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

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2003

                        Commission file number 001-15977

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

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


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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>

                             TIGER TELEMATICS, INC.

                           ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003


                                Table of Contents

                                                                            Page
                                                                            ----


PART I........................................................................1

   Item 1.     BUSINESS.......................................................1

      General.................................................................1
      Industry Overview.......................................................2
      Growth Strategy.........................................................3
      Products and Services...................................................4
      Gizmondo................................................................4
      Telematics..............................................................5
      Relationship with Major Customers.......................................5
      Suppliers...............................................................5
      Sales & Marketing.......................................................6
      Competition.............................................................6
      Intellectual Property...................................................6
      Employees...............................................................6

   Item 2.     PROPERTIES.....................................................8


   Item 3.     LEGAL PROCEEDINGS..............................................8


   Item 4.     SUBMISSION OF MATTERS TO VOTE OF SECURITY
                 HOLDERS......................................................9

PART II.......................................................................9

   Item 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND
                RELATED SHAREHOLDER MATTERS...................................9

      Market Price and Dividend Information...................................9

   Item 6.     SELECTED FINANCIAL DATA.......................................10


                                       I
<PAGE>

   Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............11

      General Overview.......................................................11
      Results of Operations..................................................12
      Liquidy and Capital Resources..........................................16
      Critical Accounting Policies...........................................17
      Recently Issued Accounting Standards...................................19

   Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                 ABOUT MARKET RISK...........................................20


   Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY
                 FINANCIAL DATA..............................................21


   Item 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE.......................21


   Item 9A.    CONTROLS AND PROCEDURES.......................................21


PART III.....................................................................21

   Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............21

      Section 16(a) of the Beneficial Ownership Reporting Compliance.........23
      Code of Ethics.........................................................23
      Audit Committee Financial Expert.......................................24

   Item 11.    EXECUTIVE COMPENSATION........................................24

      Summary Compensation...................................................24
      Option Grants..........................................................25
      Equity Compensation Plan Information...................................25
      Compensation of Directors..............................................25
      Stock Option Plan......................................................25
      Employment Contracts and Termination and Change-In-Control
         Arrangements........................................................28
      Compensation Committee Interlocks and Insider Participation............28
      Shareholder Return Performance.........................................28

   Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                OWNERS AND MANAGEMENT........................................30


   Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................31


                                       II
<PAGE>

   Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES........................32

      Audit Fees.............................................................33
      Audit Related Services.................................................33
      Tax Fees...............................................................33
      All Other Fees.........................................................33

PART IV......................................................................33

   Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES....................33

      SIGNATURES.............................................................33















                                       III
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

General

Tiger  Telematics,  Inc.  ("Tiger  Telematics"  or the  "Company"),  a  Delaware
corporation,  is the parent company of several  subsidiaries the most noteworthy
of which is  Gizmondo  Europe  Ltd,  the  developer  of the  multi-entertainment
wireless   handheld   gaming  device  now  called  the  Gizmondo.   The  Company
historically has been in the retail flooring business and 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. Telematics is
an emerging industry that uses a combination of computer, wireless and satellite
technology largely to provide communications between a central source and fleets
of vehicles. The systems were designed to operate on GSM networks,  which is the
standard  operating  system for wireless  carriers in the UK and in  Continental
Europe.  These  projects  have  been  dropped  in  favor of  development  of the
Gizmondo.

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

In May 2001,  the Company  (formerly  known as Floor  Decor,  Inc.)  completed a
reverse shell merger with Media  Communications  Group, Inc. ("MCGI").  Prior to
the  merger  with  the  Company,  MCGI was a  "public  shell"  company,  with no
significant  operations  or  assets.  The  merger  of the  Company  and MCGI was
accounted for as a reverse acquisition. Under a reverse acquisition, the Company
was treated for accounting  purposes as having  acquired MCGI and the historical
financial  statements of the Company became the historical  financial statements
of MCGI. Therefore,  all references herein are to the activities of the Company.
On June 6, 2002,  the Company  changed its name from Floor Decor,  Inc. to Tiger
Telematics,  Inc. after deciding to exit the  historical  flooring  business and
focus  exclusively  on mobile  telematics  systems and services,  with the major
focus on Gizmondo.

