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

                                    FORM 10-K

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2002

                                       or

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 For the
              transition period from _____________ to _____________

                        Commission File Number 001-15977

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

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

                4190 Belfort Rd. Suite 200 Jacksonville, FL 32216
               (Address of principal executive offices) (Zip Code)

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

           Securities Registered Pursuant to Section 12(b) of the Act:

        Title of each class                            Name of exchange
              NONE                                   on which registered
                                                            NONE

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of Class)

         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  twelve  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. [ ]

         The   aggregate   market   value  of  voting   common   stock  held  by
non-affiliates  as of May 5, 2003 is  $3,347,017  computed by  reference  to the
closing  price for such shares on the OTC  Bulletin  Board as of such date.  The
registrant  does not have any  authorized  or issued  non-voting  common  equity
securities.

         The number of shares outstanding of each of the registrant's classes of
common stock as of May 5, 2003 is:  83,675,426 shares of Common Stock, par value
$0.001 per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Parts of the definitive  Proxy Statement which the Registrant will file
with the Securities and Exchange  Commission in connection with the Registrant's
Annual Meeting of Stockholders.

                                       1
<PAGE>

                                     PART I

Item 1.  Business

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.

General

Tiger Telematics,  Inc. ("Tiger  Telematics" or "the Company"),  incorporated in
Delaware  is the  parent  company  of  several  subsidiaries.  The  Company is a
designer,  developer and marketer of mobile telematics systems and services that
combine global positioning and voice recognition  technology to locate and track
vehicles and people down to the street level in countries  throughout the world.
The systems  are  designed to operate on GSM,  which is the  standard  operating
system for wireless  carriers in the UK and in Continental  Europe.  The systems
are  currently  being  developed  and  marketed  to GSM  current  and  potential
subscribers primarily by the Company's UK based subsidiaries.

                                        2
<PAGE>

The Company that was previously named Floor Decor, Inc. changed its name in June
of 2003,  as it  decided  to exit the  historical  flooring  business  and focus
exclusively on telematics.  The first  subsidiary,  Media  Flooring,  Inc., (now
dormant)  operated  through  its  subsidiary  Floor  Decor LLC,  and  operated a
flooring  products  sales and service  business,  which  represented  all of the
business  operations of the Company during 2001 and in early 2002. That business
is now reclassified as a discontinued operation.  Floor Decor LLC operated a big
box super store offered a wide selection of floor coverings,  including  carpet,
area rugs, wood, and laminates,  at discount prices to both commercial  accounts
and consumers. This store, located in Fort Lauderdale,  Florida, was over 40,000
sq. ft. and stocked an extensive product line including over 5,000 area rugs and
1,000,000  sq.  ft.  of  other  floor  coverings.  In  June  2002,  the  Company
discontinued  this operation and sold the assets of the Floor Decor LLC. and the
right  to and use of the  LLC.  itself  and the  name  Floor  Decor  LLC.  to an
unrelated third party. The operating  results for this  discontinued  segment is
now classified as operating  results of  discontinued  operations in the current
year and in all prior years covered in this Report.

Telematics is an emerging industry that uses a combination of computer, wireless
and  satellite  technology  largely to provide  communications  between  central
source and fleets of vehicles.  On February 4, 2002, the Company  acquired Eagle
Eye  Scandinavia  Distribution,LTD,  an early stage UK company that  distributed
telematics  products and services and changed its name to Tiger  Telematics Ltd.
("Tiger  Telematics").  The  consideration  paid in this  transaction  consisted
entirely of shares of Company  Common  Stock,  as was reported in the  Company's
Current Report on Form 8-K dated February 19, 2002).  Tiger  Telematics Ltd. was
the exclusive distributor in Scandinavia and Yugoslavia of the Eagle Eye VCG2, a
vehicle  communications  gateway  that  combined  telecommunications  and Global
Positioning  Systems (GPS)  technologies to provide security and  communications
solutions for fleet vehicle management. This telematics product was manufactured
by an unrelated UK based company Eagle Eye Telematics plc.

This Tiger Telematics, Ltd. business, which focused on customers in Scandinavian
countries  was sold on December 17,  2002,  primarily to reduce debt and improve
the company's  working capital  position.  This  transaction was reported on the
Company's Report on Form 8K dated January 7, 2003.

In 2002,  the Company  began  additional  telematics  operations  in England and
incorporated a new subsidiary,  Tiger Telematics  Europe,  Ltd. Tiger Telematics
developed  alternate  suppliers  of  telematics  products  and  services,  as  a
strategic  move to work with a variety  of  partners  that  helped  the  company
provide a variety of  telematics  products  and services to its  customers.  The
customer base is now focused on England and Western Europe.  Despite the sale of
Tiger Ltd. and the loss of it's Scandinavian  focus, the UK operations  continue
with the Company's  subsidiary Tiger  Telematics,  Europe,  Ltd., which provides
telematics products principally to countries in Western Europe. The Company also
operates Tiger  Telematics USA, Inc. that was created to acquire the assets of a
US telematics  developer of consumer  automotive  devices in June 2002. This was
reported on Report on Form 8K dated June 8, and June 29, 2002 respectively. This
subsidiary was ultimately  unable to  successfully  launch the Port- IT products
associated  with this  acquisition  and the segment is now  dormant.  On May 22,
2001,  the Company  completed a "reverse  shell  merger" as a result of which it
became a publicly traded company.


                                        3
<PAGE>

The Company main focus now is to supply high value  telematics units to business
users for fleet management,  anti-theft and security  applications.  The company
has used the  combined  technology  of its  various  units and  acquisitions  to
develop highly  featured  child-tracking  devices for a market launch later this
year.

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.

The products Tiger Telematics distributes are vehicle  communications  gateways,
combining telecommunications and Global Positioning System (GPS) technologies to
provide security and communications solutions for fleet management.  In addition
to basic tracking and reporting,  these products provide  value-added  features.
For example,  a system can disable a vehicle outside of an authorized  boundary;
provide  panic  buttons and driver down alert,  which can alert the base station
and summon the proper  emergency  services if a driver or vehicle is in trouble;
and GPS-based remote door locks that can be opened by the base station following
verification of a vehicle's  location.  These features offer  companies  several
benefits including improved safety for large fleets of commercial  vehicles such
as taxis, improved worker productivity and increased customer satisfaction.

Tiger Telematics primarily markets its fleet management products and services to
companies  with multiple  movable assets and or vehicles.  The Company  believes
that the products Tiger Telematics distributes will afford customers significant
operating and insurance cost savings.

Tiger fleet management products offer a suite of fleet management services.  The
products  consist of an integrated  GSM/GPS device,  which utilize a specialized
firmware to provide fleet management control and an anti-theft facility.

The Company's  business strategy is to grow its fleet vehicle business in Europe
and to launch  it's  developing  child  tracking  products in the middle of 2003
first in England,  then Europe and then in the United States.  The Company had a
difficult year in 2002 in an extremely challenging industry conditions.
Due to the substantial expenses and negative cash flows from operations that we
have incurred,  the Company believes that it's auditors,  in their report on our
December 31, 2002 financial statements,  will indicate that there is substantial
doubt about our ability to continue as a going  concern.  The Company has earned
limited  revenues and has incurred net losses of $13,696,691  and $1,299,080 for
the  years  ended 31,  2002 and 2001,  respectively.  Additionally  the  company
reported an  operating  loss in the fourth  quarter of 2002.  Additionally,  the
Company had an accumulated deficit of $15,661,275 at December 31, 2002. Although
the Company's financial  statements have been prepared on a going concern basis,
which  contemplates  the realization of assets and the settlement of liabilities
and commitments in the normal course of business, unless we are able to increase
revenue and raise additional capital from current shareholders and investors, we
will not be able to support our operations.

                                        4
<PAGE>

The Company filed its Annual Report on Form 10K for the year ended  December 31,
2001 with an audit  opinion from its then  auditors.  The Company has  requested
permission  to include that opinion in it 2002 Annual Report on Form 10K but has
not received  permission.  Similarly,  the  Company's  new auditors have not yet
finalized  their opinion for the year ended December 31, 2002. The recent events
cited in this report and the  Company's  critical  cash  shortage and  difficult
working  capital  position have created this delay.  The Company decided to file
this report  without  those audit  opinions and admend  subsequently  with those
opinions, in the interest of full disclosure and in order to provide the most up
to date and current  information to its shareholders and investors.  The Company
believes  that  based on the extent of audit work  completed  to date,  that the
financial  statements  contained  herein will not be  materially  altered in the
amended Annual Report on Form 10K. The Company  anticipates having the amendment
within the next few weeks to incorporate that opinion.

Industry Overview.

The  Company  believes  the  telematics  industry is still in its early stage of
development  having its  inception  in the U.S. in the mid 1990's.  With a total
number of light  commercial  vehicles in the world exceeding 190 million,  there
exists a significant market opportunity for a full service telematics  provider.
A November  report by the  Telematics  Research Group Inc.,  Minnesota  research
firm, said that there were 1.2 million "telematics  enabled"  automobiles in use
worldwide  in 2000.  That is  expected to grow to 8.5 million in 2003 and to 105
million in 20110. The company operations are based in England. There are over 41
million commercial vehicles in the UK and Europe with 3 million in England. Over
90% do not have any telematics device whatsoever.  This offers a large potential
market for the companies products.

Growth Strategy.

The  company's  strategy  is to focus on  England  and  Western  Europe  under a
business model where it has wireless carrier  agreements in place including O2 a
unit of British  Telecom.  The  company is focused on large fleet  providers  in
England including the rental car market. The core strategy is to sign multi-year
agreements  with  wireless  carriers and major fleet  operators  under our fleet
service partnership program that enables fleet operators to gain the benefits of
telematics  products  with little or no upfront  costs.  Fleet  operators  pay a
monthly  fee-per  vehicle in the range of $30 to $45 to their wireless  carrier,
who in turn shares a major portion of that revenue with Tiger. It is a recurring
revenue model.

Products and Services

The Company offers two types of products one for vehicle fleet  management and a
new device targeted at tracking children.

Telematics

Telematics  consists  of wireless  data  communication,  remote  control and the
tracking  of assets  and  vehicles.  By  combining  information  technology  and
telecommunications,  companies have been developing a wide range of applications
designed to add value in a number of different industries. Some examples of such
applications are listed below:


                                        5
<PAGE>

    o    Stolen Vehicle/Asset/Tracking
    o    Remote Immobilization
    o    Vehicle/Asset Diagnostics
    o    Road Assistance
    o    Route Planning and Navigation
    o    Real Time Traffic Alerts
    o    Fleet Management
    o    Road Tolling and Other Public Transport
    o    Concierge Services
    o    In-car Entertainment
    o    Remote Server Access

The lists of potential  applications  are growing,  and while some functions may
never enjoy mainstream deployment, they all share one requirement - the need for
a reliable,  cost  effective and secure  mobile data network.  While a number of
alternative  solutions are available using  combinations  of GSM, GPS,  cellular
mobile voice  networks,  radio etc, it is the  Directors'  belief that the Tiger
Telematics  system  offers the best long term  platform for the delivery of many
such services.


Child tracking devices (Gametrac)

Tiger  Telematics are currently  undertaking the development of a range of child
tracking  devices which  provide  enhanced  functionality  aimed at children and
teenagers. The product will be available for distribution third quarter of 2003.
Preliminary  indications  are that the target market could bring about orders of
up to two million  units within the first year of trading  although no assurance
can be given.

