus
will be on the European markets through its distributor network with additional
focus on the resort type courses in the United States, Canada, and Australia.

Subject to obtaining adequate working capital the Company intends to establish
worldwide industry leadership in wireless GPS-based golf technology, and
leverage this market position into other recreational market segments. Within
the golf segment, the Company intends to build on its current position by; (i)
offering reliable, high quality GPS-based wireless solutions; (ii) competitively
pricing its wireless solutions by offering economic and tax friendly customized
leasing solutions; (iii) leveraging its strategic and technological
relationships; (iv) selectively acquiring providers of GPS-based products and
services to expand its installed base and product offering; and (v) building
brand awareness.

Acquisition of ProShot Golf, Inc.

On January 12, 2001 the Company acquired all of the outstanding capital stock of
"ProShot" from its shareholders, an aggregate of 4,500,000 shares of Common
Stock of ProShot. ProShot was a manufacturer of global positioning systems based
distance measuring equipment for golf courses.

                                        4

<PAGE>

On September 21, 2001, after receiving notices of defaults from a group of
former ProShot shareholders [the "Guarantors"], who guaranteed certain debt of
ProShot owed to ProShot's bank lender (the "Bank") the Company and one of its
directors signed an agreement with the Guarantors that the Company would use its
best efforts to assist in the foreclosure of ProShot assets by the Bank; so that
the Bank debt and ultimately the obligation of the Guarantors to the Bank, in
respect of their guarantee of ProShot's Bank debt, might be reduced.

The principal terms of the agreement were:

o The Company would assist ProShot's Bank in foreclosing on ProShot's assets.
Any proceeds from the foreclosure would be applied to reduce ProShot's debt to
the Bank and hence the Guarantor's obligation to the Bank. During 2002 the Bank
foreclosed on ProShot's assets.

o The Guarantors may advance funds on their behalf and on behalf of the Bank for
the specific purposes of protecting the value of ProShot's assets including
funds to meet ProShot employee payroll. After August 31, 2001, the Company would
have no responsibility for advancing any further payroll and related expenses to
ProShot or ProShot's employees.

o Upon the consummation of the above requirements, the Guarantors agree to
release the Company and one of its directors from certain financial obligations
and to convert such obligations to stock in the Company. The obligations to be
released and converted were the obligation of the Company to indemnify the
Guarantors for any losses or payments under the loan agreement with the Bank up
to $1,000,000 and the obligation of a Company director from his personal
guarantee of one-sixth of the total of Letters of Credit outstanding in favour
of The Associates and Trimble Navigation, Ltd. totalling $708,000. Upon such
releases in the total amount of $1,118,000, the Company agreed to issue to the
Guarantors, or their designees, 11,180,000 shares of Common Stock. This term was
subsequently amended in an October 16, 2001 agreement.

By an agreement dated April 24, 2004, the Guarantors have accepted an offer from
the Company. The agreement provided the Guarantors 6,232,506 restricted shares
in the Company. 1,873,651 of these shares have been put in escrow for the future
benefit of the Guarantors and the Company against any unforeseen claims from the
Proshot debtors.

The Company has signed an affiliation agreement with the Guarantors dated April
2, 2004, whereby the Company under certain circumstances will provide an
affiliate of the Guarantors with product for their existing and new customers.

Change of name and share structure

Effective September 30, 2003, the Company amended its Articles of Incorporation
to change its name to GPS Industries Inc., to increase the authorized shares of
common stock from 100,000,000 shares to 250,000,000 shares, to authorize
25,000,000 shares of preferred stock, and to eliminate the dual classes of
common stock.

Patents

The Company has obtained certain patents and filed for further patents including
the following:

1. Hand Held communicator U.S. Patent
2. Charging base for Electronic Apparatus
3. Recreational Facility Management System
4. Right to use Player Positioning and Distance finding system (contracted thru
   agreement)
5. Ruggedized Sports PDA with communications capabilities and accessories
6. Portable GPS Unit
7. Cart mounted GPS Unit
8. Cart mounted bracket

The Company also has developed additional proprietary intellectual property.

The Company is seeking further patent protection for various proprietary aspects
of its products and technologies. However, even if the Company were to be
granted all of the patent protection which it seeks, no assurances can be given
that Company would be able to prevent other companies from developing
substantially similar products. Furthermore, there can be no assurance that the
Company's pending patents will be awarded, and litigation may be necessary to
protect the Company's patents, and there can be no assurance that the Company
will have the financial resources to pursue such litigation. In addition to
pursuing patent protection, the Company also relies on various trade secrets for
its unpatented proprietary technology. However, trade secrets are difficult to
protect, and there can be no assurances that other companies will not
independently develop substantially equivalent proprietary information and
techniques or otherwise gain access to the Company's trade secrets. While the
Company has a policy of having its employees and consultants execute
non-disclosure agreements regarding confidential information, there can
be no assurance that these agreements will be enforceable or will provide
meaningful protection for the Company's trade secrets or other proprietary
information.

                                        5

<PAGE>

The Market

The target market for GPSI's Inforemer system is multi billion golf-recreational
market, with golf courses being GPSI's target customer. There are approximately
20,000 golf courses in North American and more than 40,000 world-wide. Current
market penetration of GPS systems represent approximately 5% of the market, with
adoption by golf courses increasing steadily as the product is now being more
widely accepted as a business solution, and the products in general become more
stable, affordable and user-friendly. GPSI is now also expanding its GPS-based
wireless solutions beyond the golf course, to golf course residential
communities and golf course resorts, further increasing the size of its market.
Due to the flexibility of GPSI's core technology and software, it is able to
repurpose and leverage it's applications for use in numerous vertical markets
which the company is now exploring.

Competition:

Competition in the GPS golf market can be segmented into two main categories;
low-priced consumer products and high-value GPS-based business solutions.

While there are an increasing number of GPS golf products on the market, many of
these new products and competitors are consumer oriented, utilizing devices such
as laser finders, binoculars or personal digital assistants (PDA's). These
commodity products are basic in functionality, and do not provide the same level
of accuracy or reliability as the business solutions being deployed by golf
courses, which utilize more advanced technology, mapping data and
infrastructure.

GPSI's direct competition in the GPS golf management system market consists of a
limited number of competitors, with two primary competitors: Uplink Corporation
and recently merged Parview/ProLink. Similar to GPSI, both companies have
developed GPS based golf management solutions which provide courses with various
applications for improving operations, increasing revenue and as a tool for
golfers to utilize while golfing. Uplink and Parview/ProLink are similar in
size, with upwards of 200 installations each. Both companies are focused
primarily in the North American market, due to their dependence on
manufacturer-specific golf carts. It is estimated that there are approximately
1,000 golf courses in North America with GPS systems installed, constituting a
market penetration of approximately 5%. While the North American GPS-golf market
is more mature, GPSI is targeting various emerging markets in Europe and Asia,
where its handheld GPS product is well-suited. There is no major competition or
identifiable market leader in these emerging markets.

ITEM 2. PROPERTIES

The principal executive offices of the Company are located in Surrey a suburb of
Vancouver, British Columbia, Canada in an approximately 5,000 square foot
facility. The current lease expires in 2005 and has one three-year renewal
option. In March 2004 the Company leased an additional 2,500 facility in an
adjacent building as part of the plan to bring final assembly of the Company's
product in-house. The term of the additional lease is the same as the main
lease.

ITEM 3. LEGAL PROCEEDINGS

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

Lawsuits have been threatened by the "ProShot Guarantors" for the completion of
their agreement, which may require the issue of additional stock. Negotiations
are currently taking place to settle this threat.

An action has been taken against the Company by La Jolla Investments alleging
that the Company did not convert warrants to stock when the warrant holder
elected. The Company is defending this action.

The Company's wholly owned subsidiary, Inforetech Golf Technology 2000 Inc.
(IGT) is a defendant in a number of lawsuits principally arising from vendor
debt, which in the aggregate are not material to the Company. Both IGT and
ProShot have filed Chapter 7 petitions under the federal bankruptcy laws.

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.

                                        6
<PAGE>

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 is
currently seeking an out of court settlement on the basis of shares for debt.

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

There were no matters submitted to the shareholders of the Company during the
fourth quarter of 2003.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since January 27, 2000, the Company's Stock has been listed for trading on the
OTC Electronic Bulletin Board under the symbol "WYRE." The Company changed its
name in September 2003 and the symbol was changed to "GPSN". The trading market
is limited and sporadic and should not be deemed to constitute an "established
trading market."

The following table sets forth the range of bid prices of the Company's common
stock as quoted on the OTC Electronic Bulletin Board during the periods
indicated. Such prices reflect prices between dealers in securities and do not
include any retail mark-up, markdown or commission and may not necessarily
represent actual transactions. The information set forth below was provided by
NASDAQ Trading & Market Services.

Year Ended December 31, 2002              High            Low
First Quarter                             0.07            0.01
Second Quarter                            0.02            0.01
Third Quarter                             0.08            0.08
Fourth Quarter                            0.08            0.04

Year Ended December 31, 2003              High            Low
First Quarter                             0.07            0.04
Second Quarter                            0.19            0.05
Third Quarter                             0.16            0.10
Fourth Quarter                            0.21            0.08

As of December 31, 2003 the number of security holders of record of the
Company's Stock was approximately 279.

