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

                                   FORM 10-K/A
                                (Amendment No. 1)

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

                   For the fiscal year ended December 31, 2002

                        Commission file number 001-15977

                             Tiger Telematics, Inc.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                                13-4051167
       (State of other jurisdiction of                  (I.R.S. Employee
        incorporation or organization)                Identification No.)


           10201 Centurion Parkway N. Ste. 600 Jacksonville, FL 32256
               (Address or principal executive offices) (Zip code)

                                 (904) 279-9240
               (Registrant's telephone number including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 par value


Indicate by check mark 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  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [X]


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined by Exchange Act Rule 12b-2). Yes [ ] No [ X ]

Aggregate market value of common stock held by  non-affiliates of the registrant
as of March 1, 2005 was $1,158,780,000.


Number  of  shares  of  common  stock  outstanding  as of March 1, 2005 was 46.5
million.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

Explanatory Note


Tiger  Telematics,  Inc. (the  "Company") is filing this  Amendment  No.1 to its
Annual  Report on Form 10-K for the year ended  December  31, 2002 (the  "Annual
Report") to include updated  financial  information in certain  sections of Part
II, the  information  required under Part III and to include  audited  financial
statements  and the notes and schedules  thereto in  substitution  for unaudited
financial  statements  previously  included in the Annual Report.  Except to the
extent of the updated  financial  information in certain sections of Part II and
as required in Part III or in the financial  statements or notes  thereto,  this
Amendment  No.1  does not  reflect  events  occurring  after  the  filing of the
original Annual Report,  or modify or update the disclosures  therein in any way
other than as described above. The Company's  financial  position and results of
operations  reflected  in the  audited  financial  statements  included  in this
Amendment  No.1 are  materially  different  from those  reported in the original
Annual Report.  Total assets increased  approximately  44% and net loss declined
approximately  19%. The Company's  business,  capital  structure and  prospects,
however, are significantly different from those reflected in the original Annual
Report.  For further  information  concerning these matters see the notes to the
financial statement included in this report.

In July 2004,  the Company's  shareholder's  approved a 1 for 25 reverse  common
stock split.  Except as otherwise  indicated all share amounts  included in this
report reflect such reverse split.






                                       2
<PAGE>
<TABLE>
<CAPTION>


                                     PART II

ITEM 6.  SELECTED FINANCIAL DATA

The selected  consolidated  financial data as of and for the year ended December
31,  2002,  2001 and for the period  July 3, 2000,  date of  inception,  through
December  31 2000 have been  derived  from the  audited  consolidated  financial
statements of the Company.  The selected  consolidated  financial data should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition  and Results of  Operations"  (Item 7 of this  report) and the audited
consolidated  financial  statements and related notes thereto included elsewhere
herein.

Year  ended  December  31,  2002,  2001 and period  from July 3,  2000,  Date of
Inception, through December 31, 2000.

                                            2002           2001           2000
<S>                                     <C>            <C>            <C>
OPERATING  DATA:  (IN  THOUSANDS,
EXCEPT SHARE AND PER SHARE AMOUNTS)

Net Sales                               $       284    $         0    $         0
Cost of goods sold                              385              0              0
                                        -----------    -----------    -----------
Gross loss                                     (101)             0              0
General and administrative                    5,172            283              0
Selling and marketing                           597              0              0
                                        -----------    -----------    -----------
Operating loss                               (5,870)          (283)             0
Other income, (expense)                      (4,826)             0              3
Interest expense, net                           (38)          (146)           (29)
                                        -----------    -----------    -----------

Net loss from continuing operations     $   (10,734)   $      (428)   $       (26)
Net loss from discontinued operations          (353)          (871)          (639)
                                        -----------    -----------    -----------

Net loss                                    (11,087)        (1,299)          (665)
                                        ===========    ===========    ===========
Basic and diluted net loss per
common share                            $   (3.9278)   $   (0.5978)   $   (0.3068)
                                        ===========    ===========    ===========
Weighted average shares of
outstanding                               2,822,876      2,173,099      2,169,467


                                                        December 31,
                                            2002           2001           2000
BALANCE SHEET DATA: (IN THOUSANDS)


Working capital                         $    (5,398)   $    (1,394)   $      (899)
Total assets                                    647          1,299            830
Total liabilities                             5,952          2,693          1,495
Stockholders' deficit                         5,305         (1,395)          (665)

</TABLE>

                                       3
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 23E of the Securities
Act of 1934,  as amended.  These  statements  relate to future  events or future
financial  performance.  Any  statements  contained  in this report that are not
statements of historical fact may be deemed to be forward-looking statements. In
some cases,  forward-looking statements can be identified by terminology such as
"may," "will," "should," "expect," "plan,"  "anticipate,"  "intend",  "believe,"
"estimate,"  "predict," "potential" or "continue," or the negative of such terms
or other comparable terminology.  These statements are only predictions.  Actual
events or results may differ materially.

Although  the  Company   believes  that  the   expectations   reflected  in  the
forward-looking  statements are reasonable,  the Company cannot guarantee future
results, levels of activity, performance or achievements.  Moreover, neither the
Company, nor any other person or entity, assumes responsibility for the accuracy
and  completeness  of the  forward-looking  statements.  The Company is under no
obligation to update any of the  forward-looking  statements after the filing of
this Form 10-K to conform such statements to actual results or to changes in the
Company's expectations.

The  following  discussion  should  be read in  conjunction  with the  Company's
financial  statements,   related  notes  and  the  other  financial  information
appearing  elsewhere  in this Form 10-K.  Readers  are also  urged to  carefully
review and consider the various  disclosures made by the Company,  which attempt
to advise interested parties of the factors affecting the Company's business.

General

Overview

In May of 2001,  the  Company  completed  a  reverse  shell  merger  with  Media
Communications  Group, Inc.  ("MCGI").  Prior to the acquisition of Floor Decor,
Inc.  ("Floor  Decor"),  MCGI was a "public shell" company,  with no significant
operations  or assets.  The  acquisition  of Floor Decor was  accounted for as a
reverse  acquisition.  Under a reverse  acquisition,  Floor Decor is treated for
accounting  purposes  as  having  acquired  MCGI  and the  historical  financial
statements of Floor Decor become the  historical  financial  statements of MCGI.
Therefore,  all references to the historical  activities of the Company refer to
the historical  activities of Floor Decor. Floor Decor changed its name to Tiger
Telematics, Inc. on June 6, 2002.

The  limited  operating  history  of the  Company  makes its  future  results of
operations difficult to predict.

Tiger  Telematics,  Inc. ("Tiger  Telematics" or the "Company"  previously named
Floor  Decor,  Inc.) is the  parent  company  of three  subsidiaries.  The first
subsidiary,  Media Flooring,  Inc., operating through its subsidiary Floor Decor
LLC, operates a flooring products sales and service business,  which represented
all of the business operations of the Company during 2001. The Company announced
the  discontinuation of the flooring segment on June 6, 2002 and sold the assets
on August 9,  2002.  On  February  4,  2002,  the  Company  acquired  its second
subsidiary,  Tiger  Telematics  LTD, a UK company,  which  develops and provides

                                       4
<PAGE>

telematics products and services to the business-to-business  segment in Europe.
On June 29, 2002, the Company set up its third  subsidiary Tiger Telematics USA,
Inc.  ("Tiger  USA") and it  acquired  the assets  and  certain  liabilities  of
Comworxx,  Inc.  ("Comworxx"),   a  Sarasota,  Florida  based  entity  that  was
developing  telematic  products and services to the business to consumer segment
in the United States.  That business has suspended  operations until the Company
does further evaluation.

On December 17, 2002, the Company sold Tiger Telematics.  Ltd. to a Swedish firm
in exchange for a royalty agreement.  At the same time, the Company formed Tiger
Telematics  Europe,  Ltd. ("Tiger Europe") to focus on Western Europe customers,
marketing  principally  in  England  and in  developing  its new  generation  of
products, developing and launching its child tracking devices.

Flooring - Discontinued Operations.

Floor Decor  operated a "big box  superstore" in Fort  Lauderdale,  Florida that
offered a wide selection of floor coverings  including carpet,  area rugs, wood,
and  laminates  at  discount  prices  to both  commercial  accounts  and  retail
customers.  The  Company's  store is over 40,000 sq. ft. and stocks an extensive
product line including over 5,000 area rugs and 1,000,000 sq. ft. of other floor
coverings. The assets and certain liabilities of the flooring business were sold
on August 9, 2002 effectively eliminating the flooring segment.

Telematics

On February 4, 2002, the Company  acquired Eagle Eye  Scandinavia  Distribution,
LTD, and changed its name to Tiger  Telematics  Ltd. The  consideration  paid in
this  transaction  consisted  entirely of shares of the Company Common Stock, as
was  reported in the  Company's  Current  Report on Form 8-K dated  February 19,
2002.

Tiger  Telematics  Ltd. is an early stage company engaged in the development and
distribution  of telematics  products.  Telematics  products  allow the wireless
exchange or delivery of communication,  information, and other content between a
vehicle and its occupant,  and external  sources or  recipients.  The telematics
industry   aggregates  the  functionality  and  content  of  various  industries
including  consumer  electronics,  cellular and security devices,  among others,
into a seamless service offering.  This business was an exclusive distributor of
a telematics  product of one manufacturer in Scandinavia.  In December 2002, the
shares of this business were sold to a Swedish company.

The Company also started another subsidiary in London, England, Tiger Telematics
Europe, Ltd., which focused on developing new telematics products, on developing
child-tracking  devices and on marketing in England and Western Europe primarily
to large fleet suppliers such as rental car companies.

On  June  25,  2002,  the  Company  created  a  wholly  owned  subsidiary  Tiger
Telematics,  USA,  Inc.  that  acquired  the assets and certain  liabilities  of
Comworxx as disclosed in the note I to financial statements.  That subsidiary is
currently in a dormant state after deciding that it cannot launch the products.

A non-cash  provision of $1,152,713 was made in December 2002 for the bankruptcy
and  liquidation of MINIME Inc., the buyer of the assets and Floor Decor LLC for
potential  contingent  liabilities  that might arise from that  transaction.  In

                                       5
<PAGE>

first  quarter of 2003,  the Tiger  Telematics  Ltd.  corporation  was placed in
receivership  by a certain  creditor of the firm. The Company is monitoring this
process to determine if any potential liabilities could arise.

Results of Operations

The Company  began  operations  in July of 2000; as a result it had no operating
results or balance  sheet for 1999 with which to compare  its  results for 2000.
The Company opened its "big box superstore" in Fort  Lauderdale,  Florida in the
fall of 2000. The Company had very limited operations during the period from its
inception,  July 3,  2000  through  December  31,  2000  and  reported  sales of
$298,318.

The Company  incurred  operating  losses in 2000.  As of December 31, 2000,  the
Company had an accumulated deficit of $665,404.

Twelve  months-ended  December  31,  2001  compared to the twelve  months  ended
December 31, 2000.

The  Company  had a single  small  retail  store  opened for  business  prior to
September 30, 2000 and this store was closed later in the year 2000. This retail
store sold products to customers but did not offer installation services for any
products  sold.  All  products  sold  from this  location  were  purchased  at a
liquidation  sale at costs  that were  lower  than  market  value at the time of
purchase resulting in an unusually high gross margin percentage.

Net Sales: As a result of the  classification  to discontinued  operations sales
for 2001 and 2000 are zero.

Gross Profits:  Similarly, gross profit was zero for 2001 and 2000.

Selling Expenses:  Selling expenses for 2001 and 2000 are similarly zero.

General and Administrative  Expenses:  General and  administrative  expenses for
2001 were  $280,000  as  compared  to zero due to the  reclass  to  discontinued
operations  and the  start-up of the  business in late 2000.  The reason for the
general and  administrative  expenses being high are the costs  associated  with
being a public company,  primarily fees for accounting,  legal, and professional
services.

The Company  incurred  costs  during the 4th quarter  related to  evaluation  of
several strategic opportunities. The sale of Eagle Eye in first quarter 2002 was
a result  of this  evaluation.  Other  Expenses:  Other  expenses  for 2001 were
$146,000 as compared to $29, for 2002. The increase in other expenses  consisted
primarily of interest expense on loans to stockholders.

Net Loss from continuing operations: The Company reported a net loss of $428,000
from  continuing  operations  in 2001 compared to a net loss of $26,000 in 2000.
Setting up the Company's infrastructure and costs associated with being a public
company account for the difference.

Net Loss from discontinued  operations:  Discontinued  operations recorded a net
loss of  $871,000  in 2001  as  compared  to a loss of  $639,000  in  2000.  The
operation of flooring segment was discontinued in June 2002.

                                       6
<PAGE>

Net  Loss:  Although  the  Company  reported  an  operating  loss  for  2001  of
$1,299,000,  a substantial  portion of the loss consists of expenses incurred in
preparation  for  anticipated  growth of the Company.  These expenses  relate to
establishing a public company, pursuing strategic growth opportunities,  such as
the acquisition of Tiger  Telematics  completed in February 2002.  Similarly the
Company's  management staff has been sized and has expertise and  infrastructure
to grow.

Twelve  months-ended  December  31,  2002  compared to the Twelve  months  ended
December 31, 2001.

Below is a summary of the  results of the Company  for the twelve  months  ended
December 31, 2002.

Net Sales:  The Company's  net sales were $283,730 in of 2002.  $102,047 of this
was shipped in fourth quarter. There are no comparables for the prior year since
the  telematics  unit  was not  acquired  until  February  2002.  This  includes
shipments  of its  telematics  products  that  are not a part  of the  Company's
strategic  business  model.  The Company defers income from connection fees from
telecom suppliers until the cancellation period expires on such contracts.  This
represents  deferred income that will be recorded  prorated in future  quarters.
The  Company's  business  model is based on  deriving  its sales and  subsequent
income from annual and monthly  fees from the telecom  providers  unlike most of
its competitors who derived most of their income from the sale of hardware.  The
Company did  experience  some  returns of product in the 2nd  quarter  that were
subsequently  shipped to other  customers in July 2002.  Many of these customers
were in  Scandinavian  countries  and will  not  continue  in 2003 as the  Tiger
Telematics,  Ltd. business, focused mostly in Scandinavian countries was sold in
December 2002. The Company believes that the pricing of its product offering, in
its business model, is less expensive than other competitive offerings.

Gross  Loss:  Gross  loss was  $(101,238)  for the  twelve  months of 2002.  The
telematics  products  reported a lower than anticipated gross profits as part of
the  initial  strategy  used to  introduce  its new  product in the  marketplace
earlier in 2002. A critical  mass of  shipments is a key to improving  the gross
profit  margin.  This is evident by results for fourth  quarter  where the gross
profit  was  44,629  or about  40%.  It is  anticipated  that a higher  level of
shipments  will be  reached by the first  half of 2003 to  further  improve  the
margin.  Similarly,  with sunken technology  development costs, the gross margin
can rapidly improve as volumes of shipments increase.  Although basic telematics
devices are can be built,  the accompanying  software is much more  challenging.
The Company has a substantial expertise in this development,  which will improve
gross  profit in future  quarters.  The  Company  expended  funds in hiring  and
retaining  several  new  executives  and  supporting  staff  with  expertise  in
technology,  telematics,  wireless  and  developing  products in the  telematics
space.  The Company has expended  funds in the  development of an improved fleet
product  scheduled  to ship  first  units  now in 2003,  as  opposed  to 2002 as
originally  expected due to a shortfall in funding  during the current  quarter.
The Company has a  substantial  expertise  in software  development,  which will
improve gross profit in future  quarters.  The Company has expended funds in the
2002 in the  development  of an improved  fleet product with  enhanced  features
scheduled to ship units in 2003.  The delay in finishing  the product was caused
primarily by serious funding shortfalls during the current quarter.  The Company
has made an initial  investment in a new  generation of child tracker  products.
Funding  shortfalls have delayed their  competition also. These are scheduled to
launch in third quarter of 2003.