The devices lead by "Gametrac" incorporate state-of-the-art JAVA games and a SMS
texting  facility  to enable an easy sell from parent to  child/teenager.  Apart
from intrinsic  entertainment value, an integrated GPS device enables the parent
to locate the child with an accuracy of ten metres.  Both secondary and tertiary
revenue  streams are  accessible to Tiger via the  downloading  of new games and
advertising through MMS.

Tiger's unique  firmware and tracking  software  enables the parent to track the
child via a conventional  mobile  telephone,  the Internet,  Digital  television
and/or by any mobile  telephone.  This is currently the only device of this type
on the market today.


Gametrac  will be sold with a variety  of games  aimed at  different  age groups
ranging  from  younger  children  to  teenagers.  Games  will  vary in  terms of
suitability and complexity depending upon age.



Here are some basic features of the child tracking system



                                        6
<PAGE>

     o    The child's  location  can be  displayed  by street name and  postcode
          using a conventional telephone.
     o    The  child's  location  can be  determined  graphically  using any MMS
          telephone.
     o    The child can be tracked on the internet using streetmaps  created for
          A-Z handbooks.
     o    Using the SKY  Digital TV  interactive  channel a parent can track the
          child again using friendly easy to use maps.
     o    Geofences  can be set.  For  instance  we can set a  virtual  geofence
          around a school, building, play area or even a district, town or city.
          If at any time the  child  leaves or is forced  outside  the  assigned
          zone,  then our product will sent alerts (via SMS) to: Home computers,
          Personal Digital assistants (PDA's) or mobile telephones  alerting the
          parent that the child has left the area.

Relattionship with Major Customers

The Company's  customers are primarily fleet operators in Europe.  With the sale
of Tiger Ltd. to Nortulls  any  relationships  with  customers  in  Scandinavian
countries was transferred to the acquirer in exchange for a royalty agreement to
pay a percentage of revenue realized over the next 10 years.

In  England  most of the  company's  customers  are in some  stage of trying the
product (a trial),  prior to a purchase  commitment.  In England the company has
completed  successful trials with Easy Car, the London based rental car concern.
The trials of the Company's units were  successfully  completed and would permit
an unmanned rental car operation.  EasyCar has publicly announced in a Financial
Times article dated March 3, 2003, the planned  deployment of up to 24,000 units
of  unmanned  rental  cars to be  deployed  in the next 2 years.  The  Company's
products can provide this feature. The Company has no assurances that it will be
able to obtain an order and commitment from Easycar.

The Company has  commenced a sole  trialist  90-day trial in England with Hertz,
the worldwide  rental car company.  Hertz orders  approximately  25,000 cars per
year for use in England. This could offer the Company a large potential contract
assuming the successful trial and the accompanying orders, although no assurance
can be  given  that an  order  will be  placed.  In a first  of its type for the
Company,  it signed an OEM contract  with  motorcycle  manufacturer,  Branson to
provide tracking units for all of his motorcycles  shipped  worldwide.  Although
Branson has  publicly  stated that its plan is to ship up to 15,000 units in the
next year, the contract does not set any minimum purchase requirements and there
can be no assurances that Branson will order this number of units.

As to the child  tracking  devices the company has no current  customers but has
entered  into an agency  agreement  with a UK firm to market the product into UK
based  retailers.  It has also negotiated the general terms of a  representative
agency agreement for marketing the child-tracking product in the U.S.
The Company has also received  several  expressions of interest in retailing the
product from several major retailers in England.

Suppliers

The Company develops its products internally but the manufacture is completed by
outside  parties.  The  companies TT 7000 model has been produced by Maxon Sewon
the Korean  telephone  equipment  manufacturer in its European  subsidiary.  The
company has developed a next generation  fleet product and has discussions  with
Voxon in  Australia  and others  regarding  producing  this  product.  Voxon and
Celestica have discussed  production of other products including  child-tracking
devices with the  Company.  Key supply  arrangements  include  Pinpointers  that
handles mapping software and functions for the company's  devices.  Although the
Company  believes  that  multiple  sources of supply exist for nearly all of the
products and components purchased from outside suppliers,  the Company generally
maintains  only  one  supplier  for  each  core  product  purchased.   Therefore
interruptions  in supply or price changes in the items  purchased by the Company
could have a material adverse effect on the Company's operations.

                                        7
<PAGE>

Sales & Marketing

The Company's  sales and marketing  approach  leverages  management's  extensive
experience in both of its major market  segments of commercial and retail buyers
and the  use of  other  distributors.  The  Company  uses a  combination  of the
following to drive sales:

     o    an internal employee direct sales team
     o    Its web site
     o    Distributors  of similar  automotive  products who are trained to sell
          these products by the company.

The Company uses a combination of the following to drive commercial sales in the
Child tracking segment:

     o    Direct sales via internal commissioned sales force
     o    Large rep agencies  that  specialize in mass retail sales and customer
          base


Competition

Fleet telmatics products

While there are several aftermarket  (equipment installed after vehicle has left
factory)  telematics  providers  in  varying  stages of  development  within the
European and American  market,  there is no single  market  leading  provider of
telematics  systems targeted at the commercial vehicle or consumer sector either
in the United  States or Europe.  Moreover,  of the  current  telematic  product
offerings  targeted  at  the  automotive  fleet  sector,  none  offer  the  same
flexibility  and array of  features  and  services  available  through the Tiger
Telematics system.  Most of the major automotive  manufacturers  provide vehicle
telematic  services.  However,  these service offerings are generally focused on
individual  vehicles  owned  by  retail  consumers  rather  than the  large  and
relatively unaddressed automotive fleet market.

USA Market leaders in the Fleet Management segment include @Road Communications,
Freightliner  LLC and  Qualcomm,  the  market  leader  with over  400,000  units
shipped.

                                        8
<PAGE>

General  Motors is currently the global  industry  leader with its OnStar system
which is used not only with  General  Motors  vehicles  but is also  licensed to
other automotive  manufacturers  including Acura,  Audi, Lexus and Subaru. As of
September 2001,  OnStar reached 1.3 million end users.  ATX  Technologies is the
industry  pioneer  and  second  only to  General  Motors in sales  with  300,000
telematics customers.  Delivering the first telematics service for Ford in 1996,
ATX  Technologies   currently  provides  telematics  services  for  luxury  auto
manufacturers such as Mercedes and BMW.

Companies  focusing on the automotive fleet market tend to be smaller and in the
embryonic stage of development.  Minorplanet,  a UK publicly listed company,  is
the most established name in the European automotive  telematics market focusing
primarily on the light truck sector with approximately  120,000 units installed.
However,  the  functionality,  array of features and insurance rating offered by
the Tiger  Telematics  solution makes it one of the most  comprehensive  product
offerings available in the European automotive telematics market today.

Minorplanet  Systems Plc - Minorplanet is the current automatic vehicle location
market leader in fleet  management  solutions for the light  commercial  vehicle
sector.  Based on GPS Technology,  the company's Vehicle Management  Information
system records drivers' hours, miles covered and fuel consumption.

Minorplanet  reportedly has an installed base of approximately 100,000 units and
is currently in the process of expanding  its  operations  overseas into France,
Germany,  Australia,  Holland and Spain.  It is also  attempting to enter the US
markets  through  its recent  acquisition  of a 62%  interest  in US  telematics
company @ Track.  Minorplanet  recently  acquired  Novcom,  which develops fleet
routing and scheduling software, from ITIS Holdings.  Novcom was a joint venture
funded by both  Minorplanet and ITIS Holdings.  Minorplanet has an alliance with
GE Capital Fleet Services which owns 25% of the company.

Trafficmaster Plc - Trafficmaster has a traffic detection network,  which covers
more than 8,000 miles of roadway in England,  Scotland and Wales using  wireless
technology to gather data from roadside  sensors and deliver traffic  conditions
over car audio systems, cell phones and handheld devices.

Trafficmaster  is setting  up  similar  networks  in  Germany,  France and other
European countries and the company is using acquisitions to enter the US market.
Along with its networks,  the company offers vehicle tracking,  fleet management
and navigation  products and services.  Automakers such as Mitsubishi and Jaguar
incorporate  promoting its Fleetstar monitoring system for fleet cars, which has
led the company to report negative  financial results that failed to meet street
estimates for the first half of 2001.

Tracker Network (UK) Limited - Commenced  trading in September 1993. The company
was licensed by the USA based Lo Jack  Corporation  to market a patented  stolen
vehicle  recovery  system.  Launched as "Tracker" in the UK, the original device
(now named Tracker Retrieve), was aimed at the vehicle security market.

Tracker  has  pioneered  electronic  vehicle  tracking in the UK and remains the
leader in stolen vehicle  tracking and retrieval  systems with more than 356,000
vehicles now equipped  with a Tracker  system.  Worldwide  sales of this vehicle
security device now exceed 1 million units.

                                        9
<PAGE>

Tracker claim to have  recovered,  7,600 stolen vehicles with an insurance value
in excess of (pound)123 million.

Child tracking:

Competition in the childtracking  business is basically non-existent with only a
few companies  even offering any product of this type  currently.  The Company's
product will be less costly then the few competitors available and offer an ease
of use factor not available from other units or proposed units.

The Company competes due to its business model that involves signing  multi-year
agreements with wireless carriers and major fleet operators.  Under the terms of
these  agreements,  fleet operators will have little up front costs,  but rather
pay a monthly fee per vehicle to their wireless  carrier who in turn would share
a major  portion of the revenue with the company.  The initial  subsidy from the
wireless  carrier  allows  the  company  to cover  the cost of the unit from the
manufacturer.  The Company also competes favorably on quality as the TT 7000 has
been awarded a  prestigious  Q class  Thatchum  rating for its GSM based digital
system for tracking, managing, and protecting vehicles and their cargo.

Based in  London,  Thatcham,  Ltd.  was  established  by the  British  insurance
industry in 1969 and is generally  recognized by both insurance companies and by
regulatory  bodies around the world as the leading  authority on testing vehicle
security devices.

Environmental Matters

The Company believes that the cost of compliance with environmental laws to date
has not been material to the Company.  The Company is not currently aware of any
situations  requiring  remedial or other action  which would  involve a material
expense to the  Company,  or expose  the  Company to  material  liability  under
environmental laws.

Intellectual Property

The Company  markets its products under the name Tiger  Telematics.  The Company
has devoted  substantial  time,  effort and expense to the  development of brand
name  recognition  and  goodwill and has not received any notice that its use of
such  marks  infringes  upon  the  rights  of  others,  and is not  aware of any
activities  which would appear to constitute  infringement  of any of its marks.
The Company intends to trademark its name and logo.

Employees

As of May 15, 2003, the Company had 15 employees and contract agents,  including
11  administrative , 3 sales and marketing , 1 person  responsible for warehouse
and shipping  activities.  In many instances,  the Company utilizes agencies who
actually  employee  the persons or retains some as  consultants  on an as needed
basis.

The Company has not experienced  any work stoppages and the Company's  employees
are not  represented  by a union.  The Company  considers its relations with the
employees to be good.

                                       10
<PAGE>
<TABLE>
<CAPTION>

Item 2.  Properties

The Company  currently  leases one facility  North Florida and one in the United
Kingdom.  The following  table sets forth  certain  information  concerning  The
facilities of the Company.



                                               SQUARE       AVERAGE ANNUALIZED         LEASE         RENEWAL
      LOCATION                  USE             FEET               COST             EXPIRATION       OPTION
---------------------   -----------------      ------       ------------------      ----------       ------
<S>                     <C>                    <C>          <C>                     <C>              <C>
Jacksonville, Florida   1Executive office        100              $7,512            August 2003

Fleet, Hampshire, UK     Executive office        500             $57,600           Month to month

</TABLE>

1The  Company  has  access to  shared  space  conference  rooms on a pay as used
monthly basis.