Dividend Policy

The Company has never paid dividends on its common stock and does not anticipate
paying dividends on its common stock in the foreseeable future. It is the
present policy of the Board of Directors to retain all earnings to provide for
the future growth of the Company. Earnings of the Company, if any, not paid as
dividends are expected to be retained to finance the expansion of the Company's
business. The payment of dividends on its common stock in the future will depend
on the results of operations, financial condition, capital expenditure plans and
other cash obligations of the Company and will be at the sole discretion of the
Board of Directors.

Recent Sale of Unregistered Securities.

During the fourth quarter of 2003 the Company issued the following unregistered
securities.

On October 16, 2003 the Company issued 10,000,000 shares of common stock in
connection with a 57 month endorsement agreement. The shares were valued at the
market on date of issuance for $1,070,000. Accordingly, this amount was recorded
as deferred compensation and is being amortized over the life of the agreement.
The Company recognized $168,950 in amortization expense for the year ended
December 31, 2003.

On October 16, 2003 the Company issued 313,650 shares of common stock valued at
$12,546 to an former employee in settlement of a claim.

                                        7
<PAGE>

On December 1, 2003 the Company issued 200,000 shares of common stock valued at
$31,111 in partial settlement of accounts payable of $65,000.

On December 2, 2003 the Company issued 250,000 shares of common stock valued at
$25,000 to La Jolla for principal of $25,000 for a partial payment on an $85,000
promissory note obligation to La Jolla Investments.

On December 2, 2003 the Company issued 5,703,071 shares of common stock valued
at $399,215 in full payment of a convertible loan .

On December 2, 2003 the Company issued 100,000 shares of common stock valued at
$10,000 for services rendered.

On December 2, 2003 the Company issued 1,000,000 shares of common stock valued
at $100,000 to for advisory services.

On December 2, 2003 the Company issued 1,000,000 shares of common stock valued
at $100,000 for consulting services.

On December 2, 2003 the Company issued 17,000 shares of common stock valued at
$1,700 in full payment of a debt.

On December 2, 2003 the Company issued 155,500 shares of common stock valued at
$15,555 as a payment of interest on a short term loan.

On December 2, 2003 the Company issued 300,000 shares of common stock valued at
$30,000 as a signing bonus.

On December 2, 2003 the Company issued 2,068,000 shares of common stock valued
at $206,800 to related parties in lieu of the balance of a severance settlement.

On December 2, 2003 the Company issued 500,000 shares of common stock valued at
$50,000 for services rendered.

On December 2, 2003 the Company issued 122,000 shares of common stock valued at
$18,300 to three former employees for salaries owed.

On December 2, 2003 the Company issued 3,445,131 shares of common stock valued
at $172,257 to a related party -in repayment of a long term debt outstanding
since 1999. The payment included interest accrued at the rate of 5%, totalling
$30,675

On December 2, 2003 the Company issued 2,802,567 shares of common stock valued
at $168,154 to Augustine Funds, L.P. for principal and accrued interest of
$148,000 and $20,154 respectively, with respect to a $1,000,000 8% convertible
debenture due August 4, 2005.

On December 2, 2003 the Company issued 500,000 shares of common stock valued at
$50,000 to five members of the Company's Board of Advisors.

On December 2, 2003 the Company issued 7,161,285 shares of common stock the for
conversion of $500,000 of debt owed to Whag.

On December 2, 2003 the Company issued 500,000 shares of common stock valued at
$50,000 for legal fees provided.

On December 2, 2003 the Company issued 1,500,000 shares of common stock valued
at $150,000 to the Company's Board of Directors.

On December 2, 2003 the Company issued 1,107,000 shares of common stock valued
at $106,433 to the Sharr fund. Fund Ltd. for principal and accrued interest of
$100,000 and $6,433 respectively, with respect to a $1,000,000 8% convertible
debenture due November 2, 2007.

On December 2, 2003 the Company issued 2,066,100 shares of common stock valued
at $103,305 for conversion of debt

On December 31, 2003 the Company issued 6,316,802 shares of common stock valued
at $538,261 to Whag, $500,000 principal and accrued interest of $38,261.

On December 31, 2003 the Company issued 3,000,000 shares of common stock valued
at $300,000 to Vindemiolla .$200,000 of this amount related to the cancellation
of a royalty program and the remaining $100,000 related to the release of patent
rights held as security.

                                        8
<PAGE>


On December 31, 2003 the Company issued 1,410,000 shares of common stock valued
at $141,000 for cash.

On December 31, 2003 the Company issued 150,000 shares of common stock valued at
$15,000 for principal of $15,000 for a partial payment on an $85,000 promissory
note obligation to La Jolla Investments.

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

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations:

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

This Annual Report on Form 10-KSB for the period ended December 31, 2003
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
Annual Report on Form 10-KSB for the period ended December 31, 2003 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 both a hand-held and cart mounted product using Global
Positioning Systems ("GPS") technology. At December 30, 2003 and December 31,
2002, 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 has not generated any
revenue as at December 30, 2003 from any of its products. The Company has earned
revenue in the first quarter of 2004. 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 expects to recognize revenue only when delivery has occurred, the
sales price is fixed or determinable, and collectibility is probable. When other
significant obligations remain after products are delivered, revenue will be
recognized only after such obligations are fulfilled.

For the years ended December 31, 2003 and 2002

Administration

Administration expenses increased by $1,299,137 from $1,629,519 for the year
ended December 31, 2002 to $2,928,656 for the year ended December 31, 2003.
Administration expenses consist of salaries and employee related costs,
including compensation costs paid by the issuance of stock, as well as legal,
audit, investor relations and consulting fees. Non-cash stock based compensation
expense were $1,711,091 for 2003, $60,028 for 2002.

Depreciation and amortization

Depreciation and amortization decreased by 10% from $80,821 to $72,170. This
decrease is attributable to a decrease in the property and equipment asset base.

Sales and marketing

Sales and marketing expenses increased by $169,766 from $1,905 for the year
ended December 31, 2002 to $171,671 for the year ended December 31, 2003. This
increase is attributable to the formation of a direct sales and marketing
department starting in Q3.
                                        9
<PAGE>

Engineering, Research and Development

Engineering, Research and development costs increased by $ 912,826 for the year
ended December 31, 2003 to $1,205, 082 as opposed to $292,256 for the year ended
December 31, 2002. This increase is attributable to the fact that the Company
invested significant amounts in the upgrade and continued development of new
product.

Finance Costs

The increase in finance costs of $85,084 from $592,847 for the year ended
December 31, 2002 to $677,931 for the year ended December 31, 2003, is due to
expenses incurred to obtain additional financing for the Company. Most of these
expenses relate to the non-cash cost of the conversion features with three loans
and the non-cash cost of issuing stock and warrants in connection with the debt
financing..
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.

Interest expense
Interest expense increased by 20% from $347,909 for the year ended December 31,
2002 to $279,378 for 2003. This $68,531 decrease is related to the pay out of
debt financing by the Company during 2003.

Gain (Loss) on Extinguishment of Debt
During 2003 the Company wrote off $1,461,367 of debt related to discontinued
operations. This debt consisted of accrued liabilities and accounts payable
related to prior years. During 2002 the Company settled various account payables
which resulted in a loss on extinguishment of debt in the amount of $36,778.

Liquidity And Capital Resources

At December 31, 2003 the Company had significant debt liabilities. At December
31, 2003 the working capital deficit was $9,969,706 compared to $9,984,763 at
December 31, 2002. Operating activities used cash of $2,021,569 and $934,386 for
the years ended December 31, 2003 and December 31, 2002 respectively. The
increase in cash usage was principally attributable to, the increase in net loss
from operations to $3,797,714,and payment of expenses with stock in the amount
of $2,156,607.

At December 31, 2003 and December 31, 2002, a substantial portion of the
Company's current liabilities consist of loans in default and liabilities with
respect to discontinued operations.

Financing for the year ended December 31, 2003 provided cash of $2,179,200 as
opposed to $1,087,295 in 2002.

In 2003 the Company raised $141,000 from the issuance of common stock, $625,000
from the issuance of convertible debt and obtained $1,470,862 in loans from bank
indebtedness and $30,443 from other loans. In 2002 the Company raised a total of
$65,000 of cash from the sale of common stock, $883,395 from the issue of
convertible debt, $69,094 from a bank loan and $69,806 from other loans. The
Company has historically relied upon sales of its common stock, debt instruments
and loans from its founder to finance research and development, marketing and
operations. As of December 31, 2003 and the date of this report, the Company had
a working capital deficit. In view of the Company's limited amount of cash and
cash equivalents and its utilization of cash for its operations, the Company
will only be able continue operations for a limited period of time. Accordingly,
additional financing will be required to commercialize the Company's product and
working capital to gear up production of its product. The Company continues to
pursue opportunities for a private equity offering and/or debt financing. There
can be no assurances that any additional financing will take place or, if so the
terms thereof. To the extent of any shortfall in financing, the Company's
product development and commercialization programs will be delayed, curtailed or
prevented, and the Company may be required to suspend or substantially modify
its operations and/or seek protection under applicable bankruptcy laws.

Critical Accounting Policies.
All accounting policies are included in the Notes to the Financial Statements.

Off Balance Sheet Arrangements
All such arrangements are included in the Notes to the Financial Statements.

Contractual Obligations, Contingent Liabilities and Commitments All such
liabilities are included in the Notes to the Financial Statements.