                                       7
<PAGE>

Selling  Expenses:  Selling and marketing  expenses for the 2002 were  $597,188.
Most of this cost relates to the establishment of potential customers.  The sale
of Telematics products is a difficult and often lengthy process. The Company has
concentrated  its  marketing  effort  recently in the UK to large fleet  holders
based throughout  Europe.  The Company enjoys a healthy interest in its products
but still lacks funding for working capital and has experienced some problems at
the manufacturer of the base units on delivery. The Company's Scandinavian order
book was a part of the sale of the Tiger  Telematics  Ltd.  business in December
2002. The Company has expended funds in arranging  strategic  partnerships  with
wireless telecom  providers in order to implement its recurring revenue business
model.  However,  as the  operations  of the  Company'  telematic  products  are
shipping,  advertising  expense and overall selling  expenses as a percentage of
sales is anticipated to decrease.

General and Administrative Expenses: General and administrative expenses for the
twelve  months  ended  December  31, 2002 were  $5,171,731.  $2,181,747  of this
related to writedowns of intangible  assets related to Tiger Telematics Ltd. and
its sale in December  2002. A significant  reason for this increase is the costs
associated  with being a public company,  primarily fees for accounting,  legal,
professional and consulting services.  These fees were approximately  $1,063,820
in the twelve months of 2002 including  $180,000 of expenses was incurred in the
costs of an aborted  financing  effort with  Jefferies and Co, Inc. that was not
successful.  The  Company  also  incurred  costs  during  2002  related  to  the
evaluation of several strategic opportunities. The purchase of Tiger Telematics,
Ltd. and the Comworxx, Inc.'s assets are two of the results of this evaluation.

In addition,  the  development  of Tiger  Telematics  Ltd.  (now sold) and Tiger
Telematics  Europe  Ltd.  also  contributed  to the  increase in the general and
administrative expenses of the Company.  Expenditures were made to configure the
TT7000  product to obtain the coveted  Thatcham Q class  rating for the product.
This  rating may allow  insurance  companies  to provide a discount  in costs to
users of the Company's telematics devices. Some costs related to the development
of the infrastructure for the telematics business including product development,
engineering,  training  of  installers,  and  other  administrative  efforts  to
facilitate anticipated sales. In addition,  several companies are now conducting
trials of the product in Europe that costs the Company  currently but may result
in the shipment of devices for entire fleets of the  customers  currently in the
trial  stage.  Expenditures  have been made in  developing  several new products
including Child Tracker devices.  Tiger Telematics,  Inc. anticipates a decrease
in its general and administrative expenses in future periods with the sale Tiger
Telematics  Ltd. In order to reduce  expenditures  the Company has downsized and
relocated  its  corporate  office in the U.S.  and in England  to  smaller  less
expensive  facilities.  The Company also incurred costs during the third quarter
of 2002 related to the  evaluation  and the attempted but failed  integration of
the purchase of Comworxx's  assets.  As discussed in note I to the  Consolidated
Financial Statements,  the Company wrote down the remaining assets acquired from
Comworxx.

Other Expenses:  Other expenses for the twelve months of 2002 were approximately
$5,350,000 as compared to $145,600 in 2001.  $4,884,733 of the amount relates to
the non-cash  write-down  of the impaired  goodwill and other  intangibles  from
acquisitions,  principally the assets of Comworxx. The Company took a write-down
in third quarter of the intangible order book asset of $1,000,000 to reflect the
potential  loss of orders from the delay in shipping  product since the original
acquisition of the product and the impact of the new recurring  revenue model on
the accounting for intangible  assets. A subsequent  write-down in forth quarter
of $2,103,830  relates to the loss on sale of Tiger  Telematics  Ltd.  where the
intangible  assets carried on the Company's  balance sheet of the order book and

                                       8
<PAGE>

Scandinavian  distribution agreement were written off with the sale of the unit.
Other expenses  consisted of interest expense on loans of $37,712 and a currency
transaction loss of $189,724.  The currency transaction adjustment accounted for
virtually  all of the  change  in this  category  and is due to the  drop in the
dollar  currency  relative  to the  sterling  since  the  acquisition  of  Tiger
Telematics Ltd. in February 2002 and the impact of the sale of Tiger  Telematics
Ltd. in December 2002.  Interest in 2002 of $37,712 is $107,888 or 74% less than
in 2001. This reflects the lower interest  charged on shareholder debt as it was
mostly converted into equity in 2002, $77,000 in interest bearing notes remained
on the balance sheet as of December 31, 2002

Net Loss from continuing  operations:  The Company reported an operating loss of
$10,734,317.  $4,884,733 of the loss is the non-cash  write down of the impaired
goodwill  and other  intangibles,  principally  from of the  assets of  Comworxx
acquisition.  $669,000  is the  provision  for the  non-cash  write-down  of the
remaining assets from the assets of Comworxx acquisition.  A $1,000,000 loss was
taken in third quarter to write-down the order book related to Tiger  Telematics
Ltd. to realized value in light of the shipping  problems created by the lack of
working  capital.   Additionally,   $2,103,830  relates  to  the  write-down  of
intangible  assets of remaining value of order book and  distribution  agreement
with the sale of Tiger  Telematics  Ltd.  $1,152,713  reflected a provision  for
potential  liabilities  related  to the April  2003  bankruptcy  and  subsequent
liquidation  of the  buyer of Floor  Decor  LLC and its  assets.  The  Company's
management  staff has been right sized and has expertise and  infrastructure  to
grow the Company rapidly.  Management  considers these costs as an investment in
setting the Company in a position to grow rapidly in the near future. Management
believes  the costs will be lower as a  percentage  of sales in 2003 since sales
growth is expected to exceed increases in operating expenses.

Net  Loss  from  discontinued  operations:  The  Company  reported  a loss  from
discontinued  operations  of $353,430.  On August 9, 2002,  the Company sold the
assets of the  flooring  segment  effectively  eliminating  that  segment  going
forward from that date.  Included in the number is the actual impact of the sale
including a gain on sale.

Net Loss: The Company incurred a total loss of $11,087,747 for the twelve months
of 2002.  $4,884,733  was the  non-cash  loss  from the write  down of  impaired
goodwill, principally related to the acquisition of the assets of Comworxx and a
related $407,000  write-down of the remaining assets from the Comworxx purchase.
$2,103,830 was the write down of the order book and distribution  agreement as a
part of the  loss  on the  sale of  Tiger  Telematics  Ltd.  in  December  2002.
$1,152,713   reflected  a  non-cash  provision  for  the  potential   contingent
liabilities related to the bankruptcy and subsequent liquidation of the buyer of
Floor  Decor LLC and its  assets,  which  occurred  in April  2003.  The Company
anticipates  that future net losses per quarter will be lower as  shipments  get
made in future  quarters  for  revenue to offset the costs  associated  with the
operation.

Liquidity and Capital Resources

In 2000 the Company funded its operating  losses and start-up costs  principally
with loans from shareholders or other parties.  Without such funding the Company
would not have been able to sustain its operations.

In the twelve  months ended  December 31, 2001,  the Company's  working  capital
decreased by $919,000.  This  decrease all in  discontinued  operations  was the
result of  increases  in current  assets,  consisting  of  increases in accounts

                                       9
<PAGE>

receivable  of $36,000,  inventory of $183,000,  and prepaid  expenses and other
current  assets  of  $13,000,   offset  by  increases  in  current  liabilities,
consisting of increases in accounts  payable of $544,000,  accrued  expenses and
other current liabilities of $112,000, and customer deposits/deferred revenue of
$70,000.  Also,  in the twelve  months  ended  December 31, 2001 the amounts due
stockholders  decreased by $348,000 and the Company  received  $629,000 in notes
from other stockholders. The Company also raised $574,200 from the first portion
of a private placement of common stock and warrants.

The  Company in 2001 had no bank loans to draw upon.  Instead,  the  Company has
obtained  loans  from  stockholders  and from  private  placements  of shares as
described in this report and via private placements of shares.

The  Company  incurred  net  losses  in 2000,  in 2001 and in 2002 of  $665,000,
$1,299,000 and $11,087,747 respectively. These operating losses caused cash flow
from  operations to be ($956,000)  and ($713,000) and in the period from July 3,
2000 (inception  date) through December 31, 2000 and for the twelve months ended
December  31,  2001,  respectively.  Since the  Company was not able to generate
positive net cash flows from  operations,  additional  capital was needed.  This
capital has been provided by certain principal stockholders, who have funded the
Company through loans as needed. - Refer to note J in the accompanying financial
statements.

In the fourth quarter of 2001, the Company also borrowed  approximately $130,000
from Banyan  Capital  Partners Ltd. In December  2001,  the Company  initiated a
private  placement and raised $574,200 of equity.  An additional $1.8 million of
equity   (including  the  conversions  of  $923,000  of  certain  debt  owed  to
stockholders)  was raised  during  January  through March 2002.  Banyan  Capital
Partners  Ltd.  assisted the Company in this process.  This $2.4 million  equity
funding was used to provide  liquidity to Tiger  Telematics,  extend the closing
date of the Hamway  Flooring  transaction  (now expired),  and to fund operating
losses and  negative  cash flows  including  the  expenses of operating a public
reporting company.

In the twelve  months ended  December 31, 2002,  the Company's  working  capital
deteriorated  further.  This was the  result of  decreases  in  current  assets,
consisting  of  increases  in accounts  receivable  of  $116,648,  inventory  of
$163,489,  and an  increase  in prepaid  expenses  and other  current  assets of
$129,204,  and  a  decrease  in  assets  of  discontinued   operations  totaling
$1,278,443, offset by increases in current liabilities,  consisting of increases
in accounts payable of $1,450,998,  accrued expenses of $1,961,644,  an increase
in notes  payable of $199,565  and an increase  in amounts due  stockholders  of
$204,014. Liabilities of discontinued operations also decreased by $735,408. The
increase  in  payable  relates in part to Tiger USA,  and  reflects  liabilities
assumed in the purchase agreement. These liabilities are of the subsidiary Tiger
USA and may not be the  obligations  of Tiger  Telematics,  Inc. As discussed in
Note I and Note K, the Company has hired legal  counsel to analyze and advise as
to potential liabilities arising from the purchase of the assets of Comworxx and
associated  causes of  actions  against  the seller  and its  shareholders.  The
increase  in  accrued  expenses  represents  a  provision  made  for  contingent
liabilities related to the bankruptcy of the buyer of the assets of the flooring
segment.  Also,  in the twelve  months  ended  December 31, 2002 the amounts due

                                       10
<PAGE>

stockholders  reduced  as a result  of the debt  conversions  of  certain  stock
holders to equity offset by continued loans from stockholders.  The Company also
raised  $877,000  net of  advisory  fees,  from the final  portion  of a private
placement of common stock and warrants during first quarter 2002.

The Company does not have any bank loans or lending facilities.  The Company has
obtained loans from stockholders and raised additional financing through private
placements  of shares of common stock.  On August 9, 2002,  the Company sold the
assets of the flooring  division  including this  inventory,  which will improve
liquidity  requirements  during the balance of 2002.  The Company  continued  to
issue shares of common stock in early 4th quarter to retire certain  obligations
due for payment.

The  Company  incurred  net  losses  in  2001  and in  2002  of  $1,299,080  and
$11,087,747  respectively.  Since the Company was not able to generate  positive
net cash flows from operations,  additional capital was needed. This capital has
been  provided by certain  principal  stockholders,  who have funded the Company
through loans as needed,  and from the sale of common stock and warrants through
private placement transactions.

In December 2001, the Company  initiated a private placement of common stock and
warrants and raised  $574,200 of equity.  An  additional  $1.8 million of equity
(including the debt to equity  conversions of $923,000 of certain  stockholders)
was raised during January  through March 2002.  This $2.4 million equity funding
net of expenses was used to provide  liquidity to Tiger  Telematics  and to fund
operating  losses and negative cash flows  including the expenses of operating a
public  reporting  company.  In February  and March 2002,  the Company  obtained
approximately   $290,000  from   stockholders  of  interest  free  advances  and
promissory  notes due upon demand to fund operations of Tiger Telematics Ltd. In
second quarter 2002, the Company  sustained  operations by obtaining  loans from
stockholders.  In October 2002, certain stockholders  converted $455,176 of debt
into Company  Common  Stock,  which  reduced debt and improved  liquidity in the
balance sheet.  The Company  anticipates  further cash assistance in the form of
loans from its  stockholders  to assist in  liquidity  while the Company  raises
additional capital although no assurances can be given that they will be able or
willing to continue such support. The sale of the assets of the flooring segment
on August 9, 2002 helped liquidity as liabilities  assumed were less than assets
sold and the  Company is no longer  required  to fund the  operating  losses and
working capital needs of that flooring segment going forward.

The  Company is  evaluating  the  business  of its  acquired  assets of Comworxx
(acquired on June 25, by the wholly owned subsidiary Tiger USA). Based on a post
acquisition  evaluation  of the  assets and market  position  of Tiger USA,  the
Company  determined that the goodwill from the acquisition was impaired wrote it
down in full. The Company retained legal counsel to review its options under the
purchase  agreement  that acquired  these assets.  The Company is in discussions
with  the  shareholders  of the  seller  for  modification  of the  terms of the
purchase  agreement due in part to potential  misrepresentation  in the purchase
agreement that Comworxx was a viable  business.  Unless new  arrangements can be
negotiated the Company has several  available  options including but not limited
to  litigation.  Given the high  relative  cost of the  product  relative to the
projected  sales  price  available  for  such  products  in  the  U.S.  consumer
marketplace,  the Company has  decided  not to launch the  product.  The Company
closed the operations of Tiger USA and may sell the assets or attempt to rescind
the original purchase agreement.

The Company's $3 million in secured financing did not materialize. In the fourth
quarter of 2002, the Company executed a subscription agreement with a company to
sell 7,500,000  shares Common Stock of the Company for $0.20 a share to generate
$1,500,000.  The investor did not close the  transaction  reportedly  due to the
Company's declining stock price. The Company's effort to raise additional equity
financing for working capital through an arrangement  with Jefferies and Company

                                       11
<PAGE>

was aborted and was not  successful,  the Company will continue to seek to raise
additional money and equity through various alternate strategies. However, there
can be no assurance this  additional  capital or other form of financing will be
available, or if available on terms reasonably acceptable to the Company.

The Company  anticipates  that it will not be able to meet its capital needs for
the next twelve months without further equity financing but no assurances can be
given that this will occur.  The Company has  discontinued and sold its flooring
operations,  sold its Tiger  Telematics  Ltd.  business to in part reduce  debt,
conserve  working capital and to reduce costs going forward to run the remaining
business.  Despite incurring a non-cash loss on the sale, the Company sold Tiger
Telematics  Ltd.  in order  to  reduce  its  debt  and to  focus on the  limited
resources  available on a more narrowly  focused market in England.  The Company
believes  that the sale was  necessary to ensure the  continued  survival of the
remaining  operations.  The  Company has shrunk its  operations  and may need to
further  shrink its  operations  to sustain  its  remaining  operations.  As the
Company  continues  to  experience  negative  operating  results  in  2003,  the
Company's liquidity will remain strained.

There can be no assurance that additional  capital beyond the amounts forecasted
by the Company will be available on terms acceptable to the Company,  if at all,
at such time or times as required by the Company.