The Company  believes  that its  existing  facilities  are  adequate to meet its
current  needs  and those  additional  facilities  can be leased to meet  future
needs.

Item 3.  Legal Proceedings

The  Company is involved  in  litigation  from time to time in the course of its
business.  In the opinion of  management,  no  material  legal  proceedings  are
pending to which the Company or any of its property is subject.

Item 4.  Submission of Matters to Vote of Security Holders

No matters were  submitted to a vote of security  holders of the Company  during
the fourth quarter of the period covered by this report.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters

Market Price and Dividend Information

The  Company's  Common Stock  trades on the OTC Bulletin  Board under the symbol
"TIGR".  The OTC Bulletin Board is a quotation system for equity  securities not
listed on the  national  stock  exchanges  or the  Nasdaq  Stock  Market,  whose
quotations reflect inter-dealer prices,  without retail mark-up,  mark-down,  or
commission, and may not necessarily represent actual transactions.

As of December 31, 2002, the Company had issued and outstanding 80,686,426
shares  of  Common  Stock.  These  shares  were  held  by  approximately   1,160
shareholders  of record.  The  Company's  Common Stock began  trading on the OTC
Bulletin  Board on May 22, 2001 as the result of a reverse  merger with a public
shell company.


                                       11
<PAGE>
<TABLE>
<CAPTION>

Following  are the high and low closing  stock prices in 2001,  2002 and year to
date 2003 as of May 6:



                               Fiscal Year Ended December 31,
                   ---------------------------------------------------
                       2003              2002                2001
                       ----              ----                ----
                   High    Low       High    Low        High      Low
                   ----    ---       ----    ---        ----      ---
First Quarter      $.09    $.03     $1.44    $.51      $    -    $  -
Second Quarter     $.04    $.02      $.54    $.24      $10.00    $4.00
Third Quarter                        $.28    $.05      $7.50     $.90
Fourth Quarter                       $.14    $.05      $1.87     $.23


Prior to the reverse shell merger in May 2001,  there was no established  public
trading for the Company's stock.

The Company has not paid cash dividends and does not intend for the  foreseeable
future to declare or pay any cash  dividends  on its Common Stock and intends to
retain earnings,  if any, for the future operation and planned  expansion of the
Company's business. Any determination to declare or pay dividends will be at the
discretion  of the  Company's  board  of  directors  and  will  depend  upon the
Company's future earnings, results of operations,  financial condition,  capital
requirements, considerations imposed by applicable law, and other factors deemed
relevant by the board of directors.

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, 2002
-------------------------------------------------------------------------------
                                                  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                                     353               0               0
                                              ------------    ------------    ------------
Gross profit                                           (69)              0               0
General and administrative                           6,168             283               0
Selling and marketing                                  597               0               0
                                              ------------    ------------    ------------
Operating income                                    (6,834)           (283)              0
Other Income                                        (6,634)              0               3

Interest expense, net                                  (38)           (146)            (29)
                                              ------------    ------------    ------------

Net loss from continuing operations                (13,344)   $       (428)   $        (26)
Net loss from discontinued operations                 (353)           (871)           (639)
Net Loss                                           (13,697)         (1,299)           (665)
                                              ============    ============    ============
Basic and diluted net loss per common share   $      .1946    $     (0.024)   $     (0.012)
                                              ============    ============    ============
Weighted average shares of outstanding          70,378,346      54,327,486      54,236,664
                                              ============    ============    ============

</TABLE>

                                       12
<PAGE>

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

Working capital               $ (4,314)   $ (1,818)   $   (899)
Total assets                       394       1,299         830
Total liabilities                6,456       2,693       1,495
Stockholders' deficit           15,661      (1,395)       (665)


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 which affect the Company's  business,
including  without  limitation,  the disclosures made under the caption "Certain
Factors That May Affect Future Performance."



                                       13
<PAGE>

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,
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
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. and it acquired  the assets and certain  liabilities  of  Comworxx,  Inc. 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. The company Tiger Telematics,  Europe, Ltd.
is now focused 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,  Inc.  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.

                                       14
<PAGE>

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

A non cash  provision of $1,091,878 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
first quarter of 2003,  the 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, 2002

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 2002 are zero.

                                       15
<PAGE>

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

Selling Expenses: Selling expenses for 2002 and 2001 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 a 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.

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 2, of 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 2003. The Company believes that the pricing of its product offering, in
its business model, is less expensive than other competitive offerings.


                                       16
<PAGE>

Gross  Profits:  Gross profits were $(69,150) 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.

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 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  $6,167,130.  $2,181,747  of this
related to writedowns of intangible assets related to Tiger 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 result of this evaluation.


                                       17
<PAGE>

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  configure the
TT7000  product to obtain 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  Tiger'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 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 3nd quarter of
2002 related to the evaluation  and the attempted but failed  integration of the
purchase of Comworxx,  Inc,'s assets. As discussed in note H to the Consolidated
Financial  Statements,  the Company made a provision  for $669,628 to write-down
the remaining assets of Tiger USA from the purchase of the assets of Comworrx.

Other Expenses:  Other expenses for the twelve months of 2002 were $6,552,802 as
compared to $145,600 in 2001.  $4,714,818 of the amount  relates to the non-cash
write-down of the impaired goodwill from acquisitions, principally the assets of
Comworrx. 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 Ltd. where the intangible assets carried on the Company's balance sheet
of the order book and Scandinavian  distribution agreement were written off with
the sale of the unit.  Other expenses  consisted of interest expense on loans of
$37,712 and currency  translation  positive adjustments of $80,721. The currency
translation  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 Ltd. in February 2002 and the impact of the sale
of Tiger Ltd. in December  2003.  Interest in 2002 of $37,712 is $107,888 or 74%
less than in 2001. The reflects the lower interest  charged on shareholder  debt
as it was mostly  converted  into equity in 2002.  $77,000 in  interest  bearing
notes remains on the balance sheet as of December 31, 2003.

Net Loss from continuing  operations:  The Company reported an operating loss of
$13,342,261.  $4,414,818 of the loss is the non-cash  write down of the impaired
goodwill,  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 Comworrxx acquisition. A $1,000,000 loss was taken in third quarter to
write-down  the order book  related to Tiger Ltd. to realized  value in light of
the  shipping  problems  created by the lack of working  capital.  Additionally,
$2,103830  relates to the write-down of intangible  assets of remaining value of
order book and  distribution  agreement  with the sale of Tiger ltd.  $1,091,878
reflected  a  provision  for  potential  liabilities  related  to the April 2003
bankruptcy  and  subsequent  liquidation of the buyer of Floor Decor LCC 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.

                                       18
<PAGE>

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 $13,696,691 for the twelve months
of 2002.  $4,714,818  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 Comworrx 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 Ltd. in December.  $1,091,878  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
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 13,696,691 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.

                                       19
<PAGE>

In the 4th 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.  The Company was  assisted in this
process by Banyan  Capital  Partners Ltd. 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 321, 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
$195,576,  and an  increase  in prepaid  expenses  and other  current  assets of
$83,545,  and a  decrease  in  assets  of  discontinued  operations,  offset  by
increases in current liabilities, consisting of increases in accounts payable of
$1,449,326,  accrued  expenses of  $1,961,085,  an increase in notes  payable of
$86,262 and a decrease in amountd due  stockholders of $@231,000.  Liabilites of
discontinued  operations  also  increased by  $426,000.  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 H and note M. has
hired a legal counsel to analyze and advice 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 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. A good  portion of the changes  related to the addition of
assets of Comworxx acquisition in June 2002 and the Tiger Ltd acquisition 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  $1,299,000  and
$13,696,691  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.


                                       20
<PAGE>

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 of 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 fourth
quarter 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
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 its liquidity of 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  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
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.

                                       21
<PAGE>

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.

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.


                                       22
<PAGE>

Forward-Looking Statements

This report contains  forward-looking  statements which 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.

Item 7a Quantitative and Qualitative Disclosures About Market Risk

No market risk sensitive instruments

Item 8. Financial Statements and Supplementary Financial Data

The response to this item is submitted on pages F1 - F18 of this Report.

Item 9. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure

None.

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

Information   required  by  this  item  regarding   directors  and  officers  is
incorporated by reference from the definitive Proxy Statement to be filed by the
Company for the Annual Meeting of Stockholders.


                                       23
<PAGE>

Item 11.  Executive Compensation

Information  required  by this  item  regarding  compensation  of  officers  and
directors is incorporated by reference from the definitive Proxy Statement to be
filed by the Company for the Annual Meeting of Stockholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information  required  by this  item  is  incorporated  by  reference  from  the
definitive  Proxy Statement to be filed by the Company for the Annual Meeting of
Stockholders.

Item 13. Certain Relationships and Related Transactions

Information  required  by this  item  is  incorporated  by  reference  from  the
definitive  Proxy Statement to be filed by the Company for the Annual Meeting of
Stockholders.


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

    (a)   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.

    (b)   Reports on form 8-K
          Report on Form 8-K dated 1--30-03, item 4.

    (c)   List of Exhibits:

Exhibit
No.       Description
-------   -----------

2.1       Agreement and Articles of Merger, Plan of Merger, Share sale and
          Merger Agreement Floor Decor Inc and Media Communications Group
          Corporation*
2.2       Stock   Purchase   Agreement   among  Floor  Decor,   Inc.,Eagle   Eye
          Scandinavian Distribution Ltd. and the stockholders of Eagle Eye dated
          December 2001 as amended by an Amendment to Stock  Purchase  Agreement
          attached hereto******
2.3       The Asset Purchase Agreement among Tiger Telematics,  Inc.,  Comworxx,
          Inc. and the stockholders of Comworxx dated June 13, 2002.********
2.4       Asset Purchase  Agreement dated August 9, 2002 between the Company and
          MINIME Inc. and related Assignment and Assumption,  Security Agreement
          and 2 Lease Assignment and Assumption Agreements.
2.5       Stock Purchase  Agreement  dated  December 20, 2002 between  Norrtulls
          Mobileextra   Akliebolag   and  Tiger   Telematics,   Inc.  and  Tiger
          Telematics, Ltd. and related Royalty Agreement.**********
3.1.1     Certificate of Incorporation of the Company****


                                       24
<PAGE>

3.1.2     Bylaws of the Company****
3.2.3     The Certificate of Amendment amending the Certificate of Incorporation
          of the Company. Name change to Tiger Telematics, Inc.*******
4.1       Form of specimen certificate for Common Stock of the Company*****
4.1       Form of Subscription Agreement******
4.2       Form of Registration Rights Agreement******
4.3       Form of Warrant Agreement******
4.4       Risk Factors******
5.1       Stock Option Plan***
10.1      Building  Lease  Agreement  for the  Company's  "big  box  superstore"
          located at 6001 Powerline Road, Ft. Lauderdale, FL. **
10.2      Building Lease  Agreement for 700 S. Military  trail,  Lake Worth,  FL
          33163 **
21        Subsidiaries of the Company +
21.1      Eagle Eye exclusive distributor Agreement - Scandinavia and
          Yugoslavia.*****
21.2      Automotive Software Agreement - Tiger Telematics Subsidiary *****
99.1      Certification  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002 +
--------------------------------------------------------------------------------

+           Filed herewith

*           Incorporated  by  reference to Exhibit of the same number filed with
            the Company's Form 8K dated June 25, 2000.

