SecProbe.io

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

       DIVISION OF
CORP ORA TION FINANCE

Mail Stop 0407

        November 10, 2005

Via U.S. Mail and Fax (604) 576-7460
Michael Martin
Corporate Controller
GPS Industries, Inc.
5500 152nd Street
Suite 214
Surrey, British Columbia V3S-5J9

 RE: GPS Industries, Inc.
Form 10-K for the fiscal year ended December 31, 2004
Filed April 18, 2005

Form 10-Q for the quarters ended March 31 and June 30, 2005
File No. 0-30104

Dear Mr. Martin:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please address the following comments in future
filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Michael Martin
GPS Industries, Inc.
November 10, 2005
Page 2

Annual Report filed on form 10-KSB for the year ended December 31, 2004

Note 2 – Acquisitions, pages F-6 – F-8

1. We note your responses to comments 1 and 2.  We note that based on your analysis of EITF 98-3, you concluded that you acquired an asset and not a business.  Given this determination,
and in light of your response to comment 1 and 2 in your first response letter, we ask that you
revalue the patent asset at its total fair value.  Recording the patent asset at its fair value is
required by the general concepts with respect to accounting for asset acquisitions set forth in
paragraphs 3-8 of SFAS 141.  While we acknowledge you are not within the scope of SFAS
141 as this does not represent a business combination, we believe it would be appropriate to look to the general concepts set forth therein.  Specifically, we ask that in addition to the
value you assigned based on the NPV of future cash flows derived from third party licensing
of the patent, you also consider the NPV of future cash flows you are saving by owning the
patent, i.e. by applying the “relief from royalty ” method.  If it is determined that this dual
valuation gives you a total less than the amount you paid, you may take a day one impairment representing this overpayment premium.

As you have stated in our phone conversations, and in accordance with FAS 144, paragraph 8, you performed an impairment test as of December 31, 2004 for recoverability.  We ask
that you confirm that this recoverability testing of the cash flows was done at the lowest level
for which identifiable cash flows are largely i ndependent of other cash flows for other groups
of assets and liabilities as required by paragraph 10 of SFAS 144.  In your situation, it would
appear that this level would be the underlying business, as contemplated by paragraph 11 of
SFAS 144.  Testing would be performed at this level because the requirements of SFAS 144, paragraph 7, would indicate to look to the sum of undiscounted cash flows expected to result
from the use and eventual disposition of the asset or asset group.  Accordingly, while the
cash flows prepared to calculate the value of the patent asset under the “ relief from royalty ”
method would be appropriate for initial fair value determination, in testing the asset for
impairment under SFAS 144 such a method would not be appropriate.  Once you have
completed your impairment test with respect to the patent asset under SFAS 144, if the amount is different than the impairment loss you had previously reported, please revise or
advise.

Michael Martin
GPS Industries, Inc.
November 10, 2005
Page 3

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments and
provides any requested information.  Detailed letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filings or in response to our comments on your filings.

You may contact Paul Monsour, Staff Acc ountant, at (202) 551-3360 or Carlos Pacho,
Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any
other questions.

Sincerely,

Larry Spirgel
Assistant Director