                                       10
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Filed herewith are the following financial statements:

                               GPS INDUSTRIES INC.
                              FINANCIAL STATEMENTS

                                      INDEX


                                                                 Page Number
                                                             -------------------
INDEPENDENT AUDITORS' REPORT                                         F - 1

CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheet                                                 F - 2

       Statements of Operations                                      F - 3

       Statements of Stockholders' Deficit                           F - 4

       Statements of Cash Flows                                      F - 5

       Notes to Financial Statements                            F - 7 to F - 19




<PAGE>



                         REPORT OF INDEPENDENT AUDITORS'

The Board of Directors and Stockholders
GPS Industries Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of GPS Industries
Inc. as of December 31, 2003, and the related consolidated statements of
operations, stockholders' deficit and cash flows for the years ended December
31, 2003 and 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GPS Industries Inc.
at December 31, 2003 and the results of its operations and its cash flows for
the years ended December 31, 2003 and 2002 in conformity with accounting
principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
significant losses and has a working capital deficiency as more fully described
in Note 2. The Company anticipates that additional funding will be necessary to
sustain the Company's operations through the fiscal year ending December 31,
2004. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                             /s/Sherb & Co., LLP
                                                ----------------
                                                Sherb & Co., LLP
                                                Certified Public Accountants


April 13, 2004
New York, New York

                                       F-1



<PAGE>
                      GPS INDUSTRIES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003

                                     Assets
Current
  Cash                                                    $            3,367
  Inventories                                                        536,623
  Prepaid expenses and other current assets                           72,814
                                                               --------------
       Total Current Assets                                          612,804

Property and equipment, net                                           73,807

Deferred implementation costs                                        105,985
                                                               --------------
                                                          $          792,596
                                                               ==============
                     Liabilities and Stockholders' Deficit

Current liabilities
  Bank indebtedness                                       $        1,470,862
  Bank loan                                                           41,712
  Short term loans                                                   343,952
  Loan payable in default                                          1,185,000
  Accounts payable and accrued liabilities                         2,732,824
  Convertible loans                                                  268,910
  Promissory notes - related parties                                 623,036
                                                                -------------
                                                                   6,666,296

  Liabilities related to discontinued operations
   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                               10,695,770
                                                                -------------
Convertible debt                                                     535,214
                                                                -------------
Stockholders' deficit:
  Class A common stock, $.001 par value,
   250,000,000 authorized
   150,891,649 issued and outstanding                                150,892
  Accumulated other comprehensive income                             722,295
  Deferred compensation expense                                    ( 901,050)
  Subscriptions receivable                                           ( 5,888)
  Additional paid-in capital                                      25,139,585
  Accumulated deficit                                           ( 35,544,222)
                                                                -------------
          Total Stockholder's Deficit                           ( 10,438,388)
                                                                -------------
                                                          $          792,596
                                                                =============



          See accompanying notes to consolidated financial statements

                                      F-2

<PAGE>

                      GPS INDUSTRIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                          For the Years Ended December 31,
                                                                    ---------------------------------------------
                                                                            2003                    2002
                                                                    ---------------------   ---------------------
Operating Expenses
<S>                                                         <C>                           <C>
   Administration                                           $               2,928,656     $         1,629,519
   Depreciation and amortization                                               72,170                  80,821
   Sales and marketing                                                        171,671                   1,905
   Engineering and Research and Development                                 1,205,082                 292,256
                                                                    ---------------------   ---------------------
                                                                            4,377,579               2,004,501
                                                                    ---------------------   ---------------------

Loss from operations                                                      ( 4,377,579)            ( 2,004,501)
                                                                    ---------------------   ---------------------
Other Income (Expense):
   Finance costs                                                            ( 677,931)              ( 592,847)
   Interest expense                                                         ( 279,378)              ( 347,909)
   Gain (loss) on foreign exchange                                           ( 37,454)                 34,779
   Gain (loss) on extinguishment of debt                                    1,461,367                ( 36,778)
                                                                    ---------------------   ---------------------
                                                                              466,604               ( 942,755)
                                                                    ---------------------   ---------------------

Net loss                                                       $           (3,910,975)    $        (2,947,256)
                                                                    =====================   =====================

Loss per common share - basic and diluted                      $               (0.04)     $            (0.06)
                                                                    =====================   =====================
Weighted average number of common shares outstanding -
      basic and diluted                                                     96,982,573              49,629,227
                                                                    =====================   =====================

</TABLE>

          See accompanying notes to consolidated financial statements

                                       F-3

<PAGE>

                  GPS INDUSTRIES INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


<TABLE>
<CAPTION>
                                                            Class A Common Stock          Class B Common Stock
                                                     --------------------------------- -------------------------      Additional
                                                           Number                           Number                      Paid-In
                                                         of Shares            Amount       of Shares      Amount       Capital
                                                     -----------------  -------------- ----------------  -------  -----------------


<S>             <C>                                      <C>         <C>                     <C>      <C>        <C>
Balance January 1, 2002                                  39,249,152  $          39,249       100,000  $     100  $      17,944,780

Stock options issued for executive compensation                   -                  -             -          -             60,029
Detachable warrant on convertible loan                            -                  -             -          -             52,287
Common stock issued for related party debt                  790,624                791             -          -             24,500
Common stock issued for services                         15,323,909             15,324             -          -            856,717
Common stock issued on conversion of debt                17,186,468             17,186             -          -            294,078
Common stock issued for cash                              2,500,000              2,500             -          -             62,500
Common stock issued for accounts payable                  1,405,764              1,406             -          -             48,296
Common stock issued for wages payable                     4,650,543              4,650             -          -             60,754
Common stock issued for accounts payable
 in prior year returned and cancelled                   ( 3,733,993)           ( 3,734)            -          -          ( 182,966)

Comprehensive Loss:
 Net loss                                                         -                  -             -          -                  -
 Foreign currency translation gain
  (loss) net of taxes of $0                                       -                  -             -          -                  -

Total Comprehensive Loss                                          -                  -             -          -                  -
                                                    -----------------  --------------- ----------------  -------  -----------------

Balance December 31, 2002                                77,372,467             77,372       100,000        100         19,220,976

Common stock issued for compensation                     13,282,550             13,283             -          -          1,566,860
Common stock issued for deferred compensation            10,000,000             10,000             -          -          1,060,000
Amortization of deferred compensation                             -                  -             -          -                  -
Common stock issued for related party debt                2,831,631              2,832             -          -            225,137
Common stock issued for services                            500,000                500             -          -            140,047
Common stock issued on conversion of debt                38,776,206             38,776             -          -          2,240,440
Common stock issued for cash                              1,410,000              1,410             -          -            139,590
Subscriptions receivable                                          -                  -             -          -                  -
Common stock issued for accounts payable                    513,650                514             -          -             30,597
Common stock issued for interest                          3,105,144              3,105             -          -            149,938
Common stock issued for finance costs                     3,000,000              3,000             -          -            327,000
Warrants issued for bank letter of credit                         -                  -             -          -             39,000
Cancellation of Class B Stock                               100,000                100     ( 100,000)     ( 100)                 -

Comprehensive Loss:
 Net loss                                                         -                  -             -          -                  -
 Foreign currency translation gain
  (loss) net of taxes of $0                                       -                  -             -          -                  -

Total Comprehensive Loss                                          -                  -             -          -                  -
                                                    -----------------  --------------- ----------------  -------  -----------------

Balance December 31, 2003                                150,891,649  $        150,892            -     $     -  $      25,139,585
                                                    =================  ================ ===============  =======  =================

</TABLE>

          See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>

                GPS INDUSTRIES INC. AND SUBSIDIARIES - CONTINUED
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT



<TABLE>
<CAPTION>

                                                       Other                                                             Total
                                                    Comprehensive     Deferred     Subscriptions   Accumulated        Stockholders'
                                                       Income        Compensation   Receivable       Deficit            Deficit
                                                    --------------  -------------- -------------  --------------  ------------------


<S>             <C>                               <C>              <C>            <C>            <C>             <C>
Balance January 1, 2002                           $     806,194    $           -  $          -   $  (28,685,991) $       (9,895,667)

Stock options issued for executive compensation               -                -             -                -              60,029
Detachable warrant on convertible loan                        -                -             -                -              52,287
Common stock issued for related party debt                    -                -             -                -              25,291
Common stock issued for services                              -                -             -                -             872,041
Common stock issued on conversion of debt                     -                -             -                -             311,264
Common stock issued for cash                                  -                -             -                -              65,000
Common stock issued for accounts payable                      -                -             -                -              49,702
Common stock issued for wages payable                         -                -             -                -              65,404
Common stock issued for accounts payable
 in prior year returned and cancelled                         -                -             -                -           ( 186,700)

Comprehensive Loss:
 Net loss                                                     -                -             -      ( 2,947,256)        ( 2,947,256)
 Foreign currency translation gain
  (loss) net of taxes of $0                            ( 83,899)               -             -                -            ( 83,899)
                                                                                                                  ------------------
Total Comprehensive Loss                                      -                -             -                -         ( 3,031,155)
                                                    --------------  -------------- -------------  --------------  ------------------

Balance December 31, 2002                               722,295                -             -     ( 31,633,247)       ( 11,612,503)