**          Incorporated  by reference to Form 10Q second  quarter June 30, 2001
            filed on August 14, 2001.

***         Incorporated by reference to Proxy Statement - July 11, 2001.

****        Incorporated  by  reference  to Form 10SB12 B/A filed on October 19,
            2000.

*****       Incorporated by reference to Company's  Annual Report on Form 10-KSB
            for the year ended December 31, 2001.

******      Incorporated by reference to Form 8K dated February 19,2002.

*******     Incorporated by reference to Form 8K dated June 6, 2002.

********    Incorporated by reference to Form 8K dated June 27,2002.

*********   Incorporated by reference to Form 8K dated August 9, 2002.

**********  Incorporated by reference to Form 8K dated January 20, 2003.






                                       25
<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 report to be signed on its
behalf  by  the  undersigned,   thereunto  duly  authorized,   in  the  City  of
Jacksonville, State of Florida, on May 23, 2003.

Tiger Telematics, Inc.

By:  /S/ Michael W. Carrender
------------------------------------
Michael W. Carrender
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Michael Carrender his true and lawful  attorney-in-fact
and agents,  with full power of substitution and  resubstitution  for him in his
name, place and stead, in any and all capacities, to sign all amendments to this
report, and to file the same, with all exhibits thereto,  and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that each of said  attorneys-in-fact
or his substitutes, may lawfully do or cause to be done by virtue hereof.

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 and on the dates indicated.

/S/ MICHAEL W. CARRENDER       Chief Executive Officer  May 23, 2003
-------------------------      and Director (Principal Executive
Michael W. Carrender           Officer)

/S/ MICHAEL CARRENDER          Chief     May 23, 2003
-------------------------      Financial Officer (Principal
Michael Carrender              Financial and Accounting Officer)








                                       26
<PAGE>

                                    CONTENTS

                                                                  Page
                                                                  ----





Financial Statements
      Consolidated Balance Sheets                                  F-2
      Consolidated Statements of Operations                        F-3
      Consolidated Statements of Stockholders' Deficit             F-4
      Consolidated Statements of Cash Flow                         F-5

      Notes to Consolidated Financial Statements            F-8 - F-17



<PAGE>
<TABLE>
<CAPTION>

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

                                                                 2002            2001
                                                             ------------    ------------
<S>                                                          <C>             <C>
Assets
Current Assets
        Cash                                                 $     (1,672)   $       --
        Accounts receivable, less allowance for doubtful
            accounts - 2002 $0 ; 2001 $0                          116,648            --
        Advances to officers and employees                           --              --
        Inventories                                               195,576            --
        Prepaid expenses                                           83,545            --
                                                             ------------    ------------
        Assets of discontinued
        operations                                                517,210       1,298,774
                                                                             ------------
                                 Total current assets             911,308       1,298,774

Property and Equipment, net                                       237,196            --

Deposits and Other Assets                                            --              --
                                                             ------------    ------------
                                                             $  1,148,504    $  1,298,774
                                                             ============    ============

Liabilities and Stockholders' Deficit
Current Liabilities
        Accounts payable                                     $  1,449,326    $       --
        Amounts due stockholders                                1,210,785       1,541,053
        Notes payable                                              86,262            --
        Accrued expenses                                        1,961,085            --
        Customer deposits                                            --              --
                                                             ------------    ------------
        Liabilities of discontinued
        operations                                              1,572,855       1,152,350
                                                                             ------------
                                 Total current liabilities      6,280,313       2,693,403
                                                             ------------    ------------

Long term debt                                                    175,736            --

Stockholders' Deficit
        Common stock, at par value                                 73,813          55,887
        Authorized 100,000,000 shares, issued 2002
        80,186,426, 2001,  55,886,664 shares
        Additional paid in capital                             10,279,953         514,104
        Subscription receivable                                       (36)            (36)
        Accumulated deficit                                   (15,661,275)     (1,964,584)
                                                             ------------    ------------
                                                               (5,307,545)     (1,394,629)
                                                             ------------    ------------
                                                             $  1,148,504    $  1,298,774
                                                             ============    ============
</TABLE>

See Notes to Consolidated Financial Statements.

                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          Years Ended December 31, 2002, 2001 and Period July 3, 2000,
                  Date of Inception, Through December 31, 2000



                                                                  2002            2001            2000
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>

Net sales                                                     $    283,730    $       --      $       --
Cost of goods sold                                                 352,880            --              --
                                                              ------------    ------------    ------------
                   Gross Profit                                    (69,150)           --              --
                                                              ------------    ------------    ------------
Operating expenses
         Selling expense                                           597,188            --              --
         General and administrative expense                      6,167,130         282,745            --
                                                              ------------    ------------    ------------
                   Total Operating Expenses                      6,764,318         282,745            --
                                                              ------------    ------------    ------------

                   Operating Loss                               (6,833,468)       (282,745)           --
                                                              ------------    ------------    ------------

Other income (expense)
         Impairment of goodwill                                 (6,552,802)           --              --
         Other income                                               80,721            --             2,568
         Interest expense                                          (37,712)       (145,607)        (28,825)
                                                              ------------    ------------    ------------
                                                                (6,509,793)       (145,607)        (26,257)
                                                              ------------    ------------    ------------
         Loss from continuing operations                       (13,343,261)   $   (428,352)   $    (26,257)
         Loss from discontinued discontinued                      (353,430)       (870,728)       (639,247)
                   Net Loss                                   $(13,696,691)     (1,299,080)       (665,504)
                                                              ============    ============    ============

                   Basic and diluted net loss per
                     common share                             $    (0.1946)   $     (0.024)   $     (0.012)
                                                              ============    ============    ============
                   Basic and diluted net loss from
                     continuing operations per common share   $    (0.1896)   $    (0.0079)   $    (0.0005)

                   Weighted average shares outstanding
                     (basic and diluted)                        70,378,346      54,327,486      54,236,664
                                                              ============    ============    ============

</TABLE>

See Notes to Consolidated Financial Statements.


                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
          Years Ended December 31, 2002, 2001 and Period July 3, 2000,
                  Date of Inception, Through December 31, 2000




                                                  Common Stock            Additional
                                                  ------------             Paid in      Subscriptions   Accumulated        Total
                                              Shares         Amount        Capital       Receivable        Deficit        Deficit
                                           ------------   ------------   ------------   ------------    ------------   ------------
<S>                                        <C>            <C>            <C>            <C>             <C>            <C>

Balance July 3, 2000 date of inception             --     $       --     $       --     $       --      $       --     $       --
Issuance of Common Stock                            378            100           --             --              --              100

Net Loss                                           --             --             --             --          (665,504)      (665,504)
                                           ------------   ------------   ------------   ------------    ------------   ------------


Balance (deficit) at December 31, 2000              378            100           --             --          (665,504)      (665,404)
Issuance of common stock, January 1, 2001           622            622           --              (36)           --              586
Recapitalization of common stock upon
   reverse acquisition on May 22, 2001       54,235,664         53,515        (58,446)          --              --           (4,931)
Issuance of Common Stock and Warrants         1,650,000          1,650        572,550           --              --          574,200

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

Balance (deficit) at December 31, 2001       55,886,664   $     55,887   $    514,104   $        (36)   $ (1,964,584)  $ (1,394,629)
                                           ============   ============   ============   ============    ============   ============


Issuance of common stock and warrants         2,512,450          2,512        874,161           --              --          876,673
Conversion of notes payable and amounts
   Due stockholders into common stock
     and  Warrants                            2,306,809          2,307        920,416           --              --          922,723
Common Stock issued in acquisition of
   Tiger Telematics, Ltd.                     7,000,000          7,000      2,793,000           --              --        2,800,000
Common Stock issued in satisfaction of
   Obligations                                  300,000            300        119,700           --              --          120,000
Common Stock issued in acquisition of
   assets of Comworxx Inc. by Tiger USA
     (7,917,494 contingent shares unissued
     at December 31 2002)                     4,263,266          4,263      3,040,927           --              --        3,045,190
   2,400 shares issuable for consulting
     agreement, shares unissued at
     September 30, 2002                            --             --          810,000           --              --          810,000

Shares issued for services, debt
   conversions and settlements                7,917,237          1,544      1,217,963           --              --        1,219,507

Net Loss                                           --             --             --             --       (13,696,691)   (15,696,691)



Balance (deficit) at December 31, 2002       80,186,426   $     73,813   $ 10,279,953   $        (36)   $(15,661,275)  $ (5,307,545)
                                           ============   ============   ============   ============    ============   ============

</TABLE>

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          Years Ended December 31, 2002, 2001 and Period July 3, 2000,
                   Date of Inception Through December 31, 2000

                                                                      2002           2001           2000
                                                                  -----------    -----------    -----------
<S>                                                               <C>            <C>            <C>
 Cash Flows From Operating Activities
        Net loss                                                  (13,696,691)   $(1,299,080)      (665,504)
        Adjustments to reconcile net loss to net cash used in
          operating activities:
          Depreciation and amaortization                               63,924         35,071         16,816
          Currency translation adjustments                            (80,721)          --             --
          Changes in assets and liabilities:
          Assets of discontinued operations                           387,467       (231,790)      (597,324)
          Write down of deposit                                       100,000           --             --
          Impairment of goodwill on asset acquisisition             6,149,020           --             --
          Obligations paid with common stock                        1,084,170           --             --
          Gain on sales of property and equipment                        --             --             (870)
          Interest on notes payable and stockholder loans
             capitalized to principal balances                         33,189         56,001           --
          (Increases) decrease in:
          Accounts Receivable                                        (116,648)          --             --
          Inventories                                                (195,576)          --             --
          Prepaid Expenses
                                                                      (83,545)          --             --
          Increase (decrease) in:
             Accounts payable                                       1,449,326           --             --
             Accrued expenses                                       1,961,085           --             --
             Liabilities of discontinued operations                   420,505        726,409        290,891
                                                                  -----------    -----------    -----------
                      Net cash used in operating activities        (2,524,495)      (713,389)      (955,991)
                                                                  -----------    -----------    -----------
 Cash Flows From Investing Activities
        Proceeds from sale of property and equipment                     --           10,653         32,924
        Purchase of property and equipment

        Advances to officers and employees                           (237,196)       (68,728)      (186,894)
                                                                       26,029        (26,029)          --
                                                                  -----------    -----------    -----------
                      Net cash used in investing activities          (211,167)       (84,104)      (153,970)
                                                                  -----------    -----------    -----------
 Cash Flows From Financing Activities
        Issuance of common stock and warrants                         876,673        574,786            100
        Conversion of debt to stockholders to common stock          1,988,089           --             --
        Proceeds of long term debt                                    175,276           --             --
        Loans and advances from stockholders                             --          629,421      1,321,794
        Proceeds from notes payable                                   (43,859)       129,000           --
        Miscellaneous                                                  48,249           --             --
        Repayments to stockholders                                   (330,768)      (348,236)      (116,808)
                                                                  -----------    -----------    -----------
                      Net cash provided by financing activities     2,713,660        984,971      1,205,086
                      Net change in cash                              (22,002)        20,331           --
 Cash:
        Beginning
                                                                       20,331           --             --
                                                                  -----------    -----------    -----------
        Ending                                                         (1,671)   $    20,331    $      --
                                                                  ===========    ===========    ===========
Supplemental Disclosure of Cash Flow Information
     Cash paid for interest                                             4,522    $    96,540    $    21,891
                                                                  ===========    ===========    ===========
Supplemental Disclosure of Non-cash Investing and
     Financing Activities
Common stock issued in paymentof obligations                        1,084,170           --             --
                                                                  ===========    ===========    ===========
Common stock issued in exchange for subscriptions receivable             --      $        36    $      --
                                                                  ===========    ===========    ===========
Conversion of notes payable and amounts due stockholders into
  common stock                                                      1,988,089           --             --
                                                                  ===========    ===========    ===========
Accounts payable assumed in recapitalization                             --      $     4,931    $      --
                                                                  ===========    ===========    ===========

</TABLE>


See Notes to Consolidated Financial Statements.