Recently Issued Accounting Standards

In June 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business  Combinations." SFAS
No. 141 requires that the purchase method of accounting be used for all business
combinations  transacted  after  June  30,  2001.  SFAS No.  141 also  specifies
criteria that intangible assets acquired in a business  combination must meet to
be recognized and reported  separately  from goodwill.  The Company will utilize
SFAS No. 141 to account for business acquisitions completed in 2002 (see Notes I
and J to the financial statements).

In June 2001, the FASB also issued SFAS No. 142,  "Goodwill and Other Intangible
Assets," which  eliminates  amortization of goodwill and intangible  assets that
have  indefinite  useful lives and requires  annual tests of impairment of those
assets.  The  provisions of SFAS No. 142 are required to be applied  starting in
2002, and will also be utilized for future business acquisitions.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations."  SFAS No 143  requires  the Company to record the fair value of an
asset  retirement  obligation  as a liability in the period in which it incurs a
legal obligation  associated with the retirement of tangible  long-lived  assets
that result from  acquisition,  construction,  development  and/or normal use of
assets.  The Company also records a  corresponding  asset,  which is depreciated
over the life of the asset.  Subsequent to the initial  measurement of the asset
retirement obligation, the obligation will be adjusted at the end of each period
to reflect the passage of time and  changes in the  estimated  future cash flows
underlying  the  obligation.  The  Company is  required to adopt SFAS No. 143 on
January 1, 2003. The Company is currently  evaluating the timing of adoption and
the effect that  implementation  of the new  standard may have on its results of
operations and financial position.

                                       12
<PAGE>

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses financial  accounting and
reporting for the  impairment or disposal of long-lived  assets.  This Statement
requires that  long-lived  assets be reviewed for impairment  whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison of the carrying  amount of an asset to future net cash flows expected
to be generated by the asset.  If the  carrying  amount of an asset  exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset. SFAS
No. 144 requires  companies to separately  report  discontinued  operations  and
extends that reporting to a component of an entity that either has been disposed
of (by sale,  abandonment,  or in a distribution  to owners) or is classified as
held for sale.  Assets to be disposed  of are  reported at the lower of carrying
amount or fair value less costs of sale.  The Company was required to adopt SFAS
No. 144 on January 1, 2002.  The  adoption  of SFAS No. 144 is not  expected  to
materially impact the Company's results of operations and financial position.

Forward-Looking Statements

This report  contains  forward-looking  statements that are made pursuant to the
safe  harbor  provisions  of the  Securities  Litigation  Reform  Act  of  1995.
Statements  as  to  what  the  Company  "believes,"   "intends,"  "expects,"  or
"anticipates"  and  other  similar  anticipatory   expressions,   are  generally
forward-looking  and are made only as of the date of this report.  Additionally,
the report is subject  to risks and  uncertainties,  which  could  cause  actual
results  to  differ  materially  from  those  discussed  in the  forward-looking
statements  and from  historical  results  of  operations.  Among  the risks and
uncertainties which could cause such a difference are the assumptions upon which
the Company  bases its  assessments  of its future  working  capital and capital
expenditure  requirements and those relating to the Company's ability to satisfy
its working capital needs and to finance it's anticipated capital  expenditures,
which could prove to be  different  than  expected,  the  Company's  reliance on
outside  sources  of equity  capital to  continue  to fund its  operations,  the
Company's  reliance upon  suppliers for the purchase of finished  products which
are then  resold by it, the level of demand  for the  Company's  products  among
existing and potential new  customers,  the  Company's  ability to  successfully
manage and integrate the business and operations of newly acquired entities, the
Company's  dependence upon certain key personnel and its ability to successfully
integrate new management  personnel into the Company,  the Company's  ability to
accurately  predict  the number and type of  employees  required  to conduct its
European operations and the compensation  required to be paid to such personnel,
its  ability to manage  its  growth,  the risk of  economic  and market  factors
affecting  the  Company  or its  customers  and other  risks  and  uncertainties
described elsewhere herein.




                                       13
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information  on the  directors  of the  Company as of March 1, 2005 is  provided
below.  All executive  officers of the Company are also directors of the Company
whose terms expire May 30, 2006.

Michael Carrender
Director since 2002


Mr. Carrender,  age 51, has been the Chief Executive Officer and Chief Financial
Officer of the Company  since  August  2003 and was  previously  Executive  Vice
President and Chief  Financial  Officer of the Company since  February 2002. Mr.
Carrender served as President and Chief Executive  Officer of Crowe Rope, a unit
of JPBE,  Inc., a manufacturer of cordage  products,  from January 1999 until he
joined the  Company in  February  2002.  He was an  independent  consultant  for
various  companies  prior to joining  Crowe.  He was Vice  President and General
Manager of Mail Well Inc., a New York Stock Exchange printing Company, from 1997
to 1998. Before he became a consultant,  he was with Consolidated  Packaging,  a
publicly traded multi-plant paper converting company, for seventeen years during
which he held  positions  of  Treasurer  (1979-1983),  Chief  Financial  Officer
(1984-1989),  Chief  Operating  Officer  (1988-1989),  and  President  and Chief
Executive Officer (1989-1996). Mr. Carrender holds a BA and an MBA in Finance.


Carl Freer
Director since August 2004


Mr.  Freer,  age 34,  has  served as  Chairman  since  August  2004 and has been
Managing director of the Company's Gizmondo Europe Ltd.  subsidiary based in the
UK since  summer of 2003.  He was the founder in 1999 of Eagle Eye  Scandinavian
Ltd. that was acquired by the Company in February 2002. He founded and served as
Sales  Director of ARE Media AB, a private media sales  company in Stockholm,  a
Director of Performance Films SA, a film production company in Malaga, Spain and
a Director of Rivera Auto Forum, a specialty auto dealership in Cannes,  France.
He was a  co-founder  of software  company  Vxtreme  that  pioneered  the highly
successful  video  compression  lab  technique.  Mr.  Freer is a director of WEG
Entertainment  and a trustee  of  several  charities,  including  Kings  Medical
Research Trust.


Steve Carroll
Director since August 2004


Mr. Carroll,  age 47, has served as Chief  Technology  Officer and as a Director
since  August  2004.  He has also  been the  Chief  Technology  Director  of the
Company's  Gizmondo  Europe Ltd.,  since its inception in December  2002. He has
been with the Company or its subsidiaries  since September 2002. He was formerly
Director  of  Maxon,   a  Korean  high   volume   telecommunications   equipment
manufacturer from 1996 to 2002. He was previously  employed at  Marconi/MOD/GEC,
telecommunications  equipment  manufacturers  in various  positions from 1981 to
1996. He has a Masters Degree MSc from Cambridge in the UK.



                                       14
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance


Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires the Company's  directors and  executive  officers,  and persons who own
more than 10% of the outstanding  shares of the Company's  common stock, to file
initial  reports of  beneficial  ownership  and reports of changes in beneficial
ownership of shares of common stock with the Securities and Exchange  Commission
(the "Commission").  Such persons are required by regulations  promulgated under
the Exchange  Act to furnish the Company with copies of all Section  16(a) forms
filed with the Commission.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Company  during the year ended December 31, 2002, and upon a review of Forms
5 and amendments thereto furnished to the Company with respect to the year ended
December 31, 2002, or upon written representations  received by the Company from
certain  reporting  persons that such persons were not required to file Forms 5,
the Company believes that no director,  executive officer or holder of more than
10% of the  outstanding  shares of common stock failed to file on a timely basis
the  reports  required by Section  16(a) of the  Exchange  Act  during,  or with
respect to, the year ended December 31, 2002.


Code of Ethics

As of the date of this  filing,  the  Company  has adopted a code of ethics that
applies to the Company's executive officers.

Audit Committee Financial Expert

The Company's board of directors has determined that the Company did not have an
audit committee  financial expert serving on its audit committee during the time
period  covered by this  filing.  The  Company  did not have an audit  financial
expert serving on its audit  committee  because it was not a requirement for the
time period covered by this filing.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation

The following  table  provides  information  on the total  compensation  paid or
accrued during the fiscal years indicated below to the Company's chief executive
officer.  The table also lists the former chief executive officer of the Company
who would have been included had he remained an executive officer of the Company
at December 31, 2001 and a former Chief Executive Officer who resigned as CEO on
June 28, 2002 and resigned as a Director in August 2002.



                                       15
<PAGE>
<TABLE>
<CAPTION>

                                           Summary Compensation Table
                                            Annual Compensation (1)

                                                                    Securities
Name and Principal                                   Other Annual   Restricted     Underlying       LTIP      All Other
Position               Year     Salary       Bonus   Compensation   Stock Awards   Options/Shares   Payouts   Compensation
--------               ----     ------       -----   ------------   ------------   --------------   -------   ------------
<S>                    <C>      <C>          <C>     <C>            <C>            <C>              <C>       <C>

Michael W.             2002   $78,565 (2)     $0                                     144,000 (3)
Carrender
Chief Executive        2001        $0         $0                                           0
Officer


A. J. Nassar           2002   $50,000         $0                                           0
Former Chief           2001   $37,266 (4)     $0                                           0
Executive Officer
and Chairman of the
Board until July
2003

Jonathan Landers (5)   2002        $0         $0                                           0
Former President       2001        $0         $0                                           0
and Chief Executive
Officer

</TABLE>
____________________

(1)  No officer received perquisites in an amount greater than the lesser of (a)
     $50,000 or (b) 10% of such officer's total salary plus bonus.

(2)  Mr. Carrender joined the Company in February 2002. Represents salary earned
     by Mr. Carrender,  $38,008.12,  which was accrued and unpaid as of December
     31, 2002.

(3)  144,000  shares  granted in August 2002 at market price on date of issuance
     and vest per schedule below.

(4)  Represents  salary earned by Mr. Nassar from May 22, 2001 through  December
     31, 2001,  $35,343 of which was accrued and unpaid as of December 31, 2001.
     The salary level at the time of resignation was at $100,000 per annum.  Mr.
     Nassar resigned as CEO on June 28, 2002.

(5)  Mr.  Landers  resigned  as  President  and Chief  Executive  Officer on May
     22,2001.


Option Grants

As of December 31, 2001,  there were no stock  options  granted  pursuant to the
Company's  stock option plan.  Options were granted in 2002. The following table
sets forth certain information  concerning options granted during the year ended
December 31, 2002 to the individuals  listed in the Summary  Compensation  Table
pursuant to the Company's 2001 Stock Option Plan (the "2001 Plan").

<TABLE>
<CAPTION>

                        Option Grants in Last Fiscal Year

                                Individual grants
                                -----------------

             Number of       Percent of total
             securities      options/ shares                              Potential realizable value at
             underlying      granted to        Exercise of                assumed annual rates of stock
          option/shares   employees in      base price    Expiration   price appreciation for option
 Name        Granted         fiscal year       ($/Sh)        Date         term
 ----        --------        -----------       ------        ----         ----
<S>          <C>             <C>               <C>           <C>          <C>
                                                                              5%                10%
 Michael W.
 Carrender   144,000(1)      100.00%           $1.50         8/17/12      $552,960          $1,009,440

</TABLE>


(1)  Options  issued on August 17, 2002,  pursuant to the 2001 Plan which vested
     as follows:  36,000 upon issue, 36,000 in February 2003, 36,000 in February
     2004, and 36,000 in February 2005.

                                       16
<PAGE>
<TABLE>
<CAPTION>

The following  table sets forth certain  information  concerning the exercise of
options  and the  value of  unexercised  options  held  under  the 2001 Plan and
outside of the 2001 Plan at December 31, 2002, by the individuals  listed in the
Summary Compensation Table.

 Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values


                                            Number of Securities
                                            Underlying Unexercised    Value of unexercised
             Shares                         Options/Shares Fiscal     In-the-Money Options Shares at
             Acquired on   Value            Year-End(%)Exercisable/   Fiscal Year-End($) Acquired on
  Name       Exercise      Realized($)(1)   Unexercisable             Exercisable / Unexercisable (2)
  ----       --------      --------------   -------------             -------------------------------
<S>          <C>           <C>              <C>                       <C>
Michael W.   -0-           -0-              36,000/108,000            $19,080/$57,240
Carrender

</TABLE>

____________________

(1)  Represents  the  difference  between  the last  reported  sale price of the
     common stock on December 31, 2002 ($2.03) and the per share  exercise price
     of the options at $1.50 multiplied by the number of options exercised.


(2)  Represents the difference  between the exercise price and the closing price
     on December 31, 2002, multiplied by the number of securities.

Compensation of Directors

The directors of the Company are not  compensated  for serving as members of the
Company's Board of Directors.

Stock Option Plan

The Company adopted its stock option plan (the "2001 Plan") on July 31, 2001.

The stock  incentive  plan provides for the granting of incentive  stock related
awards to officers,  employees and other individuals so that the Company will be
able to attract and retain the  services of highly  qualified  individuals.  The
essential features of the 2001 Plan are set forth below.


Shares Authorized for Grant.  Subject to the anti-dilution  provisions discussed
below, there are 8,000,000 shares of common stock reserved for issuance upon the
exercise of options (now 320,000  following  the 25 for 1 reverse  split of July
30, 2004).  Such shares may be authorized,  but unissued shares of common stock,
or reacquired shares. Shares subject to options granted under the 2001 Plan that
have lapsed or  terminated  may again be subject to options under the 2001 Plan.
No options to purchase  shares of common stock have been granted  under the 2001
Plan as of December 31, 2001 but 144,000 were granted in 2002 as shown below.


Administration  of the 2001 Plan. The 2001 Plan is  administered by the Board of
Directors or by a committee  consisting of two (2) or more outside directors who
are appointed by the Board (the "Committee").  Subject to the express provisions
of the 2001 Plan, the Board or such Committee has the authority to interpret the
2001 Plan, to prescribe, amend and rescind rules and regulations relating to the
2001 Plan, to determine the terms and  provisions  of option  agreements  and to

                                       17
<PAGE>

make all other  determinations  necessary or advisable for the administration of
the 2001 Plan.  Any  controversy  or claim arising out of or related to the 2001
Plan, or the options granted thereunder,  is determined  unilaterally by, and at
the sole discretion of, the Committee.

Option Grants to Eligible  Individuals.  All employees and other individuals who
provide  services to the Company are eligible to receive  options under the 2001
Plan.  Employees  are  eligible to receive  either  "incentive"  stock  options,
subject to the limitations of Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code") or "non-statutory"  stock options. The 2001 Plan confers
discretion on the Committee to select  employees or other  individuals  that the
Committee  determines  to receive  options,  to  determine  the number of shares
subject to each option,  the term of each option and the  exercise  price of the
options granted, except that the exercise price may not be less than 100% of the
fair market value of the underlying  common stock for an incentive  stock option
as of the date of grant.  In addition,  the exercise  price may not be less than
110% of the fair market value of the common stock for an incentive  stock option
granted to a person who owns more than 10% of the total combined voting power or
value of all  classes  of stock of the  Company.  No  option  may have a term in
excess of ten (10) years from the date of grant.

The Committee has the  authority to determine the vesting  requirements  and the
permissible  methods of payment of the exercise  price.  The  Committee may also
make such other provisions in the options, consistent with the terms of the 2001
Plan,  as it may deem  desirable.  Options  granted  under the 2001 Plan are not
exercisable until six (6) months after grant.

To the extent that such an option is an incentive stock option, upon termination
of an optionee's  employment  with the Company for any reason,  such  optionee's
options shall immediately terminate, except that upon termination, the Committee
in its discretion may allow the optionee to exercise any vested options owned by
the optionee within ninety (90) days after termination.  In no event are options
exercisable beyond their stated term.