The Company is the parent  company of three  wholly  owned  subsidiaries,  Media
Flooring,  Inc.,  Gizmondo  Europe  Ltd.  and Tiger  Telematics  USA,  Inc.  The
Company's  first  subsidiary,  Media  Flooring,  Inc. (now dormant),  operated a

                                       1
<PAGE>

flooring  products sales and service  business through a wholly owned subsidiary
Floor Decor LLC. This business represented all of the business operations of the
Company  during  2001 and early 2002.  Floor Decor LLC  operated a big box super
store  located  in Fort  Lauderdale,  Florida,  with a wide  selection  of floor
coverings,  including carpet, area rugs, wood, and laminates, at discount prices
to  both  commercial   accounts  and  consumers.   In  June  2002,  the  Company
discontinued the flooring  segment  operation and in August 2002 sold the assets
of the Floor Decor LLC,  and the use of the name Floor Decor LLC to an unrelated
third party. The operating results for this discontinued  segment are classified
as operating  results of discontinued  operations in the current year and in all
prior years covered in this Report.

On February 4, 2002, the Company  acquired Eagle Eye  Scandinavia  Distribution,
Ltd,  an  early  stage UK  company  that  distributed  telematics  products  and
services.  The Company  subsequently changed the name from Eagle Eye Scandinavia
Distribution,  Ltd to  Tiger  Telematics  Ltd.  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.

On December  17,  2002,  the Company  sold the shares of capital  stock of Tiger
Telematics,  Ltd. to a Swedish company, primarily to reduce debt and improve the
Company's working capital position.

In 2002, the Company organized a new subsidiary,  Tiger Telematics Europe,  Ltd.
to provide a variety of telematics products and services to customers in England
and Western Europe.  Tiger  Telematics  Europe,  Ltd.  focused on developing new
telematics  products,  on  developing  child-tracking  devices and on  marketing
telematics  products  primarily  to large  fleet  suppliers  such as rental  car
companies.  In 2003, Tiger Telematics  Europe,  Ltd. began focusing primarily on
developing the Gizmondo.  In early 2005,  the Company  changed the name of Tiger
Telematics  Ltd.  to Gizmondo  Europe  Ltd.  to match the name of the  Company's
primary product, the Gizmondo.

In June 2002, the Company formed a wholly owned subsidiary Tiger Telematics USA,
Inc.  that was created to acquire  the assets of a US  telematics  developer  of
consumer   automotive   devices.   This  subsidiary  was  ultimately  unable  to
successfully  launch the Port- IT products  associated with this acquisition and
this subsidiary is now dormant.

The Company had  difficult  years in 2003 and 2002 due to extremely  challenging
industry  conditions  and high  development  costs  associated  with  developing
Gizmondo.  The Company has earned limited  revenues to date and has incurred net
losses of $ 7,812,449,  $11,087,747  and $1,299,080 for the years ended December
31, 2003,  2002 and 2001,  respectively.  Additionally  the Company  reported an
operating loss in the first three quarters of 2004 of  $16,838,170,  principally
due to development costs for the Gizmondo.


                                       2
<PAGE>

Industry Overview

Gaming industry information

UK Games compared with other industries

Games market size                                       (pound)1,081m
Cinema market size                                      (pound)  755m
Video Rental market size                                (pound)  466m
Music                                                   (pound)2,016m

UK hardware data 2002

UK installed base of Playstation 2                      3.7m
UK installed base of Playstation                        6.8m

Market size comparison 2002

UK                                                      Euro 1,719m
Germany                                                 Euro 1,196m
France                                                  Euro 990m
Italy                                                   Euro 438m
Spain/Portugal                                          Euro 415m

Source: ELSPA

Estimated world market value for the games and entertainment/reference  software
is valued in excess of $28 billion annually.