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                                                       Twelve Months ended December 31,
                                                                       --------------------------------
                                                                             2002              2001
                                                                       --------------    --------------
<S>                                                                    <C>               <C>
Cash Flows From Operating Activities
    Net loss                                                           $   (9,808,701)   $     (956,525)
    Adjustments to reconcile net loss to net cash used in
    Operating activities:
        Depreciation and Amortization                                          91,155            27,512
        Currency translation adjustments                                       73,328                 0
        Changes in assets and liabilities                                   2,530,067           601,194
        Interest on notes payable and stockholder loans
           Capitalized to principal balances                                   23,144              --
        Write down of deposit                                                 100,000              --
        Impairment of goodwill on asset acquisition                         4,714,818              --
        Obligations paid with common stock                                    930,000              --
                                                                       --------------    --------------
                   Net cash used in operating activities                   (1,346,189)         (327,819)

Cash Flows From Investing Activities
    Cash received from acquisition of Tiger Telematics                            787              --
    Advances to Comworxx                                                      (50,000)             --

    Proceeds from sale of property and equipment                                 --              10,653
    Purchase of property and equipment                                        (68,367)          (44,980)
    Collection of advances to officers and employees                           26,029              --
    (Increase) decrease in deposits and other assets                          146,802            32,853
                                                                       --------------    --------------
Net cash (used in) provided by investing activities                            55,251            (1,474)
                                                                       --------------    --------------
Cash Flows From Financing Activities from continuing
operations

    Issuance of common stock and warrants                                     876,673              --

    Interest on Notes payable                                                    --              16,084

    Advances to employees                                                        --             (14,933)

    Loans and advances from stockholders                                    1,056,907           645,825
    Increase in excess of outstanding checks and bank balances               (163,129)             --
    Repayments to stockholders                                               (479,513)         (317,683)
                                                                       --------------    --------------
                   Net cash provided by used in financing activities        1,290,938           329,293
                                                                       --------------    --------------
                   Net change in cash                                            --                --

Cash:
    Beginning                                                                    --                --
                                                                       ==============    ==============
    Ending                                                             $         --                --
                                                                       ==============    ==============

Supplemental Disclosure of Cash Flow Information
    Cash paid for interest                                             $       15,476    $      103,657
                                                                       ==============    ==============
Supplemental Disclosure of Non-cash Investing and Financing
       Activities
        Common Stock issued in payment of obligations                  $      930,000    $         --
                                                                       ==============    ==============
        Common Stock issued in exchange for subscriptions receivable   $         --      $          622
                                                                       ==============    ==============
        Conversion of Notes Payable and Amounts Due
        Stockholders into Common Stock                                 $      922,723    $         --
                                                                       ==============    ==============

</TABLE>

                                      F-6
<PAGE>

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



                                                      2002           2001
                                                  -----------    -----------
Acquisition of Tiger Telematics:
     Working capital acquired, net of cash $787   $   144,917           --
      Distribution Agreement                        2,800,000           --
      Order Book                                      463,050           --
      Property and Equipment                            1,436           --
     Amounts due to stockholders                     (610,190)          --
     Common Stock issued                           (2,800,000)          --
                                                  -----------    -----------
     Cash received                                $       787           --
                                                  ===========    ===========




Acquisition of Comworxx, Inc.:
     Working capital acquired,                       (957,063)          --

       Property and equipment                         280,629           --
       Goodwill                                     3,714,818           --
       Other assets                                    15,470           --
       Notes payable assumed                           (8,664)          --
     Common Stock issued                           (3,045,190)          --
                                                  -----------    -----------
     Cash received                                $      --             --
                                                  ===========    ===========







See Notes to Consolidated Financial Statements.

                                      F-7
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - DESCRIPTION OF BUSINESS

Tiger Telematics,Inc.  and its wholly owned subsidiaries,  Tiger Telematics USA,
Inc.  and  Tiger  Telematics  Europe,  Ltd.  are  developers  and  marketers  of
telematics products  principally in Western Europe. The Company's whole business
as of year-end  2002 is in telematics  products.  Prior to its dale in August of
2002 and its  classification  as a  discontinued  operation in second quarter of
2002 the Company was engaged in the retail floor covering  business.  In June of
2002 the company  changed its name from Floor Decor.  Inc. to Tiger  Telematics,
Inc.  In, 2000 and 2001,  Floor Decor,  Inc. and its wholly owned  subsidiaries,
Media  Flooring,  Inc.  and Floor  Decor LLC own and  operate  retail  stores in
Florida.  The  Company  offers a wide  selection  of floor  coverings  including
carpet,  area rugs,  wood, and laminates at discount  prices to both  commercial
accounts and consumers. The Company also provides installation of flooring.

The Company opened its "big box superstore" in Fort  Lauderdale,  Florida in the
fall of 2000 and in May of 2001  completed  a  reverse  acquisition  with  Media
Communications  Group,  Inc.  (MCGI).  Prior to the  acquisition of Floor Decor,
Media  Communications  Group 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.

In February 2002 the company acquired a Telematics  developer and distributor of
telematics products and services to the  business-to-business  segment in Europe
and  changed  the  name  of the  name of the  Company  in  June  2002  to  Tiger
Telematics,  Inc. On June 9, 2002 the Company  discontinued the flooring segment
and sold the assets on August 9, 2002.  On June 29, the Company set up its third
subsidiary  Tiger  Telematics,  USA, Inc. and it acquired the assets and certain
liabilities  of Comworxx,  Inc. a Florida based entity that  provides  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.  The Company started Tiger  Telematics,  Europe Ltd. in late 2002 to
focus on developing new Telematics  products  including  next  generation  fleet
telematic  products,  the  child  tracker  products  and to focus  on  marketing
principally  in the UK. On December 17, 2002 the company sold Tiger  Telematics,
Ltd. to an unrelated third party corporation based in Sweden.

The Company filed its Annual Report on Form 10K for the year ended  December 31,
2001 with an audit  opinion from its then  auditors.  The Company has  requested
permission  to include that opinion in it 2002 Annual Report on Form 10K but has
not received  permission.  Similarly,  the  Company's  new auditors have not yet
finalized  their opinion for the year ended December 31, 2002. The recent events
cited in this report and the  Company's  critical  cash  shortage and  difficult
working  capital  position have created this delay.  The Company decided to file
this report  without  those audit  opinions  and amend  subsequently  with those
opinions in order to provide the most up to date and current  information to its
shareholders  and  investors.  The Company  believes that based on the extent of
audit work completed to date,  that the financial  statements  contained  herein
will not be  materially  altered in the amended  Annual  Report on Form 10K. The
Company   anticipates  having  the  amendment  within  the  next  few  weeks  to
incorporate that opinion.


                                      F-8
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Principles of Consolidation

     The  consolidated  financial  statements  include  the  accounts  of  Tiger
     Telematics,  Inc, Tiger  Telematics,  USA, Inc. Tiger  Telematics,  Europe,
     Ltd., the  operations of Tiger  Telematics,  Ltd.  through the December 17,
     2002 date of its divesture and the discontinued  operations of, Floor Decor
     LLC,  and Media  Flooring,  Inc.through  the date of their  divesture.  All
     material   intercompany   accounts  and   transactions  are  eliminated  in
     consolidation.


2.   Inventories

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


3.   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.

     The following are the estimated useful lives of the Company's  property and
     equipment:

                                                                       Years
                                                                       -----
             Vehicles                                                      5
             Furniture, fixtures and equipment                       3 to  7
             Leasehold improvements                                  5 to 15




                                      F-9
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.   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  carryforwards  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
     rates 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 prorata shares of the Company's
     items of  income,  deductions,  losses,  and  credits.  This  election  was
     terminated effective January 1, 2001.

5.   Stock-Based Compensation

     At a special meeting of stockholders on July 31, 2001, the  stockholders of
     the Company voted in favor of the adoption of the  Company's  2001 Employee
     Stock Option Plan ("The Plan").  The total number of shares of common stock
     available for grant under the Plan is 8,000,000  shares. As of December 31,
     2001, no employees had been granted  options under the Plan. As of December
     31, 2002  3,600,000 of options have been granted under the plan. All of the
     options were issued pursuant to the plan at the prevailing market prices as
     of the date of issue of $.06.  As of year-end  December 30,  2002,  900,000
     shares of the options had vested with a further  vesting of 900,000  shares
     occurring on February 18, 2003. A further 900,000 vest on February 2004 and
     900,000 in February 2005.

6.   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 are  excluded  from the  computation  since their  effect is
     antidilutive.

7.   Revenue Recognition

     In  2002,  the  Company  generated  revenues  from the  sales of  telematic
     products.  Sales are recognized  when  merchandise  is delivered.  In 2002,
     2001,  and 2000 he  Company  generated  revenues  summarized  as results of
     discontinued  operations from the sale of its floor covering  products upon
     shipment  and  installation  of  the  product.  Sales  of  floor  coverings
     including  carpet,  area rugs,  wood, and laminates.  Sales were recognized
     when merchandise is delivered and such revenue is recorded net of estimated
     sales returns, discounts and allowances.

8.   Advertising Cost

     Advertising  costs are expensed in the period incurred.  Total  advertising
     costs  amounted  to  $18,489,  $0 and $0  for  2002,  and  2001  and  2000,
     respectively.


                                      F-10
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.   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  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.

10.  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.  Accordingly,  the  aggregate  fair value amounts
     presented do not represent the  underlying  value of the Company.  The fair
     value of financial  instruments  recorded on the balance sheet  approximate
     the  carrying  amounts.  The  Company has no off  balance  sheet  financial
     instruments.

11.  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.

     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.


                                      F-11
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C - REVERSE ACQUISITION AND EQUITY TRANSACTIONS

From the date of inception,  July 3, 2000, through December 31, 2000 Floor Decor
had  1,000  shares  of  common  stock  authorized  and  378  shares  issued  and
outstanding.  The Company  issued an  additional  622 shares of common  stock on
January  1,  2001 at a cost of $1 per  share.  As a result  of these  additional
shares being issued, the Company had 1,000 shares of common stock authorized and
1,000  shares  issued  and  outstanding  prior to the  reverse  acquisition  (as
described below) on May 22, 2001.

On May 22, 2001,  a  purchasing  group led by A.J.  Nassar  acquired  21,900,000
shares of the common  stock of Media  Communications  Group,  Inc.  ("MCGI")  in
exchange for all of the outstanding common shares of Floor Decor, Inc. to become
the owner of  approximately  40% of the issued and  outstanding  common stock of
MCGI  pursuant to an agreement  including the merger of Floor Decor into a newly
formed wholly owned subsidiary of the Company. Prior to the acquisition of 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. In accounting
for the reverse acquisition, the equity of Floor Decor, as the surviving company
is  recapitalized.  Also,  upon  the  closing  of  the  reverse  acquisition  an
obligation to an original MCGI vendor for $4,931 was assumed.