Common stock issued for compensation                          -                -             -                -           1,580,143
Common stock issued for deferred compensation                 -      ( 1,070,000)            -                -                   -
Amortization of deferred compensation                         -          168,950             -                -             168,950
Common stock issued for related party debt                    -                -             -                -             227,969
Common stock issued for services                              -                -             -                -             140,547
Common stock issued on conversion of debt                     -                -             -                -           2,279,216
Common stock issued for cash                                  -                -             -                -             141,000
Subscriptions receivable                                      -                -        ( 5,888)              -             ( 5,888)
Common stock issued for accounts payable                      -                -             -                -              31,111
Common stock issued for interest                              -                -             -                -             153,043
Common stock issued for finance costs                         -                -             -                -             330,000
Warrants issued for bank letter of credit                     -                -             -                -              39,000
Cancellation of Class B Stock                                 -                -             -                -                   -

Comprehensive Loss:
 Net loss                                                     -                -             -      ( 3,910,975)        ( 3,910,975)
 Foreign currency translation gain
  (loss) net of taxes of $0                                   -                -             -                -                   -
                                                                                                                  ------------------
Total Comprehensive Loss                                      -                -             -                -         ( 3,910,975)
                                                    --------------  -------------- -------------  --------------  ------------------

Balance December 31, 2003                          $    722,295    $   ( 901,050) $     ( 5,888) $  (35,544,222) $     ( 10,438,388)
                                                    ==============  ============== =============  ==============  ==================

</TABLE>

           See accompanying notes to consolidated financial statements

                                     F-4(a)
<PAGE>


                  GPS INDUSTRIES INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                    For the Years Ended December 31,
                                                                              ----------------------------------------------
                                                                                      2003                     2002
                                                                              ----------------------------------------------
Cas Flow From Operating Activities
<S>                                                                       <C>                        <C>
      Net loss from operations                                            $              (3,910,975) $           (2,947,256)
                                                                              ----------------------   ---------------------

      Adjustments to reconcile net loss to net cash used in operating
          activities:
          Depreciation and amortization                                                      72,170                  80,821
          Net liabilities related to discontinued operations                            ( 1,199,350)                      -
          Loss on foreign exchange                                                         ( 37,454)                      -
          Amortization of deferred compensation                                             168,950                       -
          Inventory impairment                                                              190,000                       -
          Loss on disposal of furniture and equipment                                             -                  21,311
          Expenses paid by issuance of stock                                              2,156,607                 632,070
          Interest converted to stock                                                       153,043                  54,764
          Finance charges converted to stock                                                330,000                 166,000
          Amortization of finance costs                                                           -                 585,957
      Changes in operating assets and liabilities:
          Inventories                                                                     ( 406,567)               ( 31,008)
          Prepaid expenses and deposits                                                    ( 11,032)               ( 21,957)
          Deferred implementation costs                                                   ( 105,985)                      -
          Accounts payable and accrued liabilities                                          428,308                 224,930
          Other liabilities                                                                       -                 300,000
                                                                              ----------------------   ---------------------

Net Cash Used In Operating Activities                                                   ( 2,172,285)              ( 934,368)
                                                                              ----------------------   ---------------------

Cash Flow From Investing Activities
          Purchase of property and equipment                                               ( 70,400)                ( 4,488)
          Proceeds from disposal of furniture and equipment                                       -                   2,217
                                                                              ----------------------   ---------------------

Net Cash Used In Investing Activities                                                      ( 70,400)                ( 2,271)
                                                                              ----------------------   ---------------------

Cash Flow From Financing Activities
          Common stock issued for cash                                                      141,000                  65,000
          Payments on lease contract obligations                                                  -                   7,105
          Borrowings on short term loans                                                     30,443                  50,712
          Loan proceeds                                                                           -                  11,989
          Repayments of bank loan                                                           (27,382)                 69,094
          Borrowings under bank indebtedness                                              1,470,862                       -
          Repayments of loans from related parties                                          (60,723)                      -
          Borrowing on convertible loans                                                    625,000                 883,395
                                                                              ----------------------   ---------------------

Net Cash Flow From Financing Activities                                                   2,179,200               1,087,295
                                                                              ----------------------   ---------------------

Effect Of Exchange Rate On Cash                                                                   -                ( 83,899)
                                                                              ----------------------   ---------------------

Net Increase (Decrease) In Cash                                                            ( 63,485)                 66,739

Cash, Beginning Of Year                                                                      66,852                     113
                                                                              ----------------------   ---------------------

Cash, End Of Year                                                        $                    3,367  $               66,852
                                                                              ======================   =====================

Non-Cash Investing And Financing Activities

      Common stock issued on conversion of convertible notes             $                2,279,216 $               311,264
      Common stock issued to settle debt                                 $                  227,969 $                25,291
      Common stock issued for services                                   $                  140,547 $               872,041
      Common stock issued for deferred compensation expenses             $                1,070,000 $                     -
      Warrants issued in consideration of debt financing                 $                        - $                52,287
      Stock options issued for executive compensation                    $                        - $                60,029
      Common stock issued in settlement of accounts payable              $                   31,111 $               115,106
      Common stock issued in prior year in settlement of
       accounts payable                                                  $                        - $              (186,700)

</TABLE>

          See accompanying notes to consolidated financial statements

                                       F-5

<PAGE>

                      GPS industries Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                 For the years ended December 31, 2003 and 2002

1. NATURE OF OPERATIONS

GPS Industries Inc., (the "Company" or "GPSI") a Nevada corporation, is involved
in the development of golf course management technology. The Company has
developed hand-held and cart mounted Global Positioning System ("GPS") units. At
December 31, 2003, the Company had substantially all of its assets and
operations in Canada.

The Company's wholly owned subsidiary, Inforetech Golf Technology 2000 Inc.
(IGT), which had participated with the Company in the development of its
technology, filed petition for relief under Chapter 7 of the federal bankruptcy
laws of the United States Bankruptcy Court on December 19, 2002 and ceased
operations. These financial statements reflect the operations of the Company and
of IGT up until the time it ceased operations and its assets and liabilities at
that time and have not been adjusted to reflect the bankruptcy filing.

The Company acquired ProShot Golf Inc., ("ProShot") on January 12, 2001. ProShot
is a California based Company that manufactures, markets, leases and installs an
integrated GPS system that provides golfers with yardage readings and potential
shot options from any location on a golf course. The ProShot GPS system is
installed directly on golf carts.

Transfer of ProShot Assets to Guarantors

On September 21, 2001, after receiving notices of defaults from a group of
Inforetech shareholders [the "Guarantors"] in regard to a finance agreement
dated April 24, 2001, and the Company being unable to cure those defaults, the
Company and one of its directors signed an agreement with the Guarantors stating
that the Company would use its best efforts to assist in the foreclosure of,
ProShot's assets by its bank, so that the Bank debt and ultimately the
obligation of the Guarantors, to the Bank, in respect of their guarantee of
ProShot's Bank debt, might be reduced.

Discontinuance of ProShot Operations

During the fourth quarter of 2001, the Company discontinued all operations of
ProShot, accordingly all revenues, expenses and liabilities associated with
ProShot in 2001 has been classified as discontinued in these financial
statements.

Filing for Relief Under Chapter 7 of the Bankruptcy Laws

On May 31, 2002 ProShot filed a petition for relief under Chapter 7 of the
federal bankruptcy laws of the United States Bankruptcy Court.

2. 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 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.

                                      F-6
<PAGE>

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. The significant accounting
policies used in the preparation of these financial statements are summarized
below.

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.

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 December 31, 2003. 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.

Consolidation

The condensed  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.

Effective September 30, 2003, pursuant to a written consent of a majority of the
Company's stockholders, the Company amended its Articles of Incorporation to
change its name to GPS Industries Inc., to increase the authorized shares of
common stock from 100,000,000 shares to 250,000,000 shares, to authorize
25,000,000 shares of preferred stock, and to eliminate the dual classes of
common stock. The elimination of the dual classes of common stock has been
reflected in the Company's consolidated financial statements at December 31,
2003, and did not have any effect on the Company's consolidated results of
operations, financial position or cash flows.

Loss Per Share

Basic loss per share is based on net loss divided by the weighted average common
shares outstanding or deemed to be outstanding during the period. Diluted loss
per share assumes exercise of in-the-money stock options and warrants
outstanding into common stock at the beginning of the year or date of issuance,
unless they are anti-dilutive.

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.

                                      F-7
<PAGE>

Use of Estimates

The preparation of financial statements in conformity with accounting principals
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and 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.

Reclassification

Certain amounts have been reclassified in 2002 to conform to the presentation in
2003.

Financial Instruments

The fair value of financial instruments approximates their carrying value except
as otherwise disclosed in the financial statements.

Foreign Currency Translation

Assets and  liabilities  of  subsidiaries  operating  in foreign  countries  are
translated  into U.S.  dollars  using  both the  exchange  rate in effect at the
balance sheet date of historical rate, as applicable.  Results of operations are
translated using the average exchange rates prevailing  throughout the year. The
effects of exchange rate fluctuations on translating foreign currency assets and
liabilities into U.S. dollars are included in stockholders  equity  (Accumulated
other  comprehensive  loss),  while  gains and  losses  resulting  from  foreign
currency transactions are included in operations.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided using the
straight-line method over the following estimated useful lives:

Office equipment and furnishings           3-5 years
Computer Software                            3 years
Leasehold improvements                     Lease term
Tooling                                      3 years

The Company leases certain of its office equipment under capital lease
agreements. The assets and liabilities under capital leases are recorded at the
lesser of the present value of aggregate future minimum lease payments or the
fair value of the assets under the lease. Assets under capital lease are
depreciated over the shorter of their estimated useful lives or the lease term.
Depreciation expense for the years ended December 31, 2003 and 2002 was $72,170
and $80,821 respectively.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with maturities
of three months or less when purchased.

