SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NORMAN GREGORY JOHN

(Last)

(First)

(Middle)

501 NORTH A1A

(Street)

JUPITER

33477

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2006

3. Issuer Name and Ticker or Trading Symbol
GPS INDUSTRIES, INC. [ GPSN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,745,441	I	By 2004 Trust⁽¹⁾⁽²⁾
Common Stock	264,872	I	By 2005 Trust⁽¹⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	94,112,984	$0.61	I	By 2004 Trust⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Warrant (right to buy)	02/28/2006	12/28/2011	Common Stock	18,901,579	$0.122	I	by the 2004 Trust⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Additional Investment Right⁽²⁾	12/19/2006	04/28/2007	Common Stock	61,475,410	⁽⁴⁾	I	By the 2004 Trust⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Warrant (right to buy)	12/03/2004	12/02/2007	Common Stock	1,900,000	$0.15	I	By the 2004 Trust⁽¹⁾

1. Name and Address of Reporting Person^*

NORMAN GREGORY JOHN

(Last)

(First)

(Middle)

501 NORTH A1A

(Street)

JUPITER

33477

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bessemer Trust Co.,Trustee of the Gregory John Norman Intangilbe Trust dated 12/02/2004

(Last)

(First)

(Middle)

501 NORTH A1A

(Street)

JUPITER

33477

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Greg Norman is the beneficiary and the principal and sole beneficiary of both the Gregory John Norman Intangible Trust 12/1/2004 (the "2004 Trust") and the Gregory John Norman Intangible Trust 12/1/2005 (the "2005 Trust"). The 2004 Trust owns 100% of the issued and outstanding capital stock of Great White Shark Enterprises, Inc.("Great White").

2. The 2004 Trust is the record owner of these 13,745,441 shares of Issuer's common stock.

3. The 2005 Trust is the record owner of these 264,872 shares of Issuer's common stock.

4. These securities are directly owned by Great White and are indirectly owned by the 2004 Trust, as the owner of 100% of the capital stock of Great White and by Gregory Norman as the principal and sole beneficiary of the 2004 Trust.

5. Pursuant to that certain Securities Purchase Agreemene dated 12-13-06, by and among Issuer and the purchasers named therein, Great White has the right, until April 28, 2007, to increase its aggregate investment in the shares of Series B Convertible Preferred Stock ("Series B") of the Issuer and warrants to purchse shares of Common Stock of the Issuer by $3 million and to receive one shares of Series B of Issuer and a warrant to purchase 40.983607 shares of Common Stock of Issuer in return for each $10 cash investment made by it. Accordingly, Great White has the right until April 28, 2007 to purcahse up to an addtional 300,000 shares of Series B of Issuer and warrants to purchase up to a total of 12,295,082 shares of Common Stock of Issuer. Each warrant is exercisable at any time until 12-28-11 at an initial exercise price of $.122 per share of Common Stock of Issuer, subject to adjustment in accordance with the terms of the warrants.

6. The number of shares of Common Stock of Issuer into which one share of Series B of Issuer is convertible is determined by dividing the stated value of such share of Series B ($10.00) by the existing conversion price, which, as of the date hereof, is $.061. Assuming full exercise by Great White of its right to purchase up to an additional 300,000 shares of Series B and warrants to purchase up to a total of 12,295,082 shares of Common Stock, Great White has the right to acquire, upon conversion of such shares and the exercise of such warrants, an additional 61,475,410 shares of Common Stock of Issuer. The Additional Investment Right is indirectly owned by the 2004 Trust, as the owner of 100% of the capital stock of Great White and indirectly owned by Greg Norman as the principal and sole beneficiary of the 2004 Trust.

7. The shares of Series B of Issuer are convertible into shares of Common Stock of Issuer at any time.

8. Not applicable

	Gregory John Norman	01/16/2007
	Mark Parthener as Trustee of the Gregory John Norman Intangible Trust 12/1/2004	01/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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