To recapitalize Floor Decor as a result of the reverse  acquisition with only an
exchange of shares,  additional  paid in capital was adjusted on May 22, 2001 as
follows:


Calculation of Floor Decor additional paid in capital:
       May 22, 2001 common stock of 54,236,664
          At a par value of $0.001                       $    (54,237)

      Common stock of  1,000 shares prior to
          Reverse acquisition                                     722

      Vendor obligation                                        (4,931)
                                                         -------------

Recapitalization to additional paid-in capital           $    (58,446)
                                                         =============

To compute the loss per share, the 54,236,664 shares  outstanding at the date of
the reverse  acquisition  was assumed to be outstanding  since July 3, 2000, the
date of inception.


                                      F-12
<PAGE>

                       TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


During  December 2001 the Company  entered into private  placement  transactions
with individual investors. In these private placement transactions,  the Company
sold  1,650,000  shares of its Common  Stock at a price of $0.40 per share.  For
each share of Common  Stock  purchased,  the  investor  also  received a warrant
representing  the right to purchase  one  additional  share of Common Stock at a
price of $0.75 per  share.  Each  Warrant  may be  exercised  at any time  until
December  31,  2003.  Proceeds  from these sales,  net of  commissions  totaling
$85,800, amounted to $574,200.

Since the Company had a loss for all periods  presented,  basic and diluted loss
per common  share are equal.  The Company has not included  7,218,592  potential
common shares  relating to outstanding  common warrants as of September 30, 2002
in the  calculation  of the diluted  earnings per share for the third quarter of
2002, because their effect would be antidilutive.

During the 1st quarter of 2002 the Company sold  2,512,450  shares of its Common
Stock as part of the private placement  transaction  initiated in December 2001.
These  shares  were sold at $ 0.40 per  share.  For each  share of Common  Stock
purchased,  the  investor  also  received  a warrant  representing  the right to
purchase  one  additional  share of  Common  Stock at a price of $0.75 per share
exercisable  through  December  31,  2003.  Proceeds  from these  sales,  net of
advisory  fees  totaling  $128,307,  amounted  to  $876,673.  The  Company has a
disputed  agreement  with an advisor  for  consulting  services.  For  financial
reporting  purposes  this was treated as earned but not issued  since the shares
have not been issued due to the unresolved  dispute.  See page F-4  Consolidated
Statements of Stockholder's Deficit.

The Company had an agreement with an advisor for consulting services.  Under the
agreement, the Company was to issue 2,400,000 shares of stock, which were valued
at $810,000. For financial reporting purposes this was treated as earned but not
issued since the shares have not been issued as of December  31, 2002.  See page
F-4 Consolidated Statements of Stockholder's Deficit.

During  the 1st  quarter of 2002,  certain  stockholders  and  others  converted
$922,733 of notes payable and amounts due to stockholders  into 2,306,809 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 $.075 per share exercisable through December 31,2003.  The company
also agreed to issue  warrants to purchase  416,000  shares pf Common Stock at a
price of $0.75 per share  exercisable  through December 2003 as advisory fees in
connection  with these stock sales.  These warrants have not yet been issued due
to unresolved issues with the advisor.

In October 2002,  certain  stockholders  converted $455,761 of debt to equity at
$.010 per share. The conversion of these stockholders was done at the prevailing
market  price  as of the  date of the  conversion.  See  Note J-  Related  Party
Transactions.

NOTE D - PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2002,  2001 and 2000  consisted of the
following:


                                                   2002       2001       2000
                                                   ----       ----       ----

Vehicles                                         $188,837          -   $      -
Leasehold Improvements                                  -          -          -
Furniture, Fixtures, and Equipment                 48,684          -          -
                                                 --------   --------   --------
                                                  237,521          -          -
Less accumulated depreciation and amortization          -          -          -
                                                 --------   --------   --------
                                                 $237,521          -   $      -
                                                 ========   ========   ========

See Note K Discontinued Operations

NOTE E - INCOME TAX MATTERS

The Company has net  operating  loss  carryforwards  as of December 31, 2001 for
federal income tax purposes of  approximately  $1,290,000  expiring in 2021. Any
future  benefit to be realized from these net  operating  loss  carryforward  is
dependent upon the Company earning  sufficient  future taxable income during the
periods that the  carryforwards  are  available.  Due to this  uncertainty,  the
Company has fully offset any deferred tax benefits otherwise relating to the net
operating  loss  carryforward  with  a  valuation  allowance  in the  amount  of
$440,000.

The Company has net operating loss  carryforwards for United States Tax purposes
as of  December  31,  2002 for  federal  income tax  purposes  of  approximately
$12,067,638  expiring in 2021.  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  in  the  amount  of  approximately  $3,620,000.  The  Company  has an
undeterminable  losses off settable  against future income in the UK expiring in
2021 due to the sale of Tiger Ltd. Any future  benefits to be realized  from the
losses is dependant 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
otherwise  relating  to the losses off  settable  against  future  income with a
valuation allowance in the amount of approximately $0.

                                      F-13
<PAGE>

                       TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE F - OPERATING LEASES

In 2001 and 2000 the  Company  leased its  retail  stores  under  non-cancelable
agreements,  which expire through  September  2005, and required  monthly rental
payments.  This  flooring  business  was  discontinued  and  sold.  See  Note  K
Discontinued  Operations.  As of December 31, 2002 the company leases its office
in  Jacksonville,  FL under a one year lease expiring August 2003 and the office
in Fleet Hampshire UK under a month to month. The Company is contingently liable
for the first 9 months  of 2003 for a lease of the  Picadilly  Street  0ffice in
London, UK for Tiger Telematics,  Ltd. that was sold in December 2002. The total
minimum rental commitment as of December 31, 2002 is due as follows:

        Year Ending
        December 31,                                               Amount
        ------------------------------------------------------------------------
        2002                                                    $  222,208
        2003                                                             -
        2004                                                             -
        2005                                                             -
                                                                ----------
                                                                $1,739,125

Rent  expenses for the period ended  December  31, 2002 was  $295,779.  This was
after  reclassification  of $241,280 of flooring rental expenses to discontinued
operations.  See Note K  Discontinued  Operations.  Rent  expense for the period
ended December 31, 2001 and 2000 totaled $526,195 and $173,668  respectively but
are now reclassified as discontinued  operations.  The flooring leases contained
fixed rent escalations  over the term of the lease.  Rent expenses on the leases
are being recognized on a straight-line basis over the terms of the leases.

On April 26, 2002 the company  entered into a Lease Agreement with Christian and
Timbers UK Ltd. for office premises for its subsidiary  Tiger Telematics Ltd. in
London,  United  Kingdom.  The  lease  has a term of  five  years.  The  Company
satisfied its obligation to pay rent for the first year of the term of the lease
by issuing  500,000  shares of Tiger  Telematic,  Inc.'s  Common  Stock.  If the
Landlord  liquidates  the  Shares in the first year of the term of the Lease and
the  aggregate net proceeds of sale arising from such sale or sales is less than
(pound)126,018.75 (or the US Dollar equivalent using the mid range exchange rate
prevailing  on the date of actual  receipt of the said  proceeds  of sale by the
Landlord) the Tenant shall forthwith pay to the Landlord the difference  between
(pound)126,018.75 and the said proceeds in cash. The second and subsequent years
of the term of the lease shall be paid in cash. Following the sale of Tiger Ltd.
in December 2002 the Company  continued to use the facility during part of first
quarter pursuant to the terms of the sale agreement. The Company is contingently
liable for the lease  payments  if not made by Tiger Ltd.  The  Company  intends
elect an option for early  termination  of the lease on September 30, 2003.  The
company  has  recorded  the full amount due for the first year of the lease as a
liability  of  $182,636  based on the  conversion  rate the date the  lease  was
consummated.  The 500,000  shares issued to them are not  considered  issued for
financial  reporting purposes until such time as they are actually sold into the
market by the  landlord  or until the  liquidation  guarantee  is  expired.  The
Company may have to pay an  additional  amount  depending on the proceeds of the
share sale at the time of the share sale. These shares of commons stock have not
been sold as of the date of this  report  have not been sold.  The sold  company
Tiger  Telematics,  Ltd.  failed to make payments to the landlord  following the
expiration  of the time period  convered in the leases for shares.  The landlord
has filed suit against the Company in second quarter 2003 alleging  amounts owed
pursuant to the Company's guarantee of Tiger Ltd.'s lease obligation.

NOTE G - NOTE PAYABLE

At December 31, 2001, the Company had 6% unsecured demand Notes payable totaling
$130,005 to Banyan Capital Partners, Inc., the investment bankers engaged by the
Company in October 2001.  Interest  expense  relating to these notes amounted to
$1,119 for the year ended December 31, 2001. The amount of $101,021 of this debt
was converted to equity in 2002 in exchange for 252,553 shares and warrants-
As of December 31, 2002, the Company had a demand notes payable  totaling $8,664
from the  Comworxx  acquisition  for which it may be  contingently  liable.  The
company also has a 10% note payable in the amount of $77,597.

NOTE H - ACQUISITIONS.

TIGER TELEMATICS, LTD.

On February 4, 2002,  pursuant to a Stock Purchase Agreement between the Company
and Eagle Eye  Scandinavian  Distribution  Limited,  an English  private limited
company,  which  name the  Company  has  changed to Tiger  Telematics  (UK) Ltd.
("Tiger  Telematics"),  the Company  purchased all of the  outstanding  stock of
Tiger  Telematics in exchange for 7,000,000  shares of Floor Decor,  Inc. common
stock. Tiger Telematics is an early stage company engaged in the distribution of
telematics product.

                                      F-14
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The 7,000,000 shares of stock issued were valued at $0.40 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. This valued the stock issued
at  $2,800,000.  The negative  equity of Tiger  Telematics 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 to two intangible  assets.  $2,800,000 was ascribed to an order backlog
of open pending  orders for products for future  shipments over the next several
years.  This  amount  will be  amortized  as the orders are shipped on a prorata
basis.  The  remaining  amount of $463,050 was assigned to  distribution  rights
under a Distribution Agreement with Eagle Eye Telmatics, plc, which was executed
on October 19,  2001(see Form 10-K dated March 31, 2002,  exhibit  #21.1).  This
amount  will be  amortized  quarterly  over the 32 month  remaining  life of the
distribution agreement at the time of acquisition.

In third quarter 2002, the Company determined that the good will relative to the
order book was  impaired  due to the  failure  to ship the orders as  originally
projected to the customers and due to the change in Tiger Ltd.'s  business model
to derive its income from monthly  revenue  generated  by its  wireless  telecom
providers  partnership  arrangements as opposed to generating  revenue primarily
from the sale of hardwire.  The Company  wrote-off an  additional  $1,000,000 of
impaired good will in the quarter ended September 30, 2002.

In connection with this  acquisition,  the former Tiger Telematics  shareholders
agreed to convert  $610,190  of their  shareholder  debt into  Common  Stock and
warrants  to  purchase  common  stock at a price of $0.75 per share  exercisable
through December 31, 2003. The conversion rate was one share of common stock and
one warrant for every $0.40 of debt.  Although  initiated in August, the debt of
$610,190 was actually  converted in October 2002 into 1,525,475 shares of Common
Stock and 1,525,475 Warrants.

In  fourth  quarter  the  Company  sold the  common  stock of Tiger  Ltd.  to an
unrelated  third party  based in Sweden  that is in the  business of selling and
installing  telephone  equipment in vehicle fleets.  See Report of Form 8K dated
Janaury 2003.  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.  In order to record the sale of
Tiger Ltd.  transaction  the company wrote off its books the remainder  value of
the  intangible  assets  of  $2,103,830  comprised  of the  sold  order  book of
$1,800,000 and the sold distribution agreement of $303,830.