Change in Control.  All options  granted under the 2001 Plan become fully vested
and  immediately  exercisable  upon the occurrence of a "Change of Control." The
2001  Plan  defines  Change  of  Control  to mean the  occurrence  of any of the
following:  (i) the  acquisition  (other than from the Company  directly) by any
"person"  group or entity within the meaning of Sections  13(d) and 14(d) of the
Securities  Exchange Act of 1934) of beneficial  ownership of thirty-five  (35%)
percent or more of the  outstanding  common  stock of the  Company;  (ii) if the
individuals who serve on the Board as of the date of stockholder approval of the
2001  Plan,  no longer  constitute  a  majority  of the  members of the Board of
Directors;  provided,  however,  any person who becomes a director subsequent to
such date, who was elected to fill a vacancy by a majority of the directors then
serving on the Board of  directors  shall be  considered  a member prior to such
date; (iii) the stockholders of the Company approve a merger  reorganization  or
consolidation of the Company whereby the stockholders of the Company immediately
prior  to  such  approval  do  not,   immediately  after  consummation  of  such
reorganization,  merger or consolidation,  own more than 50% of the voting stock
of the surviving entity; or (iv) a liquidation or dissolution of the Company, or
the sale of all or substantially all of the Company's assets.

Nontransferability  of  Options.  Options  granted  under  the 2001 Plan are not
transferable other than by will or the laws of descent and distribution, and may
be exercised  during the  optionee's  lifetime only by the  optionee.  Upon such

                                       18
<PAGE>

optionee's death, the beneficiary of the optionee's estate shall have the lesser
of (a) the  remaining  term of such  option  or (b) one year for the  optionee's
death within which to exercise such options.

Anti-dilution  Provisions.  In the event of a change,  such as a stock  split or
stock dividend,  in the Company's  capitalization,  which results in a change in
the  number  of  outstanding   shares  of  common  stock,   without  receipt  of
consideration,  an appropriate adjustment will be made in the exercise price of,
and the number of shares  subject to, all  outstanding  options.  An appropriate
adjustment  will also be made in the  total  number  of  shares  authorized  for
issuance under the 2001 Plan.

Dissolution or Liquidation.  Upon the dissolution or liquidation of the Company,
or upon a reorganization, merger or consolidation of the Company with one (1) or
more  corporations  as a  result  of  which  the  Company  is not the  surviving
corporation, or upon a sale of substantially all the property or more than fifty
(50%) percent of the then  outstanding  shares of common stock of the Company to
another corporation, the Company shall either: (a) provide for the assumption by
the successor corporation of the options theretofore granted or the substitution
by such  corporation  for such options of new options  covering the stock of the
successor  corporation,  or a parent or  subsidiary  thereof,  with  appropriate
adjustments as to the number and kind of shares and prices;  or (b) give to each
optionee at the time of adoption of the plan of liquidation, dissolution, merger
or sale, notice of the adoption of the plan of liquidation, merger or sale (i) a
reasonable  time  thereafter  within which to exercise all such options owned by
such individuals prior to the effective date of such  liquidation,  dissolution,
merger or sale;  or (ii) the right to  exercise  the option as to an  equivalent
number of shares of common stock of the successor  corporation by reason of such
liquidation, dissolution, merger, consolidation or reorganization.

Tax  Consequences  to Grantees.  Under  present tax law, the Federal  income tax
treatment  of  options  granted  under the 2001 Plan is as  generally  described
below.

Incentive  Stock  Options.  With respect to options  which  qualify as incentive
stock  options,  an optionee  will not recognize  income for federal  income tax
purposes at the time options are granted or exercised.  If the optionee disposes
of shares of common  stock  acquired  upon  exercise of the  options  before the
expiration  of two years from the date the  options are  granted,  or within one
year after the  issuance of shares upon  exercise of the  options,  the optionee
will recognize,  in the year of disposition (a) ordinary  income,  to the extent
that the lesser of either (i) the fair market value of the shares on the date of
option exercise or (ii) the amount  realized on disposition,  exceeds the option
price; and (b) capital gain (or loss), to the extent that the amount realized on
disposition  differs  from the fair  market  value of the  shares on the date of
option  exercise.  If the  shares  are sold after  expiration  of these  holding
periods, the optionee will realize capital gain or loss (assuming the shares are
held as capital  assets) equal to the difference  between the amount realized on
disposition and the option price.

Non-Qualified Stock Options.  Non-qualified stock options are all options, which
do not qualify for  incentive  stock option  treatment  under Section 422 of the
Code. If a non-qualified  stock option has a readily  ascertainable  fair market
value at the time of grant,  the optionee  realizes  ordinary  income either (a)
when his rights in the option becomes transferable;  or (b) when the right to an
option is not subject to a substantial risk of forfeiture.  Ordinary income will
be equal to the fair  market  value of the option  less any  amount  paid by the
optionee.  If the option does not have an ascertainable fair market value at the
time of grant,  income is  realized  at the time the option is  exercised.  Such

                                       19
<PAGE>

income  would be the  positive  difference  between the fair market value of the
common stock received at the time of exercise and the exercise price paid.  Upon
the sale of the common stock received upon exercise,  the difference between the
sale price and the fair market value on the date of exercise  will be treated as
capital gain or loss.

Tax Consequences to the Company. The Company will be entitled to a deduction for
federal  income  tax  purposes  at the same  time and in the same  amount  as an
optionee is required to recognize  ordinary  income as described  above.  To the
extent an optionee  realizes  capital gains as described above, the Company will
not be entitled to any deduction for Federal income tax purposes.

Accounting  Considerations.  Currently,  there  is no  charge  to the  Company's
operations in connection  with the grant or exercise of an option under the 2001
Plan,  unless the fair market  value of the shares at the date of grant  exceeds
the  exercise  price of the  option,  in which  case  there  will be a charge to
operations  in the amount of such excess.  Earnings per share may be affected by
the 2001 Plan by the effect on the  calculation,  as prescribed  under generally
accepted  accounting  principles,  of the number of outstanding shares of common
stock of the Company.  This calculation  reflects the potential dilutive effect,
using the treasury stock method, of outstanding stock options  anticipated to be
exercised  even though  shares  have not yet been issued upon  exercise of these
options.  When shares are  actually  issued as a result of the exercise of stock
options, additional dilution of earnings per share may result.

Reload Options. The 2001 Plan provides for the automatic grant of reload options
to an optionee  who would pay all, or part of, an option  exercise  price by the
delivery  of shares of  common  stock  already  owned by such  optionee.  Reload
options would be granted for each share so tendered.  The exercise price of such
reload  option  is the fair  market  value of the  common  stock on the date the
original  option  is  exercised.  All  other  terms of the  reload  options  are
identical to the terms of the original option.

Employment Contracts and Termination and Change-In-Control Arrangements


As of December  31,  2002,  the Company  has not  entered  into any  employment,
termination or  change-in-control  agreement with any of its executive officers.
Mr. Carrender's employment agreement requires a salary increase in February 2003
to $200,000.

In 2002, the obligations under the employment contract of then President and COO
Robert Francis were settled in November 2002 in an agreement whereby the Company
issued  1  million  (pre  reverse  split)  shares  of its  common  stock in full
satisfaction of all obligations.


Compensation Committee Interlocks and Insider Participation

No executive officer of the Company serves as a member of the board of directors
or compensation  committee of any entity that has one or more executive officers
serving  as a  member  of the  Company's  Board  of  Directors  or  Compensation
Committee.  The  individuals  who served as members of the  Compensation,  Stock
Option and Benefits  Committee during the year ended December 31, 2002 were Paul
Renn and Frank Habib.

                                       20
<PAGE>

Shareholder Return Performance


This graph compares the Company's total stockholder returns and the Standard and
Poor's 500  Composite  Stock Index.  The graph  assumes $100 invested at the per
share  closing  price of the common  stock of the  Company on the other over the
counter  market from December 31, 2001 forward.  Prior to the reverse  merger in
May 2001,  there was no  established  public  trading  market for the  Company's
stock.


                               12/31/2001                  12/31/2002
                               ----------                  ----------

TGTL                             100.00                       63.13

S&P 500                          173.12                      130.53



Comparison  of initial $100  investment in the Standard and Poor's 500 Composite
Stock Index versus the common stock of the Company.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership of the Company's  common stock as of March 1, 2005 for (a)
the chief executive officer, (b) each of the Company's directors, (c) all of the
Company's  current  directors  and  executive  officers  as a group and (d) each
stockholder known by us to own beneficially more than 5% of the Company's common
stock.  Beneficial  ownership is determined in accordance  with the rules of the
Commission  and  includes  voting  or  investment  power  with  respect  to  the
securities.

Shares of common stock that may be acquired by an  individual or group within 60
days of March 1, 2005,  pursuant  to the  exercise  of options or  warrants  are
deemed to be outstanding  for the purpose of computing the percentage  ownership
of such  individual  or  group,  but are not  deemed to be  outstanding  for the
purpose of computing the  percentage  ownership of any other person shown in the
table. Except as indicated in footnotes to this table, the Company believes that
the stockholders  named in this table have sole voting and investment power with
respect to all shares of common  stock  shown to be  beneficially  owned by them
based  on  information  provided  to  us by  such  stockholders.  Percentage  of
ownership is based on 46.5 million  shares of common stock  outstanding on March
1, 2005.


                                       21
<PAGE>
<TABLE>
<CAPTION>

                                                               Amount and Nature       Percent
                                   Name of Beneficial Owner    of Beneficial Owner    of Class
                                   ------------------------    -------------------    --------
<S>                                <C>                         <C>                    <C>

 Directors and Executive           Michael W. Carrender (1)        1,924,036            4.0%
 Officers:

                                   Carl Freer (2)                  2,729,500            6.0%

                                   Steve Carroll (3)                 565,000             *

 All directors and executive
 officers as a group (3 persons)
                                                                   5,218,536           11.0%

</TABLE>
________________
*    Less than one percent (1%).


(1)  Includes 144,000 shares of common stock issuable upon exercise of incentive
     stock   options,   shares  held   jointly   with  spouse  and  shares  held
     individually.  The address of Mr.  Carrender is 10201 Centurion  Parkway N.
     Suite 600 Jacksonville, FL 32256.

(2)  Includes  shares  held  by  spouse  and in the  names  of  three  dependent
     children.  The address of Mr.  Freer is One Meadow  Gate Park,  Farnborough
     Business Park, Farnborough, Hampshire, UK GU14 6FG.

(3)  Mr. Carroll's address is One Meadow Gate Park,  Farnborough  Business Park,
     Farnborough, Hampshire, UK GU14 6FG.


EQUITY COMPENSATION PLAN INFORMATION

The following table reflects the number of shares of the Company's  common stock
that, as of March 1, 2005,  were  outstanding  and available for issuance  under
equity  compensation  plans that have  previously been approved by the Company's
stockholders.  The Company has no equity  compensation  plans that have not been
approved by stockholders.

<TABLE>
<CAPTION>

                                                                                    Number of Securities Remaining
                              Number of Securities to be   Weighted-Average         Available for Future Issuance
                              Issued Upon Exercise of      Exercise Price of        Under Equity Compensation Plans
                           Outstanding Options,         Outstanding Options,     (Excluding Securities
Plan Category                 Warrants and Rights          Warrants and Rights      Previously Issued)
-------------                 -------------------          --------------------     -----------------
<S>                           <C>                          <C>                      <C>
Equity Compensation Plans
Approved by Security
Holders (1)                   144,000                      $1.50                    216,000


Equity Compensation Plans
not Approved by Security
Holders                       0                            0                        0


Total                         144,000                      $1.50                    216,000


</TABLE>
____________________________
(1)  Consists  of options  issuable  under the 2001 Plan to  purchase a total of
     144,000 shares issued to Mr. Carrender in August 2002.

                                       22
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The  Company  had a 10%  demand  note  payable  to Alvin J.  Nassar,  its former
Chairman and Chief Executive Officer,  in the amount of $852,789 and $841,064 as
of December 31, 2001 and 2000,  respectively.  Interest  expense related to this
note amounted to $86,337 and $19,499 for the periods ended December 31, 2001 and
2000,  respectively.  Also, as of December 31, 2001 and 2000, the Company owed a
total of $180,382 to Mr.  Nassar on a  non-interest  bearing  demand  note.  The
amount of $554,500 of this debt was  converted to equity  subsequent to December
31, 2001 for a total of 1,386,250 (pre reverse split) shares of common stock and
warrants  exercisable  for  1,250,000  (pre reverse  split) of common stock at a
price of $.75. The warrants expired in December 2003 and were not exercised.  In
the fourth  quarter of 2002,  the Company  issued  182,070 (pre  reverse  split)
shares  to two  shareholders,  Mr.  Nassar  and Mr.  Ed  Kinney,  the  Company's
President  until May 2002,  to convert  $455,761  of debt to equity at $2.50 per
share. No warrants were issued in this transaction.

Prior to the merger in 2001,  Mr.  Nassar the Company's  former Chief  Executive
Officer and Director purchased shares of common stock of Floor Decor for $448.88
(including $270.00 from the Alvin Nassar Family Limited  Partnership).  Upon the
merger of such company into the Company he received 15,415,000 pre reverse split
shares of common stock,  5,915,000  (pre reverse  split) of which were issued to
the Alvin Nassar Family Limited Partnership.


In 2002, the obligations under the employment contract of then President and COO
Robert Francis was settled in November 2002 in an agreement  whereby the Company
issued  1  million  (pre  reverse  split)  shares  of its  common  stock in full
satisfaction of all obligations.

As of December  31, 2002 the Company  owed Michael W.  Carrender  $38,008.12  in
salary and $12,000 in reimbursable expenses. As of December 31, 2003 the Company
owed Mr. Carrender $136,570.98 in accrued salary.


During the fourth quarter of 2003, the Company  converted  $1,400,000 of debt to
Carl Freer,  a stockholder  of the Company and an officer of a subsidiary of the
Company,  to 2,800,000 shares of common stock at the rate of $.50 per share, the
market price of the common stock as of the date that the agreements were entered
into. Mr. Freer later became a director and Chairman of Board of the Company. In
addition,  during the fourth quarter the Company converted $226,730 of debt owed
to a  shareholder  into 453,460  shares of common stock valued at $.50 per share
and issued  800,000  shares to such  shareholder  for  services  rendered to the
Company.  That person became affiliated with the Company in April 2004 as a Head
of Investor Relations in an agreement unrelated to the above transactions.

In January 2004, prior to becoming a director, the Company issued 200,000 shares
of common stock to Steve Carroll as a performance  bonus.  In October 2004,  the
Company issued an additional  200,000 shares of common stock to Mr. Carroll as a
performance bonus for completing the Gizmondo.

For additional  information regarding related party transactions,  see Note J to
the Company's financial statements.


                                       23
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees


For the fiscal years ended December 31, 2002 and 2001, the fees were $75,000 and
$60,778  respectively,  for professional  services rendered for the audit of the
Company's financial statements.  There was a change of the Company's auditors in
November 2002.


Audit Related Services

The Company was billed $60,000 and $32,782 for the years ended December 31, 2002
and 2001,  respectively,  for the review of  financial  statements  included  in
periodic and other reports filed with the Securities and Exchange Commission.

Tax Fees


The Company was also billed $13,323 and $11,115 for the years ended December 31,
2002 and 2001, respectively,  for various income tax returns although additional
amounts will be required to file the 2002 tax return.

Additional Fees

The  Company  was not billed  any fees of the years  ended 2002 and 2001 for any
products  and  fees  relating  to  accounting   services,   including  financial
information systems design and implementation.

Item 15. Exhibits and Financial Statement Schedules


     The following documents are filed as part of the report:


     1. and 2.      The  financial  statements  filed as part of this report are
listed separately in the index to Financial  Statements beginning on page F-1 of
this report.