Growth Strategy

While the  Company  previously  developed  a variety  of  commercial  telematics
products  designed for fleet management,  anti-theft and security  applications,
the Company's primary business strategy is to develop Gizmondo. During 2005, the
Company  expects to launch  Gizmondo first in England,  then the European market
and then in the United  States.  The initial  Gizmondo  units were  produced and
manufactured by a group consisting of Plextek, an independent  electrical design
and  consulting  firm  based  in the UK,  Intrinsyc  Software  International,  a
Microsoft Gold Level Windows Embedded Partner and Xilinx, a software  programmer
specializing in programmable logic. The initial Gizmondo units were displayed in
January 2004 at the 2004 Consumer  Electronics Show in Las Vegas. Going forward,
the Company will utilize  Flextronics as the new volume manufacturer of Gizmondo
units. By utilizing  Flextronic's  high-volume  manufacturing  capabilities  and
global  reach,  the  Company  should be able to bring  more  units to market and
assure its  ability to fill the  growing  number of sales  orders.  The  Company
anticipates  revenue from the sale of Gizmondo units as well as related sales of
hardware, software, music and video downloads, games, MNVO and Smart Ads.

To accomplish  the difficult  challenge of converting  the Gizmondo idea into an
actual product, the Company, since the third quarter of 2003, has entered into a
number of agreements,  joint ventures and strategic partnerships with recognized
design, engineering,  software, manufacturing,  marketing, public relations, and
distribution  companies,  including Plextek, an independent UK electrical design
and  consulting  firm;  Microsoft,  the  maker of the  Windows  Net CE  software
operating system used by Gizmondo;  Synergenix Interactive AB, a game developer;
Intrinsyc  Software  International,  a  Microsoft  Gold Level  Windows  Embedded
Partner;  Xilinx,  a software  programmer  specializing in  programmable  logic;
Fathammer Alliance, a supplier of advanced 3D graphics and game technologies for
mobile  platforms;  MINICK a  premium  messaging  network  in  Europe;  Samsung,
supplier of Gizmondo's  Mobile  Applications  Processor;  Micronas,  supplier of
Gizmondo's   single  chip  MIDI   synthesizer;   Flextronics,   an   electronics

                                       3
<PAGE>

manufacturer;  CATIC,  a State-Run  Chinese  conglomerate  that provides  sales,
distribution,  technical  support,  and  numerous  other joint  ventures for all
Chinese regions; Toys R Us, an authorized UK retailer of Gizmondo; Ogilvy Public
Relations  Worldwide,  the  Company's  Agency of Record;  Renaissance  Corp,  an
electronics marketer and distributor; OD2, a European music distributor; Redline
Marketing and Tartan Sales,  distributors  of Gizmondo units  throughout the US,
Canada,  and Mexico;  M-Systems,  supplier of the  mDiskOnChip  G3 memory  chip;
Daniels  &  Associates,   the  Company's  Investment  Banker;  Playcom  Software
Vertriebs GmBH, a German games wholesaler and distributor; John Lewis Department
Stores, an authorized UK retailer of Gizmondo;  NVIDIA Corporation,  supplier of
Gizmondo's  GoForce 3D 4500 3D Wireless  media  processor;  Indigo  Pearl Ltd, a
gaming public  relations  agency;  SCi  Entertainment  Group, a games publisher;
Ditan  Corporation,  a retail  distribution  provider;  Mother,  an  advertising
agency;  United  Electronics  SL, an  electronics  distributor;  Microsoft  Game
Studios,  a gaming company;  and Zi  Corporation,  supplier of the advanced test
input technology featured on Gizmondo.

In addition,  to facilitate  the launch of Gizmondo,  the Company  acquired game
developers  Indie  Studios and Warthog  plc,  and entered  into an  agreement to
acquire the software company Integra SP.

Products and Services

The  Company  features  two types of  products,  along  with  related  goods and
services  for  such   products.   The  primary   product  is  Gizmondo,   a  new
multi-entertainment  wireless  handheld  gaming  device  targeted  at the gaming
industry.  The Company's  secondary product is a telematics product designed for
vehicle fleet management.