COMWORXX, INC.

On June 25, 2002,  pursuant to a Purchase Agreement between the Company's wholly
owned  subsidiary  Tiger  USA,  Inc  and  Comworxx,   Inc.,  a  private  Florida
incorporated  company, the Company formed a new wholly owned subsidiary Comworxx
Acquisition Corporation which name the Company has changed post closing to Tiger
Telematics USA. ("Tiger USA"). Tiger USA purchased all of the assets of Comworxx
in exchange for 4,263,266 shares of Tiger Telematics,  Inc. common stock.  Tiger
USA is now an early stage  company  engaged in  beginning  the  distribution  of
telematics  product  to the  United  States  consumer  market.  Comworxx  assets
included license agreements and intellectual properties.

Pursuant to the terms of the purchase  agreement the  4,263,266  shares of stock
issued were valued at $1.00 per share;  provided  however  that if the price per
share of Tiger  Common  Stock sold in the next equity  financing in Tiger Raises
gross  proceeds  of at least $3 million is less than $1.00 per share the assumed
purchase  price  shall be  reduced  to the price  per  share in the next  equity
financing and provided  further however that is the new equity  financing is not
consummated by September 1, 2002 the assumed price shall be reduced to $.035. If
the purchase price is reduced to less than $1.00 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  12,180,760.  The Company  recorded
this transaction as if the maximum number of shares will be issued, resulting in
the recording of 7,917,494  contingent  shares. The Company valued the shares at
$.25 per share,  which was the trading  price at the date if purchase,  giving a
purchase  price of  $3,045,190.  Based on a post  acquisition  review  of assets
reserves were made to inventory, receivables and property plant and equipment to
equal the current  estimated  value as of the  acquisition  date.  The  reserves
created an additional  excess of  liabilities  over tangible  assets.  The total
excess of liabilities over tangible assets of Comworxx  acquired  resulted in an
additional good will of $669,628.

                                      F-15
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The  excess of the  acquisition  price over the  tangible  asset  valuation  was
assigned  to  three  intangible  assets.   Although  the  acquisition   included
intellectual  property  and  license  agreements  due  to  the  position  in the
marketplace and funding issues  associated with the acquisition,  agreements the
Company believes that the good will is impaired as of June 30, 2002. The company
wrote off all of the goodwill of  $3,714,818 in the quarter ended June 30, 2002.
The Company believes that the seller of the assets 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 independent legal counsel
to advice it of its rights  against  the  shareholders  of the seller to recover
certain sums or to rescind the entire  transaction.  The Company does not intend
to issue the contingent shares referred to above until a final determination has
been made as to the potential causes of action against the seller.

Proforma information: The following proforma information reflects the net sales,
net loss,  and per share  amounts  for the nine  months and three  months  ended
September  30,  2002  and  2001 as if the  Tiger  Telematics,  Ltd and  Conworxx
acquisitions had been completed on January 1, 2001:


                                             Nine months ended:             Three months ended:
                                      =============================   =============================
                                           2002            2001            2002            2001
                                      =============   =============   =============   =============
<S>                                   <C>             <C>             <C>             <C>
Proforma net sales                    $     216,118   $        --     $     152,080   $        --
                                      =============   =============   =============   =============

Performa net loss                     $ (11,312,414)  $  (2,613,314)  $  (2,507,779)  $    (927,903)
                                      =============   =============   =============   =============

Proforma basic and diluted net loss
per common share                      $     (0.1426)  $     (0.0356)  $     (0.0309)  $     (0.0126)
                                      =============   =============   =============   =============
Weighted average shares outstanding
(basic and diluted)                      79,349,119      73,417,424      81,120,015      73,417,424
                                      =============   =============   =============   =============

</TABLE>

NOTE I - SEGMENT INFORMATION

During  the first  nine  months of 2002 the  Company  operated  in the  flooring
business in Florida, now a discontinued  operation and in the telematics product
development and distribution business in Europe.

     o   Flooring Retail and Installation-  now a discontinued operation
     o   Telematic product development and distribution

The  accounting  policies  of the  reportable  segments  are the  same as  those
referred  to  in  Notes  A.  In  June  6,  2002,   the  company   announced  the
discontinuation  of the  flooring  segment  and sold the assets of the  flooring
business on August 9, 2002.  As a result the company is not  disclosing  segment
information.

NOTE J - RELATED PARTY TRANSACTIONS

The Company had a 10% demand note payable to a 28.4%  stockholder  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  $80,382  to this  stockholder  on a
non-interest  bearing note that is due on demand. The amount of $554,500 of this
debt  was  converted  to  equity  in 2002 for a total of  1,386,250  shares  and
warrants- Refer to Note I Item 3.


                                      F-16
<PAGE>

                    TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company had a note  payable in the amount of $33,540 to another  stockholder
as of December 31, 2000.  The note was repaid in 2001.  Interest  expense on the
note amounted to $794 for the year ended December 31, 2001.

As of  December  31,  2001 the Company  had 15% demand  notes  payable  totaling
$335,035,  including  $32,034 of accrued  interest,  to certain  stockholders of
record of the  Company,  none of which owns more than  0.06% of the  outstanding
shares. Interest expense related to these notes amounted to $32,034 for the year
ended  December  31,  2001.  $ 267,212  of the total  amount of these  notes was
converted  to equity  subsequent  to  December  31,  2001 for a total of 668,030
shares. - Refer to Note I, Item 3.

As of  December  31,  2001 the  Company  had 10%  demand  notes  payable  to two
stockholders (combined ownership at 0.18%) totaling $272,847,  including $22,847
of accrued  interest.  Interest expense related to this note amounted to $22,847
for the year ended December 31, 2001. These two stockholders became stockholders
of the Company on January 1, 2001.  The note  payable had a balance of $ 250,000
at December 31, 2000, and has been  reclassified  as amounts due to stockholders
in the December 31, 2000 balance sheets.

The weighted  average interest rate on amounts due to stockholders was 10.6% and
10.0% as of December 31, 2001 and 2000 respectively.

As of December 31, 2001 the Company included in its property  insurance policy a
property owned by one of its  stockholders.  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 Company  sold a total of $20,107 of several  flooring  products to a company
owned by an officer of record as of December 31, 2001. These  transactions  were
done at wholesale price.

As of September  30, 2002, a 10% demand notes payable to a 21.%  stockholder  in
the  amount  of  $231,375.  The  Company  also owed a total of  $80,382  to this
stockholder  on a non-interest  bearing note that is due on demand.  The Company
also owed a 10% demand note payable in the amount of $80,6878.  to a stockholder
of approximately  4%. Interest ceased on these obligations as of August 9, 2002,
when the Company  sold the  flooring  assets.  The  Company  also owed these two
shareholders  a  combined  total of  $62,732  for  deferred  payroll  and  other
obligations.  In October 2002 all of these amounts were converted into equity at
the rate of $.10 per share,  the market  price at the time of the  transactions.
with 4,551,761 in shares of Common Stock issued.

As of December 31,  2002,  the Company had 15% demand  notes  totaling  $77,597,
payable to stockholders (combined ownership less than 1%).

The Company also had  non-interest  bearing notes of $1,070,629 and non interest
bearing  advances of $818,555  payable to the two former Tiger  Telematics  Ltd.
stockholders (combined ownership approximately 10% of the Company). As discussed
in Note H,  $610,190 of these  advances  was  converted  into  Common  Stock and
warrants in October 2002. As of year-end, $1,20,785 remains owed in aggregate in
interest bearing promissory notes two these two shareholders.


                                      F-17
<PAGE>

                    TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A  shareholder  borrowed  some of the funds  advanced to the Company (with funds
going to the Tiger Telematics,  Ltd.  subsidiary) from a private investment bank
London  International  Mercantile Bank, based in London. The shareholders failed
to repay the note when due. The  investment  firm 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.  The Company showed the obligations to its
shareholder on the financial statement. The Tiger Telematics,  Ltd. entered into
a settlement  agreement  Court approved as a Tomblin Order where the demand note
to the  shareholder  was forgiven by the shareholder in exchange for the company
entering into an installment note to be paid over time directly with the private
investment  bank in the same amount as forgiven  by the  shareholder  of 290,000
sterling.  The shareholder remained contingently obligated for the sum owed plus
interest in event that the payment was not made timely by tiger Telematics, Ltd.
The Company  issued a limited  guaranty for the  obligation to the private bank.
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. See Note J and L to the consolidated financial statements.
Following the sale of Tiger  Telematics,  Ltd. the Company was apprised that the
Tiger Ltd.  was placed in  liquidation  insolvency  under the laws of the United
Kingdom by LIM for failure to make the payments required under this arrangement.
See Note J  Subsequent  Events to the  Consolidated  Financial  Statements.  The
Company is  uncertain  as to whether it will be required to make the payments in
the future but has made a provision to cover this contingent liability.

The Company has received inquiries from persons who maintain that they have made
an  investment  in the  Company  for which the  Company has no records and which
appear to be private transactions among various shareholders.  Legal counsel has
looked  into the  circumstances  surrounding  each  inquiry.  Legal  counsel has
advised that some  transactions may have taken place in the UK related the Tiger
Telematics,  Ltd. prior to its  acquisition by the company.  It is possible that
fund raisers  reportedly  associated with Tiger Ltd. prior to its acquisition by
the Company on February 4, 2002 may have raised funds  through  various  private
ventures.  These  transactions  did not involve the Company and its  officers or
directors   and   therefore  no  provision  has  been  made  for  these  alleged
investments.

As of December 31, 2002 the company  owed an  executive  officer and director of
the company  approximately $50,000 comprised of $38,000 of salary and $12,000 of
reimbursable expenses incurred on behalf of the Company.

Total interest  expense on  stockholder  debt amounted to $43,079 for the twelve
months ended December 31,2003.


                                      F-18
<PAGE>

                    TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE K -DISCONTINUED OPERATIONS:

In June  2002  the  Company  entered  into a plan  to  dispose  of its  flooring
business.  The flooring  business was subsequently sold on August 9, 2002. As of
June 30, 2002, the Company  accounted for the flooring segment as a discontinued
segment.  Assets of  $571,210  and  liabilities  of  $1,572,855  relating to the
flooring  business as of December 31, 2002 have been aggregated on the condensed
consolidated  balance sheet.  The Company has estimated that the net loss on the
discontinued operations from June 30, 2002 through August 9, 2002 to be $35,000,
and the estimated  gain on sale and included that amount in the  liabilities  of
the  discontinued  segment.  No  adjustment to that amount was required in third
quarter based on actual sale results.

The  amounts  held in  discontinued  operations  have  bee  reclassified  on the
financial  statements  below  shows the  categories  of  assets on  discontinued
operations as to the specific notes from the year ended 2000 and 2001.

Property  and  equipment  as of  December  31,  2001 and 2000  consisted  of the
following:


                                                    2001         2000
                                                    ----         ----

Vehicles                                         $   2,350    $   2,350
Leasehold Improvements                              49,485       52,684
Furniture, Fixtures, and Equipment                 149,944       99,316
                                                 ---------    ---------
                                                   201,779      154,350
Less accumulated depreciation and amortization     (40,751)     (16,326)
                                                 ---------    ---------
                                                 $ 161,028    $ 138,024
                                                 =========    =========

Operating leases.
In 2001 and 2002

The Company  leases its retail  stores under  non-cancelable  agreements,  which
expire through  September 2005, and require monthly rental  payments.  The total
minimum rental commitment as of December 31, 2001 is due as follows:

        Year Ending
        December 31,                                               Amount
        ------------------------------------------------------------------------
        2002                                                    $  437,294
        2003                                                       455,933
        2004                                                       485,385
        2005                                                       360,513
                                                                ----------
                                                                $1,739,125


Rent  expense for the period ended  December 31, 2001 and 2000 totaled  $526,195
and $173,668  respectively.  The leases contain fixed rent  escalations over the
term of the  lease.  Rent  expenses  on the  leases  are being  recognized  on a
straight-line basis over the terms of the leases.