Inventories

Inventories are stated at the lower of cost or market, determined on an average
cost basis, and consist of raw material parts, work in process and finished
products ready to ship to customers.

Stock Based Compensation

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.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the estimated fair value of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. The Company has
adopted the "disclosure only" alternative described in SFAS 123 and SFAS 148,
which require pro forma disclosures of net income and earnings per share as if
the fair value method of accounting had been applied.

                                      F-8
<PAGE>

The following table presents pro forma net loss and per share amounts as if the
fair value method had been applied to employee stock options granted:

                                         2003                 2002
                                        ------               ------
Net loss as reported               $ (3,910,975)       $ ( 2,947,256)
Pro forma compensation expense         (122,976)                 -0-
                                   ------------         --------------
Pro forma net loss                 $ (4,033,951)        $ ( 2,947,256)
                                   ============         ==============
Net loss per share:
                                         2003                 2002
                                        ------               ------
Basic and diluted, as reported         $ (0.04)             $ (0.06)
Basic and diluted, pro forma           $ (0.04)             $ (0.06)

Income Taxes

The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on the
difference between the financial reporting and tax bases of assets and
liabilities using enacted tax rates that will be in effect for the year in which
the differences are expected to reverse.

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.

Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145  "Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
This  statement   rescinds  SFAS  No.  4,  "Reporting   Gains  and  Losses  from
Extinguishment  of Debt,"  and an  amendment  of that  statement,  SFAS No.  44,
"Accounting  for  Intangible  Assets  of  Motor  Carriers,"  and  SFAS  No.  64,
"Extinguishments  of  Debt  Made to  Satisfy  Sinking-Fund  Requirements."  This
statement   amends  SFAS  No.  13,   "Accounting   for   Leases,"  to  eliminate
inconsistencies between the required accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to  sale-leaseback  transactions.  Also, this statement
amends other existing  authoritative  pronouncements  to make various  technical
corrections,  clarify meanings,  or describe their  applicability  under changed
conditions.  Provisions of SFAS No. 145 related to the  rescission of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No. 13 were effective for transactions occurring after May 15, 2002.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Such costs covered by
SFAS No. 146 include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation, plant
closing, or other exit or disposal activity. SFAS No. 146 replaces the previous
accounting guidance provided by the EITF No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 is to be
applied prospectively to exit or disposal activities initiated after December
31, 2002. The adoption of SFAS No. 146 did not have a significant effect on the
Company's financial statement presentation or disclosures.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Acquisitions of Financial Institutions, Except Transactions Between or
More Mutual Enterprises". The Company does not expect that SFAS No. 147 will
have any effect on its financial statement presentation or disclosures.

                                      F-9

<PAGE>

In November 2002, the FASB Issued FASB interpretation  (FIN) No. 45 "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Other."  FIN  No.  45  requires  guarantor  to
recognize,  at the inception of a qualified guarantee,  a liability for the fair
value of the  obligation  undertaken in issuing or modified  after  December 31,
2002.  Management  does not expect  adoption  of this  Interpretation  to have a
material impact on the Company's financial condition or results of operations.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. The adoption of SFAS No. 148 did not have a significant effect on the
Company's financial statement presentation or disclosures.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies under what circumstances a contract with initial investments meets the
characteristics of a derivative and when a derivative contains a financing
component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of SFAS No. 149 did not have a significant
effect on the Company's financial statement presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligation of
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after September 15, 2003. SFAS No. 150 is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The adoption of SFAS No. 150 did not have a
significant effect on the Company's financial statement presentation or
disclosures.

5. PROPERTY AND EQUIPMENT

At December 31, 2003 property and equipment consisted of the following:

Office equipment                                $            222,276
Computer software                                             68,575
Leasehold improvements                                        82,838
Tooling                                                       19,737
                                                              ------
                                                             393,426
Less:  accumulated depreciation                             (319,619)
                                                           ---------
                                                $             73,807
                                                           =========
6. CAPITAL LEASES

The Company's subsidiary IGT leased certain equipment under capital lease
agreements that expire at various dates through January 2006. During 2002 IGT
defaulted on those leases and surrendered the equipment to the leasing Company.
The leasing Company took action in the Supreme Court of British Columbia for the
balances outstanding on the leases. No liability is expected to accrue to the
Company as a result of these actions, but the balance of the leases have been
shown as a current liability at December 31, 2003.

                                      F-10
<PAGE>

7. DEBT

The Company and its subsidiaries have significant debt liabilities. The
following table is a summary of debt at December 31, 2003.

Bank Indebtedness  (a)                             $      1,470,862
Bank Loan                                                    41,712
Short term loans  (b)                                       343,952
Convertible debt (c)                                        804,124
Loan payable in default (d)                               1,185,000
Note payable - related parties (Note 12a)                   623,036
Promissory notes (e)                                      1,569,757
Loan to related party  (f)                                  258,000
                                                        -----------
Total Debt                                                6,296,443
Less Current Portion                                     (5,761,229)
                                                        -----------
Total Long-Term Debt                               $        535,214
                                                        ===========

(a)  Effective  June 27,  2003,  the Company  obtained a bank line of credit for
$1,425,000  to fund its  operations.  As of December 31,  2003,  the Company had
borrowed $1,470,862 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,  $26,000 was charged to  operations as finance costs for the
six months ended December 30, 2003.

(b) As at December 31, 2003 the Company has  $343,952  owing on short term notes
(2002,  nil) . These  amounts  are  repayable  on  demand  and are non  interest
bearing.

(c) Two convertible  loans were outstanding as at December 31, 2003.  Amount due
to The Shaar  fund of  $775,214  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 December 31, 2003 the principal  amount  outstanding  is $886,000 which is
offset by unamortized debt discount of $96,766 and unamortized  finance costs of
$14,020,  giving a net  balance  of  $775,214.  This  amount is being  repaid at
$20,000 plus accrued interest per month.

The proceeds raised of $1,000,000 have been allocated to the debt ($634,649) and
the warrants ($365,351) based on their relative fair values at the date the loan
was  received.  The fair value of the warrant is  considered to be a discount on
the convertible  debenture,  with a  corresponding  credit to additional paid in
capital.  The debt discount is being amortized,  on an effective basis, over the
five-year  term of the  debenture.  During 2003 and 2002,  $73,068 and  $73,068,
respectively,  of the discount was  amortized  and included in financing  costs,
leaving an unamortized debt discount of $96,766.  There is a further unamortized
balance of $14,020 pertaining to financing costs.

The debenture is convertible  (plus related interest  expense) into Common Stock
at the  lesser  of (i)  $5.25 or (ii) 75% of the  average  of the  three  lowest
closing bid prices of the Company's  common shares for the ten days  immediately
preceding  the  conversion  date.  These  terms  give the holder an in the money
conversion  rate,  the benefit of which is limited to the proceeds  allocated to
the debt.  Accordingly,  a  beneficial  conversion  feature of $634,649 has been
recognized as a further discount on the convertible  debenture  liability with a
corresponding credit to additional paid in capital.

                                      F-11

<PAGE>


La Jolla has obtained a judgement  against the Company,  $28,910 was owing as at
December 31, 2003.

(d) 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.

(e) 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

(f) The Company has a promissory  note dated  December 11, 1998 in the amount of
$258,000 due to a party related to ProShot.

Long term debt , Principal repayable on Long term debt is as follows
on December 31, 2003:

                        2004     $240,000
                        2005     $240,000
                        2006     $ 55,214
                                -----------
                        Total    $535,214

8. STOCKHOLDERS' DEFICIT

Effective September 30, 2003, pursuant to a written consent of a majority of the
Company's stockholders, the Company amended its Articles of Incorporation to
change its name to GPS Industries Inc., to increase the authorized shares of
common stock from 100,000,000 shares to 250,000,000 shares, to authorize
25,000,000 shares of preferred stock, and to eliminate the dual classes of
common stock. The elimination of the dual classes of common stock has been
reflected in the Company's consolidated financial statements at December 31,
2003, and did not have any effect on the Company's consolidated results of
operations, financial position or cash flows.

On January 16, 2002, 1,000,000 shares that had been issued to settle outstanding
wages payable in 2001 were returned to the Company and cancelled. The value of
the shares at the time of issue was $50,000 and share capital and paid in
capital were reduced accordingly.

On January 17, 2002, 1,425,000 shares were issued at the market price to
consultants in payment for services.

On January 29, 2002, 290,624 shares were issued to a related party in settlement
of an outstanding debt.

On various dates in January and February, 2002, a total of 580,404 shares were
issued at market in settlement of outstanding wages.

On February 8, 2002, 500,000 shares were issued at market to a consultant for
services rendered.
                                      F-12
<PAGE>

On March 11, 2002 2,733,993 shares that had been issued in 2001 to settle
outstanding wages were returned to the Company and cancelled.

On March 15, 2002 200,000 shares were issued at market price in settlement of
outstanding wages.