     3.             List of Exhibits:

Exhibit
No.                        Description

 31                 Rule 13a-14(a) Certifications Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002

 32                 Section 1350 Certifications



                                       24
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant has duly caused this Amendment No. 1 to the Annual
Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized.

                                            TIGER TELEMATICS, INC.



Dated    March 25, 2005                     By:  /s/ Michael W. Carrender
         --------                              --------------------------
                                               Michael W. Carrender
                                               Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities indicated on March 25, 2005.

Signature                              Title
---------                              -----

/s/ Michael W. Carrender               Chief Executive Officer, Chief Financial
---------------------------            Officer and Director (Principal Executive
      Michael W. Carrender             Officer, Principal Financial Officer and
                                       Principal Accounting Officer)


/s/ Carl Freer                         Chairman and Director
---------------------------
      Carl Freer


/s/ Steve Carroll                      Director
---------------------------
         Steve Carroll




                                       25
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Financial Statements

     Accountant's Report                                                    F-2

     Accountant's Report                                                    F-3

     Consolidated Balance Sheets                                            F-4

     Consolidated Statements of Operations F-5

     Consolidated Statements of Stockholders' Deficiency                    F-6

     Consolidated Statements of Cash Flows F-7

     Notes to Consolidated Financial Statements                             F-9








                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Tiger Telematics, Inc. and Subsidiaries, Inc.


We  have  audited  the  accompanying   consolidated   balance  sheets  of  Tiger
Telematics, Inc. and Subsidiaries,  Inc. as of December 31, 2002 and the related
consolidated statements of operations,  stockholder's deficiency, and cash flows
for  year  then  ended.   These  consolidated   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 audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (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 also 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 audit provides 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 Tiger Telematics,
Inc. and  Subsidiaries,  Inc. as of December 31, 2002,  and the results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States of America.




GOLDSTEIN GOLUB KESSLER LLP
New York, New York
January 21, 2005, except for the last paragraph of Note K,
as to which the date is March 22, 2005


                                      F-2
<PAGE>

Report of Independent Registered Public Accounting Firm

To the Board of Directors
Tiger Telematics, Inc.
Jacksonville, Florida

We have audited the accompanying consolidated balance sheet of Tiger Telematics,
Inc.  (formerly Floor Decor,  Inc. and  Subsidiaries) as of December 31, 2001and
the related  consolidated  statements of operations,  stockholders'  deficit and
cash flows for the year ended  December  31,  2001 and the period  July 3, 2000,
date of inception, through December 31, 2000. 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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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 Floor Decor, Inc.
and  Subsidiaries  as of December 31, 2001, and the results of their  operations
and their cash flows for the year ended December 31, 2001 and the period July 3,
2000,  date of  inception,  through  December 31, 2000 then in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as going concern. The Company has suffered losses
from operations  since inception,  and will need to raise  additional  equity or
debt in order to accomplish its business  plan.  This raises  substantial  doubt
about the  Company's  ability to  continue  as a going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


McGladrey & Pullen, LLP
Fort Lauderdale, Florida
February 25, 2002


                                      F-3
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2002 and 2001


                                                        2002            2001
                                                   ------------    ------------
ASSETS
Current Assets
         Cash                                      $          0    $     20,331
         Accounts receivable                            116,648               0
         Inventories                                    163,489               0
         Prepaid expenses                               129,204               0
                                                   ------------    ------------
                                                        409,341          20,331
         Assets of discontinued operations                    0       1,278,443
                                                   ------------    ------------

                  Total current assets                  409,341       1,298,774

Property and Equipment, net                             237,196               0
                                                   ------------    ------------

                                                   $    646,537    $  1,298,774
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
         Accounts payable                          $  1,450,998               0
         Amounts due stockholders                     1,210,785       1,541,053
         Notes payable - current portion                 30,602               0
         Accrued expenses                             1,961,644               0
         Liabilities of discontinued operations       1,152,713       1,152,350
                                                   ------------    ------------

                  Total current liabilities           5,806,742       2,693,403
Notes payable less current portion                      145,134               0
                                                   ------------    ------------

                            Total Liabilities         5,951,876       2,693,403
                                                   ------------    ------------

Stockholders' Deficiency
         Common stock - 0.001 par value
         authorized 100,000,000 shares; issued
         2002: 3,227,457; 2001: 2,235,467 shares          3,227           2,235
         Additional paid-in-capital                   7,743,765         567,720
         Accumulated deficit                        (13,052,331)     (1,964,584)
                                                   ------------    ------------
                  Stockholders' deficiency           (5,305,339)     (1,394,629)
                                                   ------------    ------------

                                                   $    646,537    $  1,298,774
                                                   ============    ============




                 See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the years ended December 31, 2002 and 2001
     and the Period from July 3, 2000 (Inception) through December 31, 2000


                                                             2002            2001            2000
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Net sales                                               $    283,730    $       --      $       --
Cost of goods sold                                           384,968            --              --
                                                        ------------    ------------    ------------
                  Gross Loss                                (101,238)           --              --
                                                        ------------    ------------    ------------

Operating expenses
         Selling expense                                     597,188            --              --
         General and administrative                        5,171,731         282,745            --
                                                        ------------    ------------    ------------

                  Total Operating Expenses                 5,768,919         282,745            --
                                                        ------------    ------------    ------------

                  Operating Loss                          (5,870,157)       (282,745)           --
                                                        ------------    ------------    ------------

Other income (expense)
         Impairment of goodwill and other intangibles     (4,884,733)           --              --
         Gain on sale of Subsidiaries                        248,009            --              --
         Loss on currency transactions                      (189,724)           --              --
         Other income                                           --              --             2,568
         Interest expense                                    (37,712)       (145,607)        (28,825)
                                                        ------------    ------------    ------------

                                                          (4,864,160)       (145,607)        (26,257)
                                                        ------------    ------------    ------------

         Loss from continuing operations                 (10,734,317)       (428,352)        (26,257)

         Loss from discontinued operations                  (353,430)       (870,728)       (639,247)
                                                        ------------    ------------    ------------

                           Net Loss                     $(11,087,747)   $ (1,299,080)   $   (665,504)
                                                        ============    ============    ============

         Basic and diluted loss per common share:
                  Continuing operations                 $    (3.8026)   $    (0.1971)   $    (0.0121)
                                                        ============    ============    ============
                  Discontinued operations               $    (0.1252)   $    (0.4007)   $    (0.2947)
                                                        ============    ============    ============

                   Net loss per share                   $    (3.9278)   $    (0.5978)   $    (0.3068)
                                                        ============    ============    ============

Weighted average shares outstanding
(basic and diluted)                                        2,822,876       2,173,099       2,169,467
                                                        ============    ============    ============

</TABLE>


                 See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 For the years ended December 31, 2002 and 2001
     and the Period from July 3, 2000 (Inception) through December 31, 2000


                                                                                Additional                        Total
                                                         Common Stock            Paid-in        Accumulated    Stockholders'
                                                    Shares          Amount       Capital        Deficiency      Deficiency
                                                 ------------   ------------   ------------    ------------    ------------
<S>                                              <C>            <C>            <C>             <C>             <C>
Balance at inception, July 3, 2000                       --     $       --     $       --      $       --      $          0
Issuance of common stock                                   15           --              100            --               100

Net loss for the period                                  --             --             --          (665,504)       (665,504)
                                                 ------------   ------------   ------------    ------------    ------------

Balance (deficiency) at December 31, 2000                  15           --              100        (665,504)       (665,404)

Issuance of common stock, January 1, 2001                  25           --              586            --               586
Recapitalization of common stock upon reverse
   acquisition on May 22, 2001                      2,169,427          2,169         (7,100)           --            (4,931)
Issuance of common stock and warrants                  66,000             66        574,134            --           574,200

Net Loss                                                 --             --             --        (1,299,080)     (1,299,080)
                                                 ------------   ------------   ------------    ------------    ------------

Balance (deficiency) December 31, 2001              2,235,467          2,235        567,720      (1,964,584)     (1,394,629)

Issuance of common stock and warrants:
   Private Placement                                  100,498            100        876,573            --           876,673
   Conversion of notes payable and amounts due
     stockholders                                     335,361            335      1,987,754            --         1,988,089
   Acquisition of Tiger Telematics Limited            280,000            280      2,799,720            --         2,800,000
   Acquisition of Comworxx, Inc.                      170,531            171      1,065,646            --         1,065,817
   Services                                           105,600            106        446,352            --           446,458

Net Loss                                                 --             --             --       (11,087,747)    (11,087,747)
                                                 ------------   ------------   ------------    ------------    ------------
Balance (deficiency) December 31, 2002              3,227,457   $      3,227   $  7,743,765    $(13,052,331)   $ (5,305,339)
                                                 ============   ============   ============    ============    ============

</TABLE>



                 See Notes to Consolidated Financial Statements

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the years ended December 31, 2002 and 2001
     and the Period from July 3, 2000 (Inception) through December 31, 2000



                                                                            2002            2001            2000
                                                                       ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>
Cash Flows for Operating Activities:
Loss from continuing operations                                        $(10,734,317)   $   (428,352)   $    (26,257)
Loss from discontinued operations                                          (353,430)       (870,728)       (639,247)
                                                                       ------------    ------------    ------------
   Net Loss                                                             (11,087,747)     (1,299,080)       (665,504)

Adjustments to reconcile net loss from  continuing
 operations to net cash used in operating activities:
     Depreciation                                                            63,924            --              --
     Amortization of intangible assets                                      115,762            --              --
     Loss on currency transactions                                          189,724            --              --
     Expenses paid with common stock                                        446,458            --              --
     Gain on sale of subsidiary                                            (248,009)           --              --
     Write down of assets of acquired company                               407,000            --              --
     Impairment of goodwill and other intangibles                         4,884,733            --              --

     Changes in assets and liabilities:
       Decrease (increase) in assets of discontinued operations           1,278,443        (447,970)       (830,473)
       Increase (decrease) in liabilities of discontinued operations       (735,408)        861,359         290,991

     (Increase) decrease in assets:
       Accounts receivables                                                (116,648)           --              --
       Inventories                                                         (163,489)           --              --
       Prepaid expenses                                                    (129,204)           --              --

     Increase (decrease) in liabilities:
       Accounts payable                                                   1,450,998            --              --
       Accrued expenses                                                   1,961,644            --              --
       Net liabilities related to sold operations                         1,152,713            --              --
                                                                       ------------    ------------    ------------
                 Net cash used in operating activities                     (529,106)       (885,691)     (1,204,986)
                                                                       ------------    ------------    ------------

Cash Flows From Investing Activities:
       Purchase of property and equipment                                  (237,196)           --              --
                                                                       ------------    ------------    ------------

                 Net cash used in investing activities                     (237,196)           --              --
                                                                       ------------    ------------    ------------

Cash Flows From Financing Activities:
     Issuance of common stock and warrants                                  876,673         569,855             100
     Loans and advances from stockholders                                   204,014         629,421       1,321,794
     Repayment to stockholders                                             (534,281)       (349,255)       (116,908)
     Interest on notes payable and stockholder loans
      capitalized to principal balance                                       23,829          56,001            --
     Proceeds from notes payable                                            184,400            --              --
     Payments on debt                                                        (8,664)           --              --
                                                                       ------------    ------------    ------------
           Cash provided by financing activity                              745,971         906,022       1,204,986
                                                                       ------------    ------------    ------------

                 Net change in cash                                         (20,331)         20,331            --

</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-7
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Continued


<S>                                                        <C>            <C>            <C>

Cash:
     Beginning of year                                          20,331            --            --
                                                           -----------    ------------   -----------
     End of year                                           $      --      $     20,331   $      --
                                                           ===========    ============   ===========

Supplemental disclosure of Cash Flow Information:
     Cash paid for interest                                $    19,489    $     96,541   $    21,890
                                                           ===========    ============   ===========

Supplemental Disclosure of Non-cash Investing and
   Operating Activities:
      Stock issued for operating expenses                  $   446,458    $       --     $      --
                                                           -----------    ------------   -----------


Investing Activities:
     Acquisition of subsidiaries:
     Common stock issued                                   $ 3,865,817    $       --     $      --
     Liabilities in excess of assets acquired                1,132,679            --            --
                                                           -----------    ------------   -----------
                                                           $ 4,998,496    $       --     $      --
                                                           ===========    ============   ===========
Financing Activities:
     Conversion of stockholder debt to common stock        $ 1,571,148    $       --     $      --
                                                           ===========    ============   ===========

     Debt of discontinued operations converted to common
     stock                                                 $   416,941    $       --     $      --
                                                           ===========    ============   ===========

Acquisition of Tiger Telematics:
      Intangibles:
         Order book                                        $ 2,800,000    $       --     $      --
         Distribution agreement                                463,050            --            --
      Property and equipment                                     1,436            --            --
      Amounts due stockholders                                (610,190)           --            --
      Accounts payable                                        (235,949)           --            --
      Notes payable                                            (98,822)           --            --
      Accounts receivable                                      479,688            --            --
      Common stock issued                                   (2,800,000)           --            --
                                                           -----------    ------------   -----------

      Cash received                                        $       787    $       --     $      --
                                                           ===========    ============   ===========

Acquisition of Comworxx, Inc.
      Property and equipment                               $   280,629    $       --     $      --
      Accounts receivable                                       27,619            --            --
      Goodwill                                               1,735,445            --            --
      Inventory                                                105,472            --            --
      Prepaid expenses                                           9,368            --            --
      Other assets                                              15,470            --            --
      Notes payable                                             (8,664)           --            --
      Accounts payable                                        (882,968)           --            --
      Accrued expenses                                        (216,554)           --            --
      Common stock issued                                   (1,065,817)           --            --
                                                           -----------    ------------   -----------

      Cash received                                        $      --      $       --     $      --
                                                           ===========    ============   ===========

</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-8
<PAGE>

NOTE A - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Tiger Telematics, Inc. (the Company or Tiger) and its wholly owned subsidiaries,
Tiger Telematics USA, Inc. (Tiger USA) and Gizmondo Europe,  Ltd. (Gizmondo) are
principally  engaged in the business of  developing  and  marketing the Gizmondo
wireless handheld  multi-entertainment  gaming device. During 2002 the Company's
principal business was developing and marketing  telematics products principally
in Western Europe.


Prior to its sale in August  of 2002 and its  classification  as a  discontinued
operation, the Company's primary business was retail floor covering. The Company
(which was  previously  known as Floor  Decor,  Inc.) and its then wholly  owned
subsidiaries,  Media  Flooring,  Inc.  and Floor Decor LLC,  owned and  operated
retail  stores  in  Florida.  The  Company  offered  a wide  selection  of floor
coverings including carpet, area rugs, wood, and laminates at discount prices to
both  commercial  accounts  and retail  customers.  The  Company  also  provided
installation  of  flooring.   In  June  2002,  the  Company  discontinued  these
operations  (see Note L) and  changed its name from Floor  Decor,  Inc. to Tiger
Telematics, Inc.

In February 2002, the Company  acquired  Eagle Eye  Scandinavian  Distributions,
Ltd., a developer and  distributor  of  telematics  products and services to the
business-to-business segment in Europe and changed its name to Tiger Telematics,
Ltd.  During most of 2002, the Company's  principal  business was developing and
selling  telematics  products and services,  conducted through Tiger Telematics,
Ltd. This subsidiary was sold on December 17, 2002.

The Company started Tiger Telematics Europe, Ltd. (now known as Gizmondo Europe,
Ltd.) in late 2002 to develop new telematics  products including next generation
fleet  telematics  products and the Gizmondo  electronic  game  product,  and to
market these products principally in the UK.