Gizmondo

Gizmondo is a new multi-entertainment  wireless handheld gaming device that will
compete with  similar  handheld  gaming  products  offered by  Nintendo,  Nokia,
Tapwave and Sony.  Gizmondo is powered by a Microsoft  Windows CE.net  platform,
has a  2.8-inch  TFT color  screen  with a Samsung  ARM9  400Mhz  processor  and
incorporates the GoForce 3D 4500 NVIDIA graphics accelerator.  Gizmondo provides
cutting-edge  gaming,  multimedia  messaging,  an MP3 music player, Mpeg 4 movie
playing capability,  a digital camera and a GPRS network link to allow wide-area
network gaming. Technical Specifications:  400 MHz Processor, GSM Tri-Band, GPRS
Class  10,  SiRF  GPS,  TFT  Screen - 320 x 240  Pixels,  WAP 2.0,  MMS Send and
Receive, MP3 Playback, Polyphonic MIDI, SMS / EMS, MPEG 4 Playback, JPEG Camera,
SD Flash Card Reader,  Mini-USB  Client,  Bluetooth 2 (Multiplayer  Gaming),  3D
Games Capability, GPS Tracking Application,  GPS Mapping Application,  Removable
SIM Card, Removable Battery, Polyphonic Ringtones, Stereo Headset Socket for MP3
and Games,  Stop game play when  battery  near empty,  Windows  Media  Player 9,
Flight Mode,  Speaker,  Vibrate Mode. Gizmondo is approximately 5.5 inches wide,
3.5 inches  high,  over an inch thick,  and weighs 5.5 ounces (155  grams).  The
outer shell is made of a durable  and  stain-resistant  slate-colored  composite
material with a rubbery feel.  The  rectangular  screen,  measuring 2.25 by 1.75
inches (a 2.8" TFT LCD display), sits right in the center of the console.

Aside from being a gaming  device,  the Gizmondo  also  performs  the  following
functions:  movie player,  allowing users to view full-feature  videos in MPEG 4
format using the unit's  built-in  Windows Media Player 9 and SD Card slot;  MP3
player  permitting  users to download and listen to audio files stored in either
MP3, MIDI & SP-MIDI, WMA, or WAV formats; SMS & MMS messaging facility that lets
users easily send text,  image,  and music files;  and  high-resolution  digital
camera.

                                       4
<PAGE>

Gizmondo also is equipped with a unique global  positioning  system;  it's wired
for GSM  tri-band  networks  so it can be used on five  continents;  it supports
Bluetooth wireless technology; it has USB connection capabilities;  and with its
removable memory cards, it provides users with unlimited storage. In addition to
having more features and functions  than any  competing  units,  Gizmondo is the
only device among this new generation of completely  mobile gaming consoles that
uses a version of Microsoft Windows (CE.NET) as its operating system.

Telematics

The Company's  secondary  business  strategy is to supply high value  telematics
units  to  business  users  for  fleet   management,   anti-theft  and  security
applications.  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  Company's   telematics   products   provide   vehicle
communications  gateways,  combining  telecommunications  and Global Positioning
System (GPS) technologies to provide security and  communications  solutions for
fleet management.  The Company  primarily markets its fleet management  products
and services to companies  with  multiple  movable  assets and or vehicles.  The
Company   believes  that  its  telematics   products  should  afford   customers
significant operating and insurance cost savings.

Relationship with Major Customers

The  Gizmondo is a  developmental  stage  product  that has only  recently  been
marketed and sold to the general public in a limited fashion.  Consequently, the
Company has no current large customers but has entered into various distribution
and representation agreements as detailed in the Growth Strategy section above.

Suppliers

The Company  developed the Gizmondo  internally but the manufacture is completed
by  outside  parties.  As  discussed  in  the  Growth  Strategy  section  above,
Flextronics is the Company's volume  manufacturer  for Gizmondo units.  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 for the manufacture
of Gizmondo units.  Additionally,  the Company relies on Flextronics as the sole
manufacturer of Gizmondo units. Therefore interruptions in supply or manufacture
or price  changes in the items  purchased  by the Company  could have a material
adverse effect on the Company's operations.




                                       5
<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 commercial sales in the
Gizmondo segment:

     o    Direct sales via internal commissioned sales force

     o    Large  representative  agencies  that  specialize  in retail sales and
          customer base

During 2005, the Company expects to launch the Gizmondo in different  geographic
markets starting in the UK initially, then in Continental Europe and then in the
US.