During April 2002, 3,050,000 shares were issued at market to a consultant for
services.

Between June 14 and December 12, 2002, Augustine Funds, L.P. converted a total
of $231,264 [$196,500 principal and $34,764 interest] of its Series A 8%
convertible note due from the Company into 15,186,468 common shares in the
Company. The conversion prices, ranging from $0.0255 to $0.045 per share, were
calculated, in accordance with the terms of the note as amended on February 20,
2001, as 75% of the average of the three lowest closing bid prices of the
Company's common shares for the ten days immediately preceding the conversion
date.

On July 30, 2002 the Company issued 2,000,000 shares at market price to a
consultant for cash and a further 500,000 shares for services.

On September 11, 2002 the Company issued 500,000 shares at market to a related
party as payment on an outstanding debt.

On September 12, 2002 the Company issued 1,500,000 shares at market price to a
consultant for services.

On September 18, 2002 the Company issued 451,851 shares at market price of
$0.0255 in payment of outstanding accounts payable and a further 953,913 shares
at a previously negotiated price of $0.045 in payment of an outstanding account
payable.

On various dates between September 18 and December 18, 2002 the Company issued
8,348,909 shares at market price to consultants for services.

On various dates between September 27, 2002 and December 3, 2002, the Company
issued a total of 3,448,280 to former executives of the Company in settlement of
cashless options which had been issued in settlement of outstanding wages.

On November 4, 2002, Sharr Fund Ltd. converted $80,000 of the principal balance
of its Series A 8% convertible debenture and outstanding interest of $64,654 due
from the Company into 2,000,000 common shares in the Company. The conversion
price of $0.039406 per share was calculated, in accordance with the terms of the
debenture, as 75% of the average of the three lowest closing bid prices of the
Company's common shares for the ten days immediately preceding the conversion
date.

On November 6, 2002 the Company issued 9,615 shares at market in settlement of
outstanding wages.

On December 18, 2002 the Company issued 250,000 shares at market to an executive
of the Company in settlement of outstanding salary.

On December 30, 2002, the Company issued 500,000 common shares at market for
cash and 162,244 shares to a former employee in settlement of outstanding wages.

On January 7, 2003, the Company issued 250,000 shares of common stock to a
former employee of the Company, valued at market value of $10,000 as part of a
severance package, which was charged to operations. This employee is the son of
the Company's Chief Executive Officer.

On January 29, 2003 the Company issued 1,903,363 shares to Augustine Funds LP
for principal and accrued interest of $45,000 and $8,770 respectively with
respect to a $1,000,000 8% convertible debenture due August , 2005.

On February 1, 2003 and March 14, 2003, the Company issued 500,000 shares of
common stock valued at $35,000 to a consultant for services rendered.

On February 1, 2003, the Company issued 617,528 shares of common stock to The
Sharr Fund Ltd. for principal and accrued interest of $20,000 and $316,
respectively, with respect to a $1,000,000 8% convertible debenture due November
2, 2007. On March 1, 2003, the Company issued an additional 600,294 shares of
common stock to The Sharr Fund Ltd., for principal and accrued interest of
$20,000 and $1,315, respectively, with respect to this convertible debenture.
The debenture is convertible (plus related accrued interest) into common stock
at the lesser of (i) $5.25 per share or (ii) 75% of the average of the three
lowest closing bid prices of the Company's common stock for the ten days
immediately preceding the conversion date.

                                      F-13
<PAGE>


On March 31, 2003, the Company issued 5,520,468 shares of common stock to
Augustine Funds, L.P. for principal and accrued interest of $127,000 and
$26,193, respectively, with respect to a $1,000,000 8% convertible debenture due
August 4, 2005. The debenture is convertible (plus related accrued interest)
into common stock common stock at the less of (i) $5.25 or (ii) 75% of the
average closing bid price of the Company's common stock for the five days
immediately preceding the conversion date.

On April 15, 2003, the Company issued 3,100,000 shares of common stock to
various consultants for services rendered.

On April 22, 2003, the Company issued 446,914 shares of common stock to The
Sharr Fund Ltd. for principal and accrued interest of $20,000 and $513,
respectively, with respect to a $1,000,000 8% convertible debenture due November
2, 2007.

On May 9, 2003, the Company issued 200,000 shares of common stock valued at
$38,000 for principal and accrued interest of $25,329 and $12,671, respectively,
for a partial payment on an $85,000 promissory note obligation to La Jolla
Investments.

On May 9, 2003, the Company issued 2,165,000 shares of common stock valued at
$411,350 to related parties for services rendered.

On June 24, 2003, the Company issued 422,459 shares of common stock to the Shaar
Fund Ltd. for principal and accrued interest of $40,000 and $1,330,
respectively, with respect to a $1,000,000 8% convertible debenture due November
2, 2007.

During July 2003, the Company issued 6,000,000 shares of common stock to
Augustine Funds, L.P. for principal and accrued interest of $600,000 and
$10,500, respectively, with respect to a $1,000,000 8% convertible debenture due
August 4, 2005.

On October 16, 2003 the Company issued 10,000,000 shares of common stock in
connection with a 57 month endorsement agreement. The shares were valued at the
market on date of issuance for $1,070,000. Accordingly, this amount was recorded
as deferred compensation and is being amortized over the life of the agreement.
The Company recognized $168,950 in amortization expense for the year ended
December 31, 2003.

On October 16, 2003 the Company issued 313,650 shares of common stock valued at
$12,546 to an former employee in settlement of a claim.

On December 1, 2003 the Company issued 200,000 shares of common stock valued at
$31,111 in partial settlement of accounts payable of $65,000.

On December 2, 2003 the Company issued 250,000 shares of common stock valued at
$25,000 to La Jolla for principal of $25,000 for a partial payment on an $85,000
promissory note obligation to La Jolla Investments.

On December 2, 2003 the Company issued 5,703,071 shares of common stock valued
at $399,215 in full payment of a convertible loan .

On December 2, 2003 the Company issued 100,000 shares of common stock valued at
$10,000 for services rendered.

On December 2, 2003 the Company issued 1,000,000 shares of common stock valued
at $100,000 to for advisory services.

On December 2, 2003 the Company issued 1,000,000 shares of common stock valued
at $100,000 for consulting services.

On December 2, 2003 the Company issued 17,000 shares of common stock valued at
$1,700 in full payment of a debt.

On December 2, 2003 the Company issued 155,500 shares of common stock valued at
$15,555 as a payment of interest on a short term loan.

On December 2, 2003 the Company issued 300,000 shares of common stock valued at
$30,000 as a signing bonus.

On December 2, 2003 the Company issued 2,068,000 shares of common stock valued
at $206,800 to related parties in lieu of the balance of a severance settlement.

On December 2, 2003 the Company issued 500,000 shares of common stock valued at
$50,000 for services rendered.

On December 2, 2003 the Company issued 122,000 shares of common stock valued at
$18,300 to three former employees for salaries owed.

                                      F-14

<PAGE>


On December 2, 2003 the Company issued 3,445,131 shares of common stock valued
at $172,257 to a related party -in repayment of a long term debt outstanding
since 1999. The payment included interest accrued at the rate of 5%, totalling
$30,675

On December 2, 2003 the Company issued 2,802,567 shares of common stock valued
at $168,154 to Augustine Funds, L.P. for principal and accrued interest of
$148,000 and $20,154 respectively, with respect to a $1,000,000 8% convertible
debenture due August 4, 2005.

On December 2, 2003 the Company issued 500,000 shares of common stock valued at
$50,000 to five members of the Company's Board of Advisors.

On December 2, 2003 the Company issued 7,161,285 shares of common stock the for
conversion of $500,000 of debt owed to Whag.

On December 2, 2003 the Company issued 500,000 shares of common stock valued at
$50,000 for legal fees provided.

On December 2, 2003 the Company issued 1,500,000 shares of common stock valued
at $150,000 to the Company's Board of Directors.

On December 2, 2003 the Company issued 1,107,000 shares of common stock valued
at $106,433 to the Sharr fund. Fund Ltd. for principal and accrued interest of
$100,000 and $6,433 respectively, with respect to a $1,000,000 8% convertible
debenture due November 2, 2007.

On December 2, 2003 the Company issued 2,066,100 shares of common stock valued
at $103,305 for conversion of debt

On December 31, 2003 the Company issued 6,316,802 shares of common stock valued
at $538,261 to Whag, $500,000 principal and accrued interest of $38,261.

On December 31, 2003 the Company issued 3,000,000 shares of common stock valued
at $300,000 to Vindemiolla .$200,000 of this amount related to the cancellation
of a royalty program and the remaining $100,000 related to the release of patent
rights held as security.

On December 31, 2003 the Company issued 1,410,000 shares of common stock valued
at $141,000 for cash.

On December 31, 2003 the Company issued 150,000 shares of common stock valued at
$15,000 for principal of $15,000 for a partial payment on an $85,000 promissory
note obligation to La Jolla Investments.

9. STOCK PURCHASE WARRANTS

At December 31, 2003, Stock purchase warrants were outstanding as follows:

 Number of  shares
      issuable        Exercise price $     Month of expiration
-------------------  -------------------  -------------------------
       100,000                    6.25          August 2005
     3,500,000                    6.20          April  2006
       250,000                    6.28          July   2006
     1,000,000                    0.10          June   2006
     ----------
     4,850,000

Warrants issued, exercised, cancelled and expired in the Year ended December 31,
2003.