In early 2003 the Company began  developing a new  multi-entertainment  wireless
handheld  gaming  device  that is now  referred to as  Gizmondo.  Since then the
Company's primary business strategy has been to develop and market Gizmondo. The
Company initially  launched a limited  production version of the Gizmondo in the
UK on October 29,  2004,  and  expects to launch the  full-scale  production  of
Gizmondo  in 2005.  The  Gizmondo  is  powered  by a  Microsoft  Windows  CE.net
platform,  has a 2.8-inch TFT color  screen and a Samsung ARM9 400Mhz  processor
and  incorporates  the GoForce 3D 4500  NVIDIA  graphics  accelerator.  Gizmondo
provides cutting-edge gaming,  multimedia messaging,  an MP3 music player, Mpeg4
movie  playing  capability,  a digital  camera and a GPRS  network link to allow
wide-area  network  gaming.  Additionally,  Gizmondo  contains  a GPS  chip  for
location  based  services,  is equipped with  Bluetooth for use in  multi-player
gaming and accepts MMC card accessories.



                                      F-9
<PAGE>


Significant Accounting Policies

Liquidity

The Company has  sustained  net losses over the past three years and at December
31, 2002 had a net working capital deficit of $5,397,401.

Management has sold off its unprofitable  flooring  business and is pursuing its
telematics  business,  of which it entered via an  acquisition in February 2002.
The Company  anticipates  issuing  equity  securities  to meet  working  capital
requirements  and  to  fund  development   costs  incurred  in  connection  with
developing  Telematics  related  products that the Company believes will enhance
its operations.


Principles of Consolidation


The consolidated  financial statements include the accounts of Tiger Telematics,
Inc.  (Company),  and its  subsidiaries,  Tiger  Telematics USA, Inc. (USA), and
Tiger Telematics Europe Ltd. (Tiger Europe). Tiger Telematics Ltd (Tiger Ltd) is
included  through  December 17, 2002 (date of divestiture)  and the discontinued
operations  of Floor Decor Inc. and its  subsidiaries  through the date of their
divestiture.  All  intercompany  transactions  are eliminated in  consolidation.
Except as otherwise noted,  all amounts and disclosures only include  continuing
operations.

Prior to June of 2002,  the  Company was named Floor  Decor,  Inc.  The name was
changed when the Company exited the flooring  business.  See Note L DISCONTINUED
OPERATIONS.


Use of Estimates

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make certain  estimates  and  assumptions  that affect the  reported  amounts of
assets and liabilities  and disclosure of the 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.

Foreign Currency Translation


Results of operations  and cash flows are  translated at average  exchange rates
and assets and  liabilities are translated at  end-of-period  exchange rates for
operations outside the United States that prepare financial  statements in other
than the US dollar (generally in the UK).  Translation  adjustments are included
in other  comprehensive  income until such time as the entity that generated the
adjustments  is  sold.  At  December  31,2002,  the  Company  did not  have  any
translation  adjustments  considered to be other comprehensive income. Gains and
losses from foreign currency  transactions are reflected in other income (loss),
net.


Inventories


Inventories are stated at the lower of cost (specific  identification  basis) or
market, and consist of electronic components.


                                      F-10
<PAGE>

Accounts Receivable

Accounts  receivable  consists of amounts due from  customers,  none of whom are
considered to be major customers.


Property and Equipment

Property  and  equipment  is  stated  at  cost.   Depreciation  is  provided  by
straight-line  methods in amounts  sufficient to relate the cost of  depreciable
assets to operations over their estimated service lives.  Leasehold improvements
are amortized over the shorter of the term of the lease or their expected useful
life.  Vehicles and  furniture,  fixtures and  equipment  are  depreciated  over
periods of from 3 to 7 years.


Goodwill and Other Intangible Assets

Goodwill  is  recorded  as  the  difference,   if  any,  between  the  aggregate
consideration paid for an acquisition and the fair value of the net tangible and
intangible assets acquired.  The Company adopted the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets as of January 1, 2002.

SFAS 142 also requires  that  intangible  assets with  definite  useful lives be
amortized  over  their  respective  estimated  useful  lives to their  estimated
residual values, and all intangible assets be reviewed for impairment.

The Company tests goodwill for impairment on an annual basis or more  frequently
if the Company believes  indicators of impairment  exist. The performance of the
test involves a two-step  process.  The first step  involves  comparing the fair
values of the applicable  reporting units with their  aggregate  carrying value,
including  goodwill.  The  Company  generally  determines  the fair value of its
reporting units using the income approach methodology of valuation that includes
the  discounted  cash flow method.  If the carrying  amount of a reporting  unit
exceeds the reporting  unit's fair value,  the Company performs the second step.
The second  test  involves  comparing  the  implied  fair value of the  affected
reporting  unit's  goodwill  with the carrying  value of that  goodwill.  If the
carrying amount of the reporting unit goodwill exceeds the implied fair value of
that goodwill, an impairment loss is recorded.

Circumstances  that could trigger an impairment test include but are not limited
to: a significant  adverse change in the business  climate or legal factors;  an
adverse action or assessment by a regulator;  unanticipated competition; loss of
key personnel;  the likelihood that a reporting unit or significant portion of a
reporting  unit will be sold or otherwise  disposed  of;  results of testing for
recoverability  of a  significant  asset  group  within  a  reporting  unit  and
recognition  of a goodwill  impairment  loss in the  financial  statements  of a
subsidiary that is a component of a reporting unit.


                                      F-11
<PAGE>


Impairment

SFAS No. 144 "Accounting  for the Impairment or Disposal of Long-Lived  Assets,"
provides a single  accounting  model for  long-lived  assets to be disposed  of,
changes the criteria  for  classifying  an asset as held for sale,  broadens the
scope of businesses to be disposed of that qualify for reporting as discontinued
operations and changes the timing of recognizing losses on such operations.  The
Company adopted SFAS 144 on January 1, 2002.

In accordance with SFAS No. 144, the Company  reviews its long-lived  assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount of an asset may not be  recoverable.  Recoverability  of assets
held and used is measured by a comparison of the carrying  amount of an asset to
estimated  undiscounted future cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying  amount of the assets exceeds their
fair value.  Assets to be disposed of are  separately  presented  on the balance
sheet and  reported  at the lower of their  carrying  amount or fair  value less
costs to sell, and are no longer depreciated.


Income Taxes

Deferred taxes are provided on a liability  method  whereby  deferred tax assets
are recognized for deductible  temporary  differences and operating loss and tax
credit carry  forwards and deferred tax  liabilities  are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax bases.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some or all of the  deferred tax assets will not
be realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and dates on the date of enactment.

For  periods  prior to January 1, 2001,  the  Company,  with the  consent of its
stockholders,  had elected to be taxed under  sections of federal income tax law
which provide  that,  in lieu of  corporation  income  taxes,  the  stockholders
separately  account for their pro-rata  share of the Company's  items of income,
losses, and credits. This election was terminated effective January 1, 2001.

Stock-Based Compensation

On July 1, 2001,  the  stockholders  approved the adoption of the Company's 2001
Employee  Stock  Option  Plan (the Plan).  Stock  options are granted at a price
equal to the market  value of the Common  Stock at the date of grant,  generally
expire 10 years from the date of the grant and vest  equally  over a  three-year
service period.


                                                       2002         2001
                                                    ----------   ----------

      Total common shares available for grant
         at the beginning of the year                  320,000      320,000
      Options to purchase common shares granted at
      $1.50 per share                                  144,000          -0-
      Options exercised                                    -0-          -0-
      Options forfeited/expired                            -0-          -0-
      Options available for grant                      176,000      320,000
      Shares vested during the year                     36,000          -0-
      Shares granted but unvested                      108,000          -0-

                                      F-12
<PAGE>

      The  144,000  stock  options  awarded in 2002 were all to one person at an
      exercise price of 2002 $1.50 per share.

      The Company uses the  intrinsic-value  method of accounting  for the Plan.
      Under this method,  compensation cost is the excess, if any, of the quoted
      market price over the amount an employee  must pay to acquire the stock at
      the date of the  grant.  The  Company  generally  grants  options  with an
      exercise  price equal to the market  value of the common stock at the date
      of grant.


      The  Black-Scholes  option price model was used to estimate the fair value
      as of the date of grant using the following assumptions:

                                                                      2002
                                                                  ------------

         Dividend yield                                                     0%
         Risk-free interest rates                                        4.35%
         Volatility                                                    163.00%
         Expected option term (years)                                     9.61
         Weighted-average fair value of options granted during
         the year                                                        $1.50

If the Company  had  determined  compensation  expense for the Plan based on the
fair  value at the grant  dates  consistent  with the method of SFAS No. 123 and
SFAS No. 148, the  Company's  pro-forma  net loss and basic loss per share would
have been as follows:

                                                                      2002
                                                                  ------------

         Net loss as reported                                     $(11,087,747)
         Stock based compensation expense under the fair value
         based method, net of tax ($0)                            $    (54,000)
         Pro forma net loss                                       $(11,141,747)
         Basic and diluted net loss per share, as reported        $    (3.9278)
         Pro forma basic and diluted net loss per share           $    (3.9469)


Earnings (Loss) per Share


Basic earnings (loss) per share is computed using the weighted average number of
common shares outstanding  during the period.  Diluted earnings (loss) per share
is computed  using the weighted  average  number of common  shares and potential
common shares outstanding during the period.  Potential common shares, including
stock options and warrants, are excluded from the computation since their effect
is anti-dilutive.


Revenue Recognition

Sales are recognized when merchandise is delivered and accepted by the customer,
net of estimated sales returns, discounts and allowances.

                                      F-13
<PAGE>

Advertising Cost


Advertising costs are included in selling expense and are expensed in the period
incurred.  Such costs were $18,489 for 2002. For 2001, and 2000 the amounts were
$506,921 and $43,098 and are included in discontinued operations.


Fair Value of Financial Instruments

Statement of Financial  Accounting  Standards (SFAS) No.107,  "Disclosures about
Fair  Value  of  Financial   Statements"   requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance  sheet,  for which it is  practicable  to estimate that value.  In cases
where quoted market prices are not available, fair values are based on estimates
using  present  value  or  other  valuation  techniques.  Those  techniques  are
significantly  affected by the assumptions used, including the discount rate and
estimates of future cash flows. In that regard, the derived fair value estimates
cannot be substantiated by comparison to independent markets and, in many cases,
could not be realized in immediate  settlement  of the  instrument.  SFAS No 107
excludes  certain  financial   instruments  and  all  non-financial  assets  and
liabilities  from  its  disclosure  requirements.  The fair  value of  financial
instruments  recorded on the balance sheet approximate the carrying amounts. The
Company has no off balance sheet financial instruments.

Recently Issued Accounting Standards

In June 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations".  SFAS
No. 141 requires that the purchase method of accounting be used for all business
combinations  transacted  after  June  30,  2001.  SFAS No.  141 also  specifies
criteria that intangible assets acquired in a business  combination must meet to
be recognized and reported  separately from goodwill.  The Company utilized SFAS
No. 141 to account for business acquisitions completed in 2002.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations".  SFAS No 143  requires  the Company to record the fair value of an
asset  retirement  obligation  as a liability in the period in which it incurs a
legal obligation  associated with the retirement of tangible  long-lived  assets
that result from  acquisition,  construction,  development  and/or normal use of
assets.  The Company also records a  corresponding  asset,  which is depreciated
over the life of the asset.  Subsequent to the initial  measurement of the asset
retirement obligation, the obligation will be adjusted at the end of each period
to reflect the passage of time and  changes in the  estimated  future cash flows
underlying  the  obligation.  The  Company is  required to adopt SFAS No. 143 on
January 1, 2003, and is currently  evaluating the effect that  implementation of
the new standard may have on its results of operations and financial position.


In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 addresses financial accounting and
reporting for the  impairment or disposal of long-lived  assets.  This Statement
requires that  long-lived  assets be reviewed for impairment  whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison of the carrying  amount of an asset to future net cash flows expected
to be generated by the asset.  If the  carrying  amount of an asset  exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by

                                      F-14
<PAGE>

which the carrying amount of the asset exceeds the fair value of the asset. SFAS
No. 144 requires  companies to separately  report  discontinued  operations  and
extends that reporting to a component of an entity that either has been disposed
of (by sale,  abandonment,  or in a distribution  to owners) or is classified as
held for sale.  Assets to be disposed  of are  reported at the lower of carrying
amount or fair value less costs of sale.  The  Company  adopted  SFAS No. 144 on
January 1, 2002.

FAS 146 addresses  financial  accounting and reporting for costs associated with
exit or disposal  activities  and  nullifies  Emerging  Issues Task Force (EITF)
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  FAS No. 146 was  effective for disposal  activities  initiated
after December 31, 2002.

FAS 148 amends FASB Statement 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,  this Statement amends the disclosure requirements of Statement 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.  FAS No. 148 became  effective
after December 31, 2002.

FAS 149 amends and clarifies  financial  accounting and reporting for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  (collectively  referred to as derivatives) and for hedging activities
under FASB Statement No. 133, Accounting for Derivative  Instruments and Hedging
Activities.  The Company believes it has no derivative instruments.  FAS No. 149
became effective for hedging arrangements entered into after June 30, 2003.

FAS 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously  classified as equity.  Some of the provisions of this Statement
are  consistent  with the current  definition  of  liabilities  in FASB Concepts
Statement No. 6, Elements of Financial  Statements.  The remaining provisions of
this  Statement  are  consistent  with  the  Board's  proposal  to  revise  that
definition to encompass certain  obligations that a reporting entity can or must
settle  by  issuing  its own  equity  shares,  depending  on the  nature  of the
relationship   established  between  the  holder  and  the  issuer.  For  public
companies,  FAS No.  150  became  effective  after June 15,  2003.  The  Company
believes that, at the present time, it has no  instruments  that fall within the
scope of this pronouncement.


NOTE B - REVERSE STOCK SPLIT AND INCREASE IN AUTHORIZED SHARES


In July 2004,  the  Company's  shareholders  approved  a 1 for 25 reverse  stock
split. The number of authorized shares and par value were unchanged.  All common
stock  amounts  have been  adjusted  to  reflect  this  change  for all  periods
presented.

In May 2003,  the Company's  shareholders  approved an increase in the number of
authorized  shares from 100 million  shares to 250  million  shares.  In January
2004, the authorized shares were increased to 500 million shares.


                                      F-15
<PAGE>

NOTE C - REVERSE ACQUISITION


On May 22, 2001, a purchasing group acquired  2,169,467 shares of Media Flooring
Inc. (MCGI) in exchange for all of the outstanding  common shares of the Company
to become the owner of  approximately  40% of the issued and outstanding  common
stock of MCGI.  The  agreement  included  the merger of the Company into a newly
formed wholly owned  subsidiary.  Prior to the  acquisition,  MCGI was a "Public
Shell" Company with no significant operations or assets.


The  acquisition of the Company was accounted for as a reverse  acquisition  and
the Company was treated for  accounting  purposes as the acquiring  entity.  The
historical  financial  statements of the Company became the historical financial
statements of MCGI.

Additional paid in capital was adjusted on May 22, 2001 as follows:

           Common Stock - 2,169,467 shares at par value of $0.001   $   (2,169)
           Common Stock prior to reverse acquisition - 40 shares             0
           Vendor obligation assumed                                    (4,931)
                                                                    ----------
           Recapitalization to additional paid-in capital           $   (7,100)
                                                                    ==========

NOTE D - EQUITY TRANSACTIONS


The  Company  entered  into  private  placement   transactions  with  individual
investors  and sold  100,498 and 66,000  shares of its common  stock  during the
first quarter of 2002 and December 2001, respectively, for $10.00 per share. For
each  share  of  common  stock  purchased,  each  investor  received  a  warrant
representing  the right to purchase  one  additional  share of common  stock for
$18.75 per share.  The warrants  expired  unexercised  on December 31, 2003. Net
proceeds  from  these  sales  were  $876,673  and  $574,200  in 2002  and  2001,
respectively.

