SecProbe.io

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GPS industries
Suite 214
5500 152nd Street,
Surrey, BC V35 5j9
toll free: 888.MOREGPS
fax: 604.576.7460
www.gpsindustries.com

October 21, 2005
                                                                 VIA FAX & EDGAR

Paul Monsour
Staff Accountant
United States Securities And Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Mr. Monsour:

Re:      GPS Industries, Inc. ("GPSI")
         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. Monsour:

We have received your letter dated October 3 and your comments therein, together
with our responses are noted below for your review:

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

Note2 - Acquisitions, pages F-6 - F-8

1. We note your response to our previous comments 1 and 5. Addressing EITF 98-3,
tell us in detail how you concluded that your acquisition was that of a business
and not an asset. In this regard, we note in your response that the only asset
of real value acquired was US Patent No. 5,364,093. We also note that Optimal
was a small private company which had limited license revenue from three patent
licenses.

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We have reviewed our accounting treatment of the acquisition of Optimal, with
particular reference to EITF 98-3. We could not find an illustrative example in
EITF 98-3 which exactly matched the circumstances of our acquisition of Optimal,
however we feel that the principles outlined in paragraph 6 f. "Outputs" address
some of the issues which arise from that acquisition.

In particular, a paragraph in this section of EITF 98-3 states that under a `de
minimis' rule if all, or substantially all, the fair value of a transferred set
of assets is represented by a single tangible or identifiable intangible asset
then the concentration of value in such single asset is an indicator that an
asset rather than a business is being received.

This `de minimis' rule is exactly on point to our acquisition of Optimal. As you
have noted the only asset of real value acquired was US Patent No. 5,364,093,
which provided, and continues to provide, the sole source of revenue for
Optimal.

After consideration of the above points, and after consultation with our
auditors and legal counsel, we are therefore of the opinion that the acquisition
of Optimal represented the acquisition of an asset rather than the acquisition
of a business.

Periodic and current reporting on the form 8-K dated November 26, 2004

2. In conjunction with your response above, please give us an update and your
reasoning for whether or not you have decided to file the financials of Optimal
Golf Solutions, Inc. per the requirements of Item 310(b) of Regulation S-B.

Based upon our determination that the acquisition of Optimal represented the
acquisition of an asset rather than a business, and after consultation with our
auditors and legal counsel, we are of the opinion that the filing of financial
statements for Optimal Golf Solutions, Inc. is not required under the provisions
of Item 310(b) of Regulation S-B. Accordingly we do not propose to file such
financials.

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Finally, we confirm the following:

     1.   GPSI is responsible for adequacy and accuracy of the disclosure in the
          filings;

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

     3.   GPSI may not assert  staff  comments  as a defence in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

     4.   We  acknowledge  that the  Division of  Enforcement  has access to all
          information  we provide to the staff of the  Division  of  Corporation
          Finance in your review of our filings or in response to your  comments
          on our filings.

We look forward to working with you and your staff and cooperating fully to
answer your questions and clarify any further issues you may have. Please feel
free to call me at 604-576-7442 at any time to discuss these matters further.

Yours sincerely,

/s/ Michael Martin
--------------------
Michael Martin
Corporate Controller

cc. Robert C. Silzer, President & CEO

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