                                      F-15
<PAGE>


Effective  June 27,  2003,  the  Company  obtained  a bank  line of  credit  for
$1,500,000  to fund its  operations.  As of December 31,  2003,  the Company had
borrowed $1,496,862 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,  $26,000 was charged to  operations as finance costs for the
six months ended December 31, 2003.

No warrants were exercised during the year ended December 31, 2003

200,000 warrants were cancelled during the year ended December 31, 2003

10. Stock Options

On July 15, 2002, the Company's Board of Directors passed a resolution amending
the 2001 Stock Option Plan, as permitted under section 8 thereof, to increase
the maximum number of Shares that may be issued or transferred pursuant to
Options to 14,000,000 and adopting the 2002 Stock Compensation Plan, which
provides for the issue of up to 1,250,000 shares at $0.02 per share and
1,250,000 at $0.03.

On July 31, 2002, the Company's Board of Directors passed a resolution providing
for the issue of cashless options to 2 former executives of the Company to
acquire a total of 8,003,875 shares of the Company at a deemed price of $0.0075
in settlement of outstanding salaries. Options covered by this resolution were
issued on September 9, 2002 resulting in an administrative cost of $60,029. As
of December 31, 2002, 3,448,280 of these options had been exercised leaving a
balance outstanding of 4,555,595.

On November 6, 2003, the Company's Board of Directors passed a resolution
amending the 2001 Stock Option Plan, as permitted under section 8 thereof, to
increase the maximum number of Shares that may be issued or transferred pursuant
to Options to 30,000,000.

Stock option activity under the stock option plan is as follows:

                                    Weighted-
                               Number of  Shares            average
                                    Issuable                exercise
                                       #                     price $
---------------------------  --------------------------- --------------

Balance, December 31, 2001            1,100,000               0.20
  Granted                             8,003,875                .0075
  Exercised                          (3,448,280)               .0075
Balance December 31, 2002             5,655,595               0.045
  Granted                             1,260,000               0.10
  Exercised                                   0                  -
Balance December 31, 2003             6,815,595               0.055


                                      F-16

<PAGE>


The following table  summarizes the  outstanding  and exercisable  options as at
December 31, 2003:

   Exercise            Number          Weighted-average      Number
    prices           outstanding          remaining        exercisable
       $                  #            contractual life         #
---------------  ------------------  -------------------- -------------
    0.20              1,100,000             2.00            1,100,000
    0.075             4,555,595             3.69            4,555,595
    0.10              1,260,000             3.75            1,260,000

12. RELATED PARTY TRANSACTIONS

[a] Promissory Notes

Promissory notes payable to officers and directors or companies controlled by
officers and directors of the Company are unsecured, repayable on demand and
bear interest at 10%. As at December 31, 2003 , one note was outstanding, the
balance of the note is $623,036. The note holders have waived their interest for
the period ended December 31, 2003. Accordingly, the interest has not been
accrued.

13. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office premises and certain of its office equipment under
operating leases with various expiration dates to 2003. Rent expense for the
years ended December 31, 2003 and December 31, 2002 was $58,299 and $70,855
respectively. This table shows future minimum lease commitments under the leases
at December 31, 2003:

        2004                            42,837
        2005                             4,119
        2006                              -
                                   ------------
                                 $      46,957
                                   ============

Legal Proceedings

The Company has been threatened with potential litigation from its previous
auditors for an amount of approximately $155,000, which is included in accounts
payable. The agreement is that further negotiations will take place before any
action is taken on this balance.

                                      F-17
<PAGE>


Lawsuits have been threatened by the "ProShot Guarantors" for the completion of
their agreement, which requires the issue of additional stock. Negotiations are
currently taking place to settle this threat.

An action has been taken against the Company by La Jolla Investments alleging
that the Company did not convert warrants to stock when the warrant holder
elected. The Company has vigorously defended this action.

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 accounted for on the books. Both IGT and ProShot have filed Chapter
7 petitions under the federal bankruptcy laws. The financial statements have not
been adjusted to reflect the bankruptcy filings.

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.

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 is
currently seeking an out of court settlement on the basis of shares for debt.

14. INCOME TAXES

The Company is subject to United States federal and state income taxes at an
approximate rate of 34% and is subject to Canadian federal and provincial
combined tax rates of approximately 45%. It is eligible for a credit against its
Canadian taxes of amounts approximating its US taxes.

The reconciliation of the provision (recovery) for income taxes before the
extraordinary loss, at the United States federal statutory rate compared to the
Company's income tax expense as reported is as follows:

                                                    2003         2002
                                                 ----------  -----------
                                                   $ 000's      $ 000's
                                                 ----------  -----------
Tax expense (recovery) at U.S. statutory rates    (1,291)      (1,002)
Lower (higher) effective Canadian income taxes      (177)        (137)
Change in valuation allowance                        845          340
Non-deductible expenses                              623          805
                                                 ----------   ----------
Income tax provision (recover)                        -           -
                                                 ==========   ==========

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company has
recognized, a valuation allowance for those deferred tax assets for which it is
more likely than not that realization will not occur. Significant components of
the Company's deferred tax assets as of December 31 are as follows:

                                      F-18

<PAGE>
                                                    2003         2002
                                                 ----------   ----------
                                                   $ 000's      $ 000's
                                                 ----------   ----------
Net operating loss carryforwards                    6,331       5,708
Research expenditures for Canadian tax purposes     1,170       1,170
                                                 ----------   ----------
Total deferred tax assets                           7,501       6,878
                                                    7,501       6,878
                                                 ----------   ----------
Net deferred tax assets                                -         -
                                                 ==========   ==========

The Company has scientific research expenditures for Canadian income tax
purposes in the amount of $3,655,000 that may be applied to reduce taxable
income of future years for Canadian income tax purposes.

The Company has net operating losses for United States Income Tax purposes of
$2,300,000, which will expire in the year 2022. Pursuant to Section 382 of the
Internal Revenue Code, use of the Company's net operating loss carryforwards may
be limited if the Company experiences a cumulative change in ownership of
greater than 50% in a moving three-year period. Ownership changes could impact
the Company's ability to utilize net operating losses and credit carryforwards
remaining at the ownership change date. The limitation will be determined by the
fair market value of common stock outstanding prior to the ownership change,
multiplied by the applicable federal rate.


                                      F-19

<PAGE>

ITEM 8. CHANGES AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

There were no changes and disagreements with accountants on accounting and
financial disclosure during the year.

ITEM 8a. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c). Based upon that evaluation, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in enabling the Company to record, process, summarize
and report information required to be included in the Company's periodic SEC
filings within the required time period.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

The following table and text sets forth the names and ages of all directors and
executive officers of the Company and the key management personnel as of
December 31, 2003. The Board of Directors of the Company is comprised of only
one class. The directors will serve until the next annual meeting of
stockholders and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. Executive officers
serve at the discretion of the Board of Directors, and are appointed to serve
until the first Board of Directors meeting following the annual meeting of
stockholders. Also provided is a brief description of the business experience of
each director and executive officer and the key management personnel during the
past five years and an indication of directorships held by each director in
other companies subject to the reporting requirements under the Federal
securities laws.

Robert C. Silzer, Sr. - Chairman, Chief Executive Officer and Director

Robert C.  Silzer,  Sr.  ("Bob") is the founder,  Chairman  and Chief  Executive
Officer of the Company and has acted in this capacity since the inception of the
Company.

Blake Ponuick - Vice President, Sales and Marketing

Mr. Ponuick joined the Company in September 2003 .
From 2001 to 2003 Mr. Ponuick was the founder, President and CEO of Mergence
Communications Fro, 1996 to 2001 Mr. Ponuick was the founder, President and CEO
of GSN Global systems Network

Alex Doaga, MSc. - Vice President, Engineering

Mr Doaga has been employed by the Company as VP Engineering, since 1996.

Don Adamson, VP Golf Operations

Mr Adamson joined the Company in November 2003.
From 1993 to 2003 Mr Adamson was President and CEO of the Global Leaderboard
Group of Companies.


                                       12
<PAGE>

Greg Norman -Director

Mr. Norman has been a Director of the Company since May 7, 2003

Greg Norman is a legend in both the game and business of golf. His 86 tournament
victories worldwide include 20 PGA Tour titles and two British Open
Championships. Norman is also the CEO of one of the world's most successful golf
course development and management companies, Great White Shark Enterprises.
Recently named to the Board of Directors for GPS Industries Norman has endorsed
Inforemer for the 60-plus courses in which his Company is involved around the
world.

Rick Horrow - Director

Rick Horrow has been a Director of the Company since February 19, 2003

Rick Horrow is considered an innovator in the field of sports law and an
accomplished financier with an impressive roster of profitable public and
private sports partnerships, Mr. Horrow is the founder and president of South
Florida-based Horrow Sports Ventures, the most respected name in sports
consultancy throughout the world, responsible for the development,
implementation and modernization of many of the 69 NFL, NBA, NHL, and Major
League Baseball stadiums and arenas in North America. As president of Horrow
Sports Ventures, he successfully negotiated the strategic sale of a substantial
equity position from his Company to Omnicom Group, Inc.

Rick Horrow's experience in the industry has led to the creation of the $228
million Kansas International Speedway, the successful approval of a $250 million
single-issue public facility referendum in Oklahoma City, the largest in U.S.
history, and has testified before the Senate Committee on the Judiciary on
behalf of sports teams, owners, and developers.