Shares issued for services (none in 2001):

                                                            Shares     Amount
                                                           --------   --------
During the first quarter of 2002 the Company purchased
consulting services                                          12,000   $120,000

During the second quarter of 2002 the Company paid rental
expenses in the UK for a subsidiary                          20,000    182,635

During the fourth quarter of 2002 the Company purchased
services from six vendors                                    73,600    143,823
                                                           --------   --------
                          Total                             105,600   $446,458
                                                           ========   ========

During May 2002,  the  Company  entered  into an  agreement  with an advisor for
consulting  services  under which the Company  agreed to issue 96,000  shares of
Common Stock for services rendered.  The Company originally  recorded consulting
expense of $736,000,  representing  the market value of the stock at the date of
the  agreement.  Because the shares were not issued until May 2003,  the Company
revalued the liability at the end of each quarter,  based on the market value of
the stock at those dates, as follows:


                                      F-16
<PAGE>

                                        Per Share
                                          Value     Liability    Decrease
                                        ---------   ---------   ---------

September 2002                          $    2.88   $ 276,000   $ 460,000
December 2002                                2.03     194,400      81,600
March 2003                                    .95      91,200     103,200
May 19, 2003 (date issued)                   .75       72,000      19,200


During  the 1st  quarter of 2002,  certain  stockholders  and  others  converted
$922,723 of notes payable and amounts due to stockholders  into 92,272 shares of
common  stock.  For each share of common stock  purchased,  they also received a
warrant  representing the right to purchase one additional share of common stock
at a price of $18.75  per share  exercisable  through  December  31,  2003.  The
warrants expired unissued at December 31, 2003.

In October  2002,  certain  stockholders  converted  $455,176 of debt to 182,070
shares of common stock.  The  conversion of these  stockholders  was done at the
prevailing market price as of the date of the conversion.

In October 2002,  several former Tiger  Telematics Ltd.  shareholders  agreed to
convert  $610,190 of their  shareholder  debt into common  stock and warrants to
purchase  common stock at a price of $18.75 per share.  The conversion  rate was
one share of common stock and one warrant for every $10.00 of debt.  The debt of
was  converted  in October  2002 into 61,019  shares of common  stock and 61,019
warrants. The warrants expired unissued on December 31, 2003.

To recap,  during 2002  shareholders  converted  $1,988,089 of debt into 335,361
shares of common stock.

See  NOTE  Q -  SUBSEQUENT  EVENTS  for a  description  of  equity  transactions
occurring after 2002.


NOTE E - PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2002, was as follows:


                                                          2002
                                                       ----------

           Vehicles                                    $  188,837
           Furniture, fixtures and equipment               48,359
                                                       ----------
                                                          237,196
           Less accumulated depreciation                        -
                                                       ----------

                                                       $  237,196
                                                       ==========

Property and equipment was placed into service during 2003.


Property and equipment reclassified to discontinued  operations in 2002 and 2001
are described in NOTE L - DISCONTINUED OPERATIONS

                                      F-17
<PAGE>

NOTE F - INCOME TAX MATTERS


The Company has net operating loss carry forwards for United States Tax purposes
as of  December  31,  2002 for  federal  income tax  purposes  of  approximately
$15,600,000,  expiring in 2022. Any future benefit to be realized from these net
operating  loss and  contribution  carry  forwards is dependent upon the Company
earning sufficient future income taxable in the United States during the periods
that the carry  forwards are  available.  The loss carry  forwards  also contain
restrictions on the type of taxable income that they can be used to offset.  Due
to these  uncertainties,  the Company has fully offset any deferred tax benefits
otherwise  relating to the net  operating  loss carry  forward  with a valuation
allowance of approximately $5,040,000.  The Company also has undetermined losses
that may be off set against  future income in the UK,  expiring in 2021,  due to
the sale of Tiger  Telematics  Ltd. Any future  benefits to be realized from the
losses is dependent upon the Company earnings  sufficient  future taxable income
in the UK during the periods that the losses off settable are available.  Due to
these  uncertainties  the Company has fully  offset any  deferred  tax  benefits
relating to the losses.

                                                2002           2001
                                            -----------    -----------
         Income Tax Provision

         Tax provision at statutory rates   $ 4,600,000    $   455,000
         State income taxes - net               420,000         42,000
         Effect of lower tax brackets           (13,000)       (13,000)
         Other                                 (407,000)       (44,000)
                                            -----------    -----------
                                              4,600,000        440,000
         Balance at beginning of year           440,000           --
                                            -----------    -----------

         Balance at end of year             $ 5,040,000    $   440,000
                                            ===========    ===========

         Valuation allowance:

         Balance at beginning of year       $   440,000    $      --
         Current year provision               4,600,000        440,000
                                            -----------    -----------
         Balance at end of year             $ 5,040,000    $   440,000
                                            ===========    ===========


NOTE G - OPERATING LEASES


The Company leases office space in Jacksonville,  Florida and in London, England
on a month-to-month  basis.  Rent expense for 2002 was $295,779.  This was after
reclassification  of  $241,280  of  flooring  rental  expenses  to  discontinued
operations.  Rent  expenses  for  2001  and  2000  was  $526,196  and  $173,668,
respectively, but is now reclassified as discontinued operations.


                                      F-18
<PAGE>

NOTE H - NOTES PAYABLE


                                                                 2002
    The notes are payable to a bank in 36 equal monthly
    installments, with interest ranging from 10.4% to 11%
    and are collateralized by two automobiles.               $   175,736

                Less amount due within one year                   30,602
                                                             ============

                Long term portion of notes payable           $   145,134
                                                             ===========


Principal payments for the next three years are as follows:  2003 $30,602,  2004
$37,140, 2005 $44,504 and 2006 $63,490. See NOTE L - DISCONTINUED OPERATIONS for
description of 2001 notes payable.


NOTE I - ACQUISITIONS

Tiger Telematics (UK) Ltd. ("Tiger Ltd")


On February 4, 2002, the Company  purchased Eagle Eye Scandinavian  Distribution
Limited,  an English  private  limited  Company,  and  changed its name to Tiger
Telematics (UK) Ltd. The Company purchased all of the outstanding stock of Eagle
Eye in exchange  for 280,000  shares of the  Company's  common  stock  valued at
$2,800,000.   Tiger  Telematics  is  an  early  stage  Company  engaged  in  the
distribution of telematics products.


The 280,000  shares of stock issued were valued at $10.00 per share.  This price
is the same price as the private placement transactions with investors that were
entered into from December 2001 through March 2002. The negative equity of Tiger
Ltd of $463,050 as of the acquisition  date resulted in an excess of acquisition
cost over tangible asset value of $3,263,050.


The  excess of the  acquisition  price over the  tangible  asset  valuation  was
assigned by  allocating  $2,800,000  to an order  backlog of pending  orders for
product to be shipped over future periods and $463,050 to distribution rights to
be amortized quarterly over the remaining life of the distribution agreement.

During the quarter ended September 30, 2002, the Company, after determining that
the value of the order book was impaired,  wrote-off $1,000,000.  The impairment
was based on the failure to ship orders as  originally  projected and the change
in Tiger  Ltd.'s  business  model to derive  its  income  from  monthly  revenue
generated by its wireless telecom provider's partnership arrangements as opposed
to generating revenue primarily from the sale of hardware. In the fourth quarter
of 2002,  the  Company  wrote  off the  remainder  of the  intangible  assets of
$2,147,288 (net of $115,762 of accumulated amortization).

In the fourth  quarter  the  Company  sold the common  stock of Tiger Ltd. to an
unrelated third party.  The agreement  called for the transfer of certain assets
and debt from Tiger Ltd. to Tiger Europe prior to closing.  The  transaction was
done in exchange for a Royalty  Agreement from the buyer and Tiger Ltd. to pay a
percentage of sales over the next 10 years. Due to the uncertainty of the future
payments,  the Company  placed a zero value on the  agreement and did not record
the future  stream of payments on the balance  sheet.  The Company  recorded a $
248,009  gain of the sale  representing  the excess of  liabilities  over assets
transferred  to the  buyer.  In early  2003,  the buyer  ceased  operations  and
liquidated Tiger Ltd.

                                      F-19
<PAGE>

Comworxx, Inc.

On June 25, 2002,  pursuant to a Purchase Agreement between the Company's wholly
owned subsidiary, Tiger USA and Comworxx, Inc., a private Florida Company, Tiger
USA  purchased  all of the assets of Comworxx in exchange for 170,531  shares of
the Company's common stock valued at $6.25 per share or $1,065,819.

The purchase  agreement  provided however,  that if the price per share of Tiger
Common  Stock sold in the next equity  financing  raising  gross  proceeds of at
least $3 million,  is less than $25.00 per share,  the  assumed  purchase  price
shall be  reduced  to the  price  per  share in the next  equity  financing  and
provided further however, that if the new equity financing is not consummated by
September 1, 2002 the assumed  price shall be reduced to $.875.  If the purchase
price is reduced to less than $25.00 per share of Tiger Inc. common stock, Tiger
will have to issue such additional  shares as necessary so that the total number
of shares of Tiger Common Stock issued pursuant to this  provision,  is equal to
the quotient,  rounded to the nearest whole number, of $4,263,266 divided by the
final assumed  purchase price. The maximum number of shares that would be issued
under this formula would be 487,230. Accordingly, 316,700 shares were subject to
this contingency.

In 2004, the Company entered into a settlement agreement by which 160,000 shares
plus 80,000  shares held in escrow would be issued in  satisfaction  of the full
contingent share issuance.

Based  on a post  acquisition  review  of  assets,  inventory,  receivables  and
property plant and equipment were written down to the current estimated value as
of the  acquisition  date.  The  write-downs  created  an  additional  excess of
liabilities over tangible assets of $669,628.

The  acquisition  price  over  the  tangible  asset  valuation   included  three
intangible assets. Although the acquisition included other intellectual property
and  license  agreements,  due to the  position in the  marketplace  and funding
issues  associated with the acquisition,  the Company believed that the goodwill
was impaired as of June 30, 2002 and wrote off all of the goodwill of $1,735,445
in the quarter ended June 30, 2002.

In the  third  quarter,  based on its  evaluation,  the  Company  took a further
write-down of the remaining  assets purchased of $407,000,  effectively  writing
off its entire investment in the purchase agreement.



                                      F-20
<PAGE>



Assets (net of reserves) and liabilities acquired consisted of the following:

        Accounts receivable                                    $     27,619
        Inventory                                                   105,472
        Prepaid items                                                 9,368
        Computer equipment                                          280,629
        Security deposits                                            15,470
                                                               ------------
                                                                    438,558
                                                               ------------
        Note payable                                                  8,664
        Accounts payable                                            882,968
        Other accruals                                              216,554
                                                               ------------
                                                                  1,108,186
                                                               ------------
        Excess of liabilities over assets                      $    669,628

        Goodwill                                                  1,065,817
                                                               ------------

        Total goodwill (all written off on June 30)            $  1,735,445
                                                               ============

        Net assets written off in the third quarter of 2002    $    407,000
                                                               ============

The Company believes that the seller may have  misrepresented  the nature of the
assets  and  the  viability  of  the  associated  business  at the  time  of the
transaction.  As a result the Company has retained legal counsel to advise it of
its rights against the  shareholders of the seller to recover certain sums or to
rescind the entire transaction.  As mentioned above, in June of 2004 the Company
issued 160,000 of the contingent shares in settlement of this matter.

Pro forma  information:  The  following pro forma  information  reflects the net
sales,  net loss, and per share amounts for the year ended December 31, 2002 and
2001 as if the  Tiger  Telematics,  Ltd.  and  Comworxx  acquisitions  had  been
completed on January 1, 2001:

                                                       Year Ended
                                              ----------------------------
                                                   2002            2001
                                              ------------    ------------
            Pro forma net sales               $    319,613    $          0

            Pro forma net loss                $(13,453,091)   $ (3,980,321)

            Pro forma basic and diluted net
            loss per common share             $    (4.6201)   $    (1.5096)

            Weighted average shares
            outstanding - basic and diluted      2,911,298       2,636,630


See NOTE Q - SUBSEQUENT  EVENTS for  descriptions  of  acquisitions  and pending
acquisitions after 2002.


                                      F-21
<PAGE>


NOTE J - RELATED PARTY TRANSACTIONS

Notes Payable to Stockholders are as follows:

                                                         2002            2001
                                                    ------------    ------------
Stockholder notes, unsecured, due on demand:
       A) 10%                                       $       --      $    272,847
       B) 15%                                               --           335,034
       C) 10%                                               --           852,789
       Without interest                                     --            80,382
                                                    ------------    ------------
                                                    $       --      $  1,541,052

       D)  Without interest                         $  1,210,785            --
                                                    ------------    ------------
           Total                                    $  1,210,785    $  1,541,052
                                                    ============    ============

     A)   The two shareholders  had a combined  ownership of 0.18%. The note was
          paid in 2002.  Interest  expense  was $13,812 and $22,847 for 2002 and
          2001, respectively.
     B)   Eight shareholders,  none of whom owned more than 0.6% of the Company,
          converted to 32,171  shares of the Company's  common  stock.  Interest
          expense  for  these  notes was  $8,801  and  $32,034  in 202 and 2001,
          respectively.
     C)   This note was owed to a 28.4% stockholder.  The note, accrued interest
          and the advance, with a combined balance of $829,796 at the conversion
          date,  were  converted  to 187,249  common  shares and  warrants.  The
          warrants  expired  unissued at December  31,  2003.  Interest  expense
          related to this note was $15,000,  $86,337 and $19,499 for 2002,  2001
          and 2000, respectively.
     D)   These demand notes are due to  stockholders  who were the prior owners
          of Eagle Eye Scandinavian (See Note I Acquisitions).

Total  interest  expense  related to  stockholder  debt was $37,712 in 2002. The
weighted  average  interest rate on amounts due  stockholder  was 10%, 10.6% and
10.0% in 2002, 2001 and 2000, respectively.

To recap, the Company issued 280,439 shares of common stock to convert debt owed
shareholders  of  $1,775,020  in 2002.  Additionally  the Company  issued 54,922
shares to convert $213,069 of notes payable to others.

In 2001, the Company included a property owned by one of its stockholders in its
property  insurance  policy. A portion of the insurance premium totaling $21,259
was deducted from the amount owed to the stockholder. Subsequent to December 31,
2001, separate insurance policies were written for each property.

As of December 31, 2001 the Company was owed a total of $26,029  from  employees
and officers. The Company from time to time advances nominal amounts of money to
its  employees for personal  reasons.  The advances do not bear interest and are
due on demand.  The above amounts were included in  discontinued  operations for
the respective years.

In 2001, the Company sold $20,107 of flooring  products to a company owned by an
officer of the Company.

                                      F-22
<PAGE>

As of December  31, 2002,  the Company  owed an  executive  officer and director
approximately  $50,000 for back  salary and  reimbursable  expenses  incurred on
behalf of the Company.

In the  fourth  quarter of 2002 the  Company  issued  182,070  shares to certain
shareholders to convert $455,761 of debt to equity at $2.50 per share.