                                      F-19
<PAGE>

                    TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the assets and liabilities as of December 31, 2002 is as follows:

Assets:
  Accounts receivable             $   517,210
                                  -----------
    Total assets                  $   517,210
                                  ===========
Liabilities:
  Notes payable                   $   273,763
  Accounts payable                    575,000
  Other accruals                      724,092
                                  -----------
                                  $ 1,572,855
                                  ===========

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

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,   and  had  the  buyer  assume  liabilities   totaling
$1,243,135.  The Company will remain  theoretically  contingently  liable on the
liabilities  until such time as the  acquirers  pay them off. In  addition,  the
purchaser has assumed two non balance sheet operating  leases for buildings with
annual rents of approximately $459,480 a year that were assumed without landlord
consents.   These  leases   expire  August  31,  2005  and  September  30,  2005
respectively.  Should the purchaser not meet these obligations they might become
the obligations of the company. A shareholder of the company who has since filed
a personal  Chapter 11 bankruptcy  personally  guarantees  these  leases.  As of
December 31, 2003 the accounts  receivable $633,475 represents the obligation of
the acquirer to pay the remaining  liabilities of discontinued  obligations that
were  assumed  and for which the  company  is  contingently  liable.  Due to the
bankruptcy of the buyer of the assets, the Company made a provision for $383,475
for the write-down of the receivable  from MINIME that  represented  payments to
creditors  for which the Company may be  contingently  liable.  The company also
made a provision  for  $376,292  and for  $295,879  for the two leases that were
assumed  by  MINIME.  The total  provision  was for  $1,055,745  The  Company is
uncertain  as to  its  liability  since  one  of  the  leases  and  most  of the
outstanding  obligations for payables are to a subsidiary of a subsidiary of the
Company. In See note I Subsequent Events number 1


NOTE L - SUBSEQUENT EVENTS

1. Bankruptcy of acquirer of Flooring Floor Decor LLC.

On April 9, 2003 the buyer of the flooring assets MINIME doing business as Floor
Decor LLC.  Filed a Chapter 11  bankruptcy.  On April 17, 2003 they  conducted a
Bankruptcy Court authorized  liquidation sale of the assets of the business.  As
of April 30,  2003 they  ceased  operation  and are no longer in  business.  The
Company made a provision as of December 31, 2002 for $383,475 for the write-down
of the receivable from MINIME that  represented  payments to creditors for which
the Company may be  contingently  liable.  The company also made a provision for
$376,292 and for $295,879 for contingent  liability for the two leases that were
assumed  by  MINIME.  The total  provision  was for  $1,055,745.  The  provision
represents  the remaining  amounts due under the lease  agreements for which the
company may be  contingently  liable  despite  the  protections  from  liability
provided in the Asset Purchase Agreement.


                                      F-20
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2. Common shares issued for goods and services.

In order to obtain various goods and services including  consulting services the
Company issued  2,990,000  shares of stock at amounts of either $.03 or $.04 per
share to reflect the market price for shares for each transaction.  In aggregate
the Company recorded an expense of $93,100 to record these transactions in first
quarter ended March 31, 2003. The Company  issued another  450,000 common shares
in  second  quarter  for the  same  services  at a price  per  share of $.03 and
recorded at $15,000 charge to income.  All of the shares issued were  restricted
stock subject to Rule 144 of the Securities Act 3. Conversion of debt to equity

No debt was converted to equity in first quarter ended March 31, 2003.

4. Tiger Telematics - Loan from stockholder.

The Company  borrowed  approximately  $187,000 from a shareholder of the Company
who is associated with Tiger Telematics,  Europe,  Ltd. The loan is evidenced by
non-interest bearing promissory notes.

In May 2003 the  company  borrowed  $10,000 in a  convertible  demand  loan with
interest of $500. for 20 days in order to meet working  capital needs.  The loan
provides  that it in event it is not  timely  repaid as due it can be  converted
into  restricted 144 Rule common stock of the company at the lowest quoted price
for the Company's  shares or the lowest  conversion  price or shares issuance by
the Company at the discretion of the creditor.

5. Shareholder approval of increase in authorized share capitalization.

At a stockholders meeting as (properly adjourned) on May 9, 2003 shareholders of
the  company  approved  an  increase  in  authorized  shares  authorized  by  an
additional  150,000 shares from 100,000 shares to a new total  authorized of 250
million shares effective as of that date.

6. The Company was advised  that Eagle Eye  Scandinavian  Distribution  Ltd.)the
renamed Tiger Telematics,  Ltd.) was placed in insolvency liquidation during 1st
quarter of 2003 by a certain creditor of the Ltd. company.

7. The  landlord  of the office in the UK has filed suit  against the Company in
second quarter 2003 alleging amounts owed pursuant to the Company's guarantee of
Tiger  Ltd.'s  lease  obligation.  The Company is uncertain as to the outcome of
this suit and no additional  provision has been made to the financial statements
as of December 31, 2002. See Note F Operating Leases


                                      F-21
<PAGE>

                     TIGER TELEMATICS,INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE M - BUSINESS CONSIDERATIONS

From July 3, 2000 through  December 31, 2000, the Company incurred net losses of
approximately $665,000 due to the costs associated with the store openings and
the  operating  costs of new stores  without the  corresponding  revenues in the
discontinued  flooring segment. For the year ended December 31, 2001, the losses
approximated  $1,299,000.  For the year ended December 31, 2002, the Company had
net losses of over $13 million. Although approximately $7 million of the loss in
2002 was from the non-cash  write-down  of impaired  good will,  the Company had
negative cash flows from operating activities of approximately  $713,000 for the
year ended December 31, 2001 and negative cash flows from  operating  activities
for every month of 2002.

The negative cash flows from  operations,  as well as the costs  associated with
the Tiger Telematics Ltd.  acquisition and the acquisition of assets of Comworxx
has further  strained the Company's cash flow. Since the Company was not able to
generate positive net cash flows from operations, additional capital was needed.
During  2002 the  Company  entered  into  private  placement  transactions  with
individual investors. In these private placement transactions,  the Company sold
shares of its common  stock and  warrants  to raise  approximately  $876,000  of
equity, as disclosed in note C. During the same period,  stockholders  converted
approximately  $923,000 of debt into equity of the Company.  Stockholders of the
company  continue to support the  operation  with  substantial  loans to sustain
operations as reported and note C and note J.

The Company  continually  monitors operating costs and will take steps to reduce
these costs to improve cash flow from  operations if  necessary.  The Company is
continually  seeking  sources of new  capital to aid the  implementation  of its
business plan. The Company's  private bank financing was not  consummated.  As a
part of funding efforts,  the Company  executed a subscription  agreement with a
private  company to sell  7,500,000  shares of Company Common Stock at $0.20 per
share.  This  transaction  did not fund in part due to a declining price for the
Company's  common  shares.  The fund raising of $10 million that the company was
seeking via Jefferies was not successful.  The Company  continues to seek equity
and bank financing form various sources. However, there can be no assurance that
additional financing, capital or other form of debt financing will be available,
or if  available on terms  reasonably  acceptable  to the  Company.  The company
continued  to issue  shares  of  Common  Stock in first  quarter  2003 to settle
obligations due for payment and to secure necessary services.

The Company plans to continue the product development and distribution  business
in the UK. This is going forward as planned but slower than anticipated due to a
lack of funding.  The Company is concluding  development of its next  generation
fleet product and its new tracker products including child tracker devices.  The
company has mothballed the business of its acquired assets of Comworxx (acquired
on June 25, by the wholly  owned  subsidiary  Tiger USA.  It no longer  plans to
launch these  products  due to the high related cost of the product  relative to
the  projected  sales price  available  for such  products in the U.S.  consumer
retail  marketplace.  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 in second  quarter of 2002.  In
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.  The Company hired legal counsel to advise
its  rights  and  causes of action  against  the  seller of the  assets  and its
shareholders possible misrepresentations in the purchase agreement that a viable
business  existed.  The Company has determined  that the business was not viable
and cannot be without a major restructuring and concessions from shareholders of
Comworxx.

The Company's  ability to continue as a going concern is totally  dependent upon
its  ability to raise  sufficient  equity or debt  capital to  accomplish  these
objectives and to offset any future  operating losses that may be incurred until
positive cash flows can be generated from  operations.  In the current  economic
environment this has not been easy  task.Management  intends to raise capital by
issuing  shares as required to fund working  capital needs although there are no
assurances of success.

                                      F-22
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE N - QUARTERLY DATA (Unaudited)

                                            Year Ended December 31, 2002
                                     ------------------------------------------
                                     Fourth       Third      Second      First
                                     Quarter     Quarter     Quarter    Quarter
                                    --------    --------    --------   --------

Net sales                           $    102    $    152    $      1   $     29
Cost of Goods Sold                        57         223          42          3
                                    --------    --------    --------   --------
Gross Profit                              45         (71)        (41)        (2)
Selling, general and
administrative expense                 2,251       1,410        2149        954
Other income (expense)                (1,682)     (1,027)     (3,774)       (28)
                                    --------    --------    --------   --------
Loss from continuing operations       (3,888)     (2,508)     (5,964)      (984)
                                    --------    --------    --------   --------
Loss from discontinued operations          0           0        (164)      (189)
                                    --------    --------    --------   --------
Net Loss                            $ (3,888)   $ (2,508)   $ (6,128)  $ (1,173)
                                    ========    ========    ========   ========

Net Loss  per share                 $(0.0507)   $(0.0345)   $(0.0889)  $ (0.019)
                                    ========    ========    ========   ========

<TABLE>
<CAPTION>

                                                                                         Period July 3, 2000,
                                                                                               Date of
                                                                                          Inception, through
                                               Year Ended December 31, 2001               December 31, 2000
                                    ------------------------------------------------    ----------------------
                                      Fourth       Third        Second       First        Fourth       Third
                                     Quarter      Quarter      Quarter      Quarter      Quarter      Quarter
                                    ---------    ---------    ---------    ---------    ---------    ---------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>
Net sales                           $    --      $    --      $    --      $    --      $    --      $    --
Cost of Goods Sold                       --           --           --           --           --           --
                                    ---------    ---------    ---------    ---------    ---------    ---------
Gross Profit                             --           --           --           --           --           --
Selling, general and
administrative expense                     69           66          148         --           --           --
Other income (expense)                    (44)         (37)         (37)         (28)         (20)          (6)
                                    ---------    ---------    ---------    ---------    ---------    ---------
Loss from continuing operations          (113)        (103)        (186)         (28)         (20)          (6)
                                    ---------    ---------    ---------    ---------    ---------    ---------
Loss from discontinued operations        (230)        (178)        (194)        (267)        (438)        (202)
                                    ---------    ---------    ---------    ---------    ---------    ---------
Net Loss                            $    (343)   $    (281)   $    (380)   $    (295)   $    (458)   $    (208)
                                    =========    =========    =========    =========    =========    =========

Net Loss  per share                 $  (0.007)   $  (0.005)   $  (0.007)   $  (0.005)   $  (0.022)   $  (0.010)
                                    =========    =========    =========    =========    =========    =========

</TABLE>

                                      F-23