Mr. Horrow consults with the PGA TOUR on public funding initiatives, serves as
Development Advisor for Great White Shark Enterprises, and has also been
involved with the Jack Nicklaus Golden Bear companies. He has participated in
facility development for the Ladies Professional Golf Association, and has
worked with the State of Virginia to design and implement a master plan for the
development of golf course real estate projects for the public sector. Dubbed
the "Sports Professor" by the sports industry, he served as an expert
commentator for Fox Sports Network, ESPN, Fox Sports Biz and is currently the
Sports Business Analyst for CNNfn, Fox Sports Radio, Sporting News Radio, CBS
Sportsline and USA Today / XM Satellite Radio. Mr. Horrow has also been involved
in major facility deals with the National Football League, Major League
Baseball, National Basketball Association, NASCAR, Major League Soccer, the
NASDAQ 100 tennis tournament and the United States Department of Commerce
Business Development Center.

Douglas J. Wood - Director

Mr Wood has been a Director of the Company since February 26, 2003

Mr. Wood began his career as a financial analyst, and later, senior financial
analyst for Rockwell as part of the Defense Electronic Operations department,
based out of Anaheim, California. He then moved on to Kennemetal, Inc., where he
served as Project Manager for International Operations, Manager of Defense
Products Operations, and Marketing Manager for Metallurgical Products.
Determination and ambition inspired him to embark on a successful
entrepreneurial career as co-owner and president of Carrera Corporation, a
world-class provider of custom injection moulding manufacturing services that he
owned and operated for 13 years. After the successful sale of Carrera, Mr. Wood
contributed to the formation and establishment of Astro Instrumentation LLC, a
leading provider of cost-effective and complete manufacturing solutions for
technology and high-end corporate clients, such as Bayer, makers of Bayer
Aspirin. Mr. Wood was instrumental in signing a long-term agreement with
Inforetech during the closing months of 2002 whereby Astro will provide complete
manufacturing and support services for the Company.

Mr. Woods is also a dedicated philanthropist giving of himself and his time. He
currently sits on the board of the Latrobe Foundation, the Westmoreland Trust
and the Board of Trustees of Seton Hill University. Mr. Wood holds a B.A. in
economics from Brown University and an M.B.A. in corporate finance and
accounting from Cornell.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Exchange Act of 1934, as amended , requires the
Company's officers and directors, and persons who own more than ten per cent of
a class of the Company's securities , to file reports of ownership and changes
in ownership of common stock (Forms 3, 4, and 5) with the Securities and
Exchange Commission.  Based solely upon review of such forms we believe that all
such forms were timely filed.

                                       13
<PAGE>

Audit Committee

The Company is in the process of establishing an Audit Committee.

Code of Ethics

The Company has adopted a business code of ethics for directors and officers.

ITEM 10. EXECUTIVE COMPENSATION

Compensation Agreements

The only long-term employment agreement in place is an agreement with Mr Doaga,
the Vice President of Engineering which specifies an annual salary of $80,000
per year for a period of 5 years commencing September 1, 2002 and is
renegotiable after December 31, 2003.

The table below sets forth the Company's information for the Chief Executive
Officer of the Company. No others earned more than $100,000 for the fiscal year
ended December 31, 2003.

                           Summary Compensation Table
                        ---------------------------------
     Name and
Principal Position                        Year      Salary       Bonus
-------------------------               ---------- -----------  -------
Robert C. Silzer                          2003     $   96,348      0
Chief Executive Officer                   2002     $        0      0
                                          2001     $  100,000      0

There were no stock options granted to or exercised by the Directors or senior
officers of the Company during 2003 and 2002.

There were no stock options held by Directors or Officers of the Company as of
December 31, 2003 and December 31, 2002.

Stock Option Plan

The purpose of the plan is to provide additional incentives to those Directors,
Officers and key employees and Consultants of the Company and its subsidiaries
whose substantial contributions are essential to the continued growth and
success of the Company's business in order to strengthen their commitment to the
Company, to motivate them to faithfully and diligently perform their assigned
responsibilities and to attract and retain competent and dedicated individuals
whose efforts will result in long-term growth and profitability of the Company.
As at December 31, 2003 there were 1,260,000 options issued to employees at a
price of $0.10 outstanding There were no options outstanding at December 31,
2002.

Details  of the  Stock  Option  Plan are  provided  in Note 10 to the  Financial
Statements

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 31, 2003 with
respect to the beneficial ownership of the common stock of the Company by each
beneficial owner of more than 5% of the outstanding shares of common stock of
the Company, each director, each executive officer and all executive officers
and directors of the Company as a group, (i) the number of shares of common
stock owned by each such person and group and (ii) the percent of the Company's
common stock so owned.

As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Exchange Act as consisting of sole
or shared voting power (including the power to vote or direct the vote) and/or
sole or shared investment power (including the power to dispose of or direct the
disposition of) with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, subject to community property laws
where applicable. Each person has sole voting and investment power with respect
to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated. The address of those persons for which an address is not
otherwise indicated is:

Suite 214
5500 - 152nd Street
Surrey, British Columbia, V3S-8E7

                                       14
<PAGE>


                              Number of Shares of       Percentage of
                                 Common Stock          Outstanding Common
Name of Beneficial Owner      Beneficially Owned    Stock Beneficially Owned
-------------------------- -----------------------  -------------------------

Robert Silzer, Sr.               6,371,306                   4.225%
Doug Wood (2)                   15,978,087                  10.596%
Greg Norman (3)                 10,500,000                   6.963%
Rick Horrow                      1,250,000                   0.829%
Blake Ponuick                      300,000                   0.199%
All Directors and Executive
Officers (5 persons)            34,399,393                  22.813%

(1) Percentages based on 150,791,649 shares of Common stock outstanding as at
December 31, 2003 (2) 13,478,087 shares are held indirectly through Whag
Investments LLC (3) 10,000,000 shares are held in the "Greg Norman Irrevocable
Trust dated 12/17/1998".

Director's Compensation

During 2003 the Company issued 500,000 with a market value of $50,000 to each of
the Company's directors.

Equity Compensation Plan

Details of the Company's plan have been included in the Notes to the Financial
Statements.

PART IV

Item 12. Certain Relationships and Related Transactions

[a] Promissory Notes

Promissory notes payable to officers and directors or companies controlled by
officers and directors of the Company are unsecured, repayable on demand and
bear interest at 10%. As at December 31, 2003 , one note was outstanding, the
balance of the note is $623,036 (2002, $683,759) The note holders have waived
their interest for the period ended December 31, 2003. Accordingly, the interest
has not been accrued.

                                       15
<PAGE>

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8K.

(a ) Exhibits

   Exhibit Number        Title

        3.1              Articles of Incorporation as filed with the Nevada
                         Secretary of State on December 12, 1995 (1)

        3.2              Certificate of Amendment to the Articles of
                         Incorporation as filed with the Nevada Secretary of
                         State on January 3, 2000 (2)

        3.3              Certificate of Amendment to the Articles of
                         Incorporation as filed with the Nevada Secretary of
                         State on January 20, 2000 (2)

        3.4              Bylaws (1)

       10.1              Share Exchange and Finance Agreement dated as of
                         December 16, 1999 (2)

       10.2              Security Purchase Agreement The Shaar Fund Ltd, (3)

       21.1              Subsidiaries of Registrant.

       23.1              Consent of Independent Certified Public Accountants *

       31                Certification of Chief Executive Officer and Chief
                         Financial Officer pursuant to Section 302 of the
                         Sarbanes Oxley Act of 2002 *

       32                Certification of Chief Executive Officer and Chief
                         Financial Officer pursuant to Section 906 of the
                         Sarbanes Oxley Act of 2002 *

(1) Incorporated by reference to the Exhibits to the Registration Statement on
Form 10-SB

(2) Incorporated by reference to the Exhibits to the Form 8-K filed on Jan 29,
2002(file number 000-30104)

(3) Incorporated by reference to Registration Statement Form SB-2 filed on
October 4, 2000

(b) Reports on Form 8-K

* Filed herewith.
                                       16

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND  SERVICES

The fees billed for the last two fiscal years for professional services rendered
by the principal accountants for the Company's audit of the annual financial
statements and for the review of financial statements included in the Company's
Form 10 -QSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings for those fiscal years was

2003     Audit, $32,500 Review of 10Q's, $9,000

2002     Audit, $30,000 Review of 10Q's, $7,500


                                       17


<PAGE>

SIGNATURES

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


                                                     GPS INDUSTRIES, INC.


                                        By:      /s/ Robert C. Silzer, Sr.
                                                 -------------------------------
                                                     Robert C. Silzer, Sr.
                                                     President, Chief Executive
                                                     Officer and Chief Financial
                                                     Officer

Dated: April 20, 2004

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By:      /s/ Robert C. Silzer, Sr.                     Dated: April 20, 2004
         --------------------------
             Robert C. Silzer, Sr.
             President, Chief Executive Officer,
             Chief Financial Officer and
             Director

By:      /s/ Douglas Wood                             Dated: April 20, 2004
         --------------------------
             Douglas Wood
             Director

By:      /s/ Rick Horrow                              Dated: April 20, 2004
         --------------------------
             Rick Horrow
             Director