During the third and fourth  quarter of 2003,  the Company (i) at the request of
certain  stockholder of Tiger Europe,  Ltd.,  issued 148,000 shares at a rate of
$.50 per share to reduce  $75,000 of  indebtedness  owed by the  Company to such
stockholders and (ii) converted $1,400,000 of debt to a stockholder to 2,800,000
shares of common  stock at the rate of $.50 per share,  the market  price of the
common  stock as of the date that the  agreements  were entered  into.  The debt
conversion  involved  certain  officers and  directors of the Company and or its
Gizmondo  subsidiary.  In  addition,  during  the  fourth  quarter  the  Company
converted  $226,730 of debt owed to another  shareholder  into 453,460 shares of
common  stock  valued  at $.50 per  share  and  issued  800,000  shares  to such
shareholder  for  services  rendered to the  Company.  That person  subsequently
became an  employee  of a  subsidiary  of the  Company  in April 2004 as Head of
Investor Relations.

NOTE K - CONTINGENCIES

A  shareholder  borrowed  some of the funds  advanced to the Company (with funds
going to the  Tiger  Ltd  subsidiary)  from a private  investment  bank,  London
International  Mercantile Bank (LIM), based in London. The shareholder failed to
repay the note when due and LIM made demand on the  subsidiary,  Tiger Ltd.,  to
repay the funds since Tiger Ltd. was the  beneficiary of the funds.  The Company
maintained  that it was not responsible for that obligation and responded to the
demand  accordingly.  Tiger Ltd.  entered into a settlement  agreement the Court
approved as a Tomblin Order where the demand note payable to the shareholder was
forgiven  in exchange  for the Company  entering  into an  installment  note for
approximately  $475,000,  to be paid over time directly to LIM. The  shareholder
remained contingently obligated for the sum owed plus interest in event that the
payment was not made timely by Tiger Ltd. The Company issued a limited  guaranty
for the obligation to LIM.

The  settlement  agreement  called for monthly  payments at a variable  interest
rate. Tiger Ltd. repaid approximately  $80,000 prior to the sale of the business
on December 17, 2002. Following the sale of Tiger Ltd., the Company was apprised
that  Tiger  Ltd.  was placed in  liquidation  insolvency  under the laws of the
United Kingdom for failure to make the payments required under this arrangement.

LIM made demand on the Company for approximately  $450,000,  under the guarantee
but has made no  attempt to collect  on the  guaranty  as it pursues  its direct
remedies  against the  original  borrower of the funds.  LIM also holds  140,000
shares of the  Company's  common stock and certain  real estate  provided by the
original borrower as collateral.  The Company does not believe that any possible
losses with respect to this issue will have a material  effect on the  financial
statements.

On April 26, 2002 the Company  entered into a Lease Agreement with Christian and
Timbers UK Ltd (C&T) for office  premises for its  subsidiary for a term of five
years. The Company paid the first year's rent by issuing 20,000 shares of common
stock. The subsidiary  subsequently  defaulted on the lease arrangement.  In the
summer of 2003,  C&T sued the Company  pursuant to the Company's  guarantee.  In
October 2003, the Company  entered into a judgment  stipulation  for $300,000 to
settle all  obligations  under the  guarantee.  The Company has issued shares of
common stock to C&T that it believes will satisfy the amount of the  outstanding
judgment.

                                      F-23
<PAGE>

In March 2004,  Jordan Grand Prix Ltd.  filed suit against the Company in the UK
alleging violation of the Sponsorship Agreement entered into between the Company
and Jordan Racing in July 17, 2003 and a related Letter  Agreement dated in July
2003. The  sponsorship  agreement was meant to assist in marketing the Company's
new hand held gaming  device and to correspond  with its launch.  The launch was
delayed from its anticipated time frame.  Jordan sued the Company for $3 million
and alleged that the Company defaulted on a payment of $500,000,  due on January
1, 2004, under the sponsorship agreement, and a payment for $250,000, due on the
same date under a separate letter  agreement.  On February 26, 2004, Jordan sent
the  Company  a letter  where  they  formally  and  officially  terminated  both
agreements for the aforementioned alleged defaults. The Company believes that it
has defenses to the suit and has filed a defense in UK courts.

The Company is considering  filing a counter suit against both the plaintiff and
Jordan Racing.  The plaintiff  filed a motion for summary  judgment  against the
Company.  The Court denied the plaintiff's  motion and the Company was permitted
to defend the lawsuit on the condition that it makes a substantial payment to be
held by the Court.  In January 2005, the Court reduced the amount of the payment
and  allowed  the  Company  to deposit  70,000  shares of its stock in escrow to
satisfy this requirement.  Prior to commencement of the trial, the Company is to
substitute $1.5 million in exchange for the escrowed  shares.  While the Company
is unable to predict the outcome of this  litigation,  it intends to  vigorously
defend the plaintiff's claims.

In January 2005, the Company filed a lawsuit against a former investment advisor
of the Company,  based on a breach of the agreement  between the advisor and the
Company.  As payment for investment  advisory  services,  the Company originally
issued 40,000  (1,000,000  pre reverse split) shares of common stock in 2002 and
2003.  The advisor  subsequently  alleged in December 2004 that the Company owed
him an  additional  960,000  shares of common stock to maintain his ownership in
the Company at 1,000,000 shares.  The Company is seeking a declaratory  judgment
from the  court  that it is not  required  to  issue  additional  shares  to the
advisor, as well as damages,  fees and costs as a result of the advisor's breach
including the return of the previously issued shares.

In October  2004,  Gizmondo  Europe Ltd,  (Gizmondo),  subsidiary of the Company
signed a  contract  with SCi  Entertainment  Group Plc  (SCi),  a leading  games
publisher,  under which  Gizmondo  has licensed the right to develop and publish
twelve SCi  products  for the  Gizmondo  platform.  The  agreement  covers  both
currently released titles as well as those in the pipeline,  and establishes the
structure for continuing collaboration between the two companies.

The  agreement  has  Gizmondo  paying  a  minimum   guarantee  of  approximately
$1,250,000  allocated by and among 12 products.  The  guarantee,  which has been
paid, is non-refundable  but fully recoverable  against earned royalties of each
product. An earned royalty of 50% of net receipts is to be paid on each product.

On March 22, 2005,  the Board of Regents of the University of Texas System filed
an action against the Company and one of its subsidiaries, Gizmondo Europe, Ltd.
in the United States  District Court for the Western  District of Texas,  Austin
Division,  alleging that predictive text software used in the Company's Gizmondo
gaming  device  infringes  a patent  held by the Board of  Regents.  The Company
believes that its software does not infringe the Board of Regents'  patent.  The
Company  licenses this software  from another  company,  which under the license
agreement,  has indemnified the Company for infringement claims. The Company and
its licensor  intend to vigorously  defend the  infringement  claims against the
Company and Gizmondo Europe, Ltd.

NOTE L - DISCONTINUED OPERATIONS

In June 2002 the Company entered into a plan to dispose of its flooring business
and, as of June 30, 2002,  accounted for the flooring  segment as a discontinued
operation.  The  Company  has  estimated  that the net loss on the  discontinued
operations  from June 30, 2002 through the date of the sale,  August 9, 2002, to
be  $35,000,  and the  estimated  gain on sale and  included  that amount in the
liabilities of the discontinued segment.

                                      F-24
<PAGE>

On August 9, 2002, the Company sold its flooring  business to a purchasing group
headed  up  by a  former  officer  of  the  Company.  The  Company  sold  assets
aggregating  $1,152,698,  in  consideration  for the  assumption by the buyer of
liabilities totaling $1,243,135.  The Company will remain contingently liable on
the  liabilities  until such time as the buyers pay them off. In  addition,  the
buyer has assumed operating leases described above.

Revenue included in loss from  discontinued  operations  amounted to $2,163,158,
$3,777,000  and $298,000 for the period ended  December 31, 2002,  2001 and 2000
respectively.

The  amounts  held in  discontinued  operations  have been  reclassified  on the
financial  statements of prior years.  Shown below are the  categories of assets
and liabilities  reclassified to discontinued  operations as previously shown in
the specific notes from the year ended 2001.

On April 2003,  the buyer of the flooring  assets filed a Chapter 11  bankruptcy
proceeding and was liquidated as of April 30, 2003. As of December 31, 2002, the
Company has made a provision for loss of approximately $1,153,000.

A summary of the liabilities the Company may be obligated to pay, as of December
31, 2002 is as follows:

             Liabilities - Leases and various payables and
             accruals related to failure of Floor Decor, and
             other dispositions                                 $   1.152.713
                                                                =============

NOTE M - WARRANTS

The  Company  issued  warrants  to  purchase  253,789  and 66,000  shares of the
Company's  common stock at $18.75 per share in 2002 and 2001  respectively.  The
warrants  were  exercisable  at any time until  December 31,  2003.  None of the
warrants were exercised or cancelled. All expired,  unexercised, at December 31,
2003.  At  December  31, 2002 and 2001 there were  319,789  and 66,000  warrants
issued and outstanding, respectively.

In 2004 the Company  also issued  warrants  to  purchase  495,525  shares of the
Company's  common stock at an exercise  prices  ranging from $5.00 to $11.25 per
share.

NOTE N - PREPAYMENTS


             Prepaid expenses at 2002 are as follows:
                      Rent                                 $   117,080
                      Insurance                                 12,124
                                                           -----------
             TOTAL                                         $   129,204
                                                           ===========


                                      F-25
<PAGE>


NOTE O - ACCRUED EXPENSES


                                                                         2002
                                                                     -----------

Payroll and related taxes                                            $    40,832
Consulting                                                               194,000
Amounts accrued related to acquisitions, bankruptcy of acquiring
   companies and rent and advisor fees related to events described
   in NOTE K - CONTINGENCIES                                           1,726,812
                                                                     -----------

                                                                     $ 1,961,644
                                                                     ===========

NOTE P - SEGMENT INFORMATION

The  Company now focuses all of its  business  in one  segment,  the  telematics
product development and distribution business in Europe.

NOTE Q - SUBSEQUENT EVENTS

ISIS Models, Ltd.

In May 2004 Gizmondo Europe,  Ltd. acquired 75% interest in ISIS Models Ltd. for
$310,000  settled by the issue of common  stock of the Company of 40,000  shares
valued at $7.75 per agreement.  The transaction resulted in $310,000 of goodwill
to reflect the intangible order book.

Warthog Plc

The Company executed an Asset Purchase Agreement contract dated November 3, 2004
and closed the  transaction on that date,  for the  acquisition of Warthog Plc's
subsidiaries,  intellectual  properties and assets,  in a move to further expand
the Company's games development agenda and management infrastructure. Within two
days of closing,  the  Company  injected  approximately  $1.3  million  into the
Warthog subsidiaries for working capital purposes.

As a result the Company paid  $1,113,000  in cash and issued  497,866  shares of
restricted  common  stock on November 3, 2004.  The shares were valued at $14.06
per share  pursuant to the terms of the  agreement  ($7,000,000),  which was the
average closing price in the 14 days prior to closing.  For financial  statement
purposes, the company recorded approximately $850,000 in goodwill to reflect the
excess purchase price over tangible assets acquired.

Indie Studios

On  August  2,  2004,  Gizmondo  Europe,  Ltd.  purchased  Indie  Studios  on  a
transaction agreed to on May 20, 2004 Purchase Agreement, following an April 29,
2004  Letter of Intent,  for one million  shares of common  stock of the Company
valued at $7.50.  There are 600,000  contingent  shares reserved.  For financial
statement  purposes  the Company  assumed  the shares  issued and  recorded  $12
million in  goodwill  to  reflect  the excess of  purchase  price over  tangible
assets.


                                      F-26
<PAGE>


Integra SP

The Company executed a share Purchase  Agreement contract dated October 29, 2004
to buy the shares of Integra SP  (Integra),  which owns several UK  subsidiaries
that  provide  software  for process  management  and  integration  of real-time
systems.  Integra's domain expertise and Altio product set enable  businesses to
provide integration to various financial services institutions supporting a wide
range of formats and protocols. For the fiscal year ended June 30, 2004, Integra
had unaudited revenues of $4.1 million.

The  transaction has not closed.  When approved,  the Company will issue 625,250
shares at closing and escrow 2,794,785 shares for payouts over two years,  based
on an earn out  formula.  The  maximum  number of shares to be issued  under the
two-year payout is 1,984,469 and under the earn-out is 3,420,035.

Equity Transactions

During 2003, the Company issued 6,270,648 shares as follows:

                                                       Shares       Dollars
         Private placements                           2,372,034   $ 1,745,090
         Conversion of debt to equity (primarily
                  Shareholder debt)                   3,471,514     3,274,488
         Payment for services                           427,100       294,475
                                                    -----------   -----------

                           Totals                     6,270,648   $ 5,314,053
                                                    ===========   ===========

At  December  31,  2002,  3,227,457  shares  of common  stock  were  issued  and
outstanding. Since that date, the Company has issued an additional approximately
43.2 million shares  (including the shares described above for 2003) in numerous
private transactions (a) for cash, (b) upon conversion of debt, accounts payable
or other liabilities,  (c) for goods or services provided by vendors,  strategic
partners,  professionals,  consultants  and employees and (d) in connection with
the  acquisition of assets.  In each case the Company  recorded  capital surplus
based upon the price of the  Company's  common  stock at the time of issuance or
agreement  to issue,  discounted  in some cases due to  restrictions  on sale by
recipients.  The  aggregate  amount  recorded was  approximately  $177  million,
including  the above  described  shares.  During such  periods the Company  also
issued  warrants to purchase and aggregate of 495,525  shares of common stock at
exercise prices ranging from $5.00 to $11.25 per share.





                                      F-27
<PAGE>
<TABLE>
<CAPTION>


NOTE R - QUARTERLY DATA (UNAUDITED)

                                              (in thousands, except per share data)
                                                  Year Ended December 31, 2002
                                      ----------------------------------------------------
                                        Fourth         Third        Second        First
                                        Quarter       Quarter       Quarter       Quarter
                                      ----------    ----------    ----------    ----------
<S>                                   <C>           <C>           <C>           <C>

Net sales                             $      130    $      152    $        1    $        1
Cost of goods sold                           117           223            42             3
                                      ----------    ----------    ----------    ----------
Gross profit                                  13           (71)          (41)           (2)

Selling, general and Administrative        1,256         1,410         2,149           954
Other income (expense)                      (521)       (1,027)       (3,288)          (28)
                                      ----------    ----------    ----------    ----------

Loss from continuing Operations           (1,764)       (2,508)       (5,478)         (984)

Loss from discontinued Operations           --            --            (164)         (189)
                                      ----------    ----------    ----------    ----------

Net loss                                  (1,764)       (2,508)       (5,642)       (1,173)
                                      ==========    ==========    ==========    ==========

Net loss per share                    $   (0.6249)  $   (0.8885)  $   (1.9986)  $   (0.4155)
                                      ==========    ==========    ==========    ==========

                                                  Year Ended December 31, 2001
                                      ----------------------------------------------------
                                        Fourth         Third        Second        First
                                        Quarter       Quarter       Quarter       Quarter
                                      ----------    ----------    ----------    ----------

Net sales                             $     --      $     --      $     --      $     --
Cost of goods sold                          --            --            --            --
                                      ----------    ----------    ----------    ----------
Gross profit                                --            --            --            --

Selling, general and Administrative           69            66           148          --
Other income (expense)                       (44)          (37)          (37)          (28)
                                      ----------    ----------    ----------    ----------

Loss from continuing Operations             (113)         (103)         (185)          (28)

Loss from discontinued Operations           (230)         (178)         (194)         (267)
                                      ----------    ----------    ----------    ----------

Net loss                                    (343)         (281)         (379)         (295)
                                      ==========    ==========    ==========    ==========

Net loss per share                    $   (0.1744)  $   (0.1244)  $   (0.1744)  $   (0.1246)
                                      ==========    ==========    ==========    ==========

</TABLE>

                                      F-28

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