Competition

Competition  in  gaming  mobile  handheld  products  includes  perennial  leader
Nintendo  with its  gameboy  advance,  Nokia  with its  N-Gage  and new  product
offerings from Tapwave and Sony.

The  handheld  gaming  market in the last ten years has been led by one dominant
player -  `Nintendo  Gameboy'.  Since  the  introduction  of Nokia  N-Gage,  the
handheld  gaming market is beginning to evolve with the  introduction of various
multi-functional devices.

Within the handheld gaming market  category there are two principal  competitors
who together control substantially all of the handheld gaming market:

     o    Sony  Playstation  Portable - A handheld  gaming  console  with a 4.5"
          screen  that also has the  ability  to play video from Sony UMD discs.
          Functionality is limited,  and `add-on' components will be required in
          order to extend functionality. In the management's view, Sony PSP will
          secure market share during their launch period (Summer 2005 - Europe).

     o    Nintendo DS - Nintendo DS is the next generation gaming console within
          the  Gameboy  family.  Targeted  at the  under  16 age  category,  the
          functionality  is limited to gaming functions only. The unique selling
          point of the Nintendo DS is its dual screen.

Intellectual Property

The Company  markets its products under the name Tiger  Telematics and Gizmondo.
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 has filed to trademark its name and logo and has patents pending for
the Gizmondo.

Employees

As of March 1, 2005,  the Company had  approximately  158 employees and contract
agents, including 50 administrative,  15 sales and marketing, 90 game developers
and 3  persons  responsible  for  warehouse  and  shipping  activities.  In many

                                       6
<PAGE>
<TABLE>
<CAPTION>

instances,  the Company  utilizes  agencies who  actually  employ the persons or
retain  employees  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 its employees to be good.

ITEM 2.  PROPERTIES

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

                                                           AVERAGE      RENEWAL
                                                  SQUARE   ANNUALIZED   EXPIRATION
LOCATION                USE                       FEET     LEASE COST   OPTION
--------                ---                       ----     ----------   ------
<S>                     <C>                       <C>      <C>          <C>

Jacksonville, Florida   Executive Office          400       $24,000     June 2005

Farnborough,            Executive Office          5,000     $404,080    October 2005
Hampshire, UK
                        Operations Office         15,000    $265,477    March 2007

Manchester, UK          Gizmondo Studios Office   5,000     $265,477    March 3, 2005 (1)

London, UK              Retail Store              2,000     $334,250    March 2011

</TABLE>
________________
(1)  In negotiation for a 15 year extension.

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

In March 2004, Jordan Grand Prix Limited,  filed suit against the Company in the
High Court of Justice,  Queen's Bench Division  (Central  Office),  London,  UK,
alleging violation of a sponsorship agreement and dated letter agreement entered
into in July 2003.  Jordan sued the Company for $30 million and alleged that the
Company  defaulted on a payment of $500,000,  due on January 1, 2004,  under the
sponsorship  agreement,  and a payment for $250,000,  due on the same date under
the letter  agreement.  On February 26, 2004, Jordan terminated both agreements.
In order to avoid  summary  judgment  in  favor of the  plaintiff,  the  Company
escrowed  with the court 70,000 shares of its common stock and prior to trial is
required to substitute  $1.5 million for the escrowed  shares.  Trial is set for
May 2005. While the Company is unable to predict the outcome of this litigation,
it believes that it has good and meritorious defenses to the suit and intends to
defend vigorously the claims made against it.

In January 2005, the Company filed a lawsuit in the Circuit Court in and for the
County  of Duval,  Florida  against  D.  Weckstein  and  Company  and  Donald E.
Weckstein,  a former  investment  advisor  to the  Company,  for  breach  of the
Company's  agreement  with the  advisor.  As  payment  for  investment  advisory
services to be rendered under the five year  agreement,  the Company  originally
issued 40,000  (1,000,000 pre reverse split) shares of common stock in 2002. The

                                       7
<PAGE>

advisor  subsequently alleged in December 2004 that as a result of the Company's
stock split in July 2004,  the Company owed him an additional  960,000 shares of
common stock to maintain his ownership in the Company at 1,000,000  shares.  The
Company is seeking a declaratory judgment from the Court that it is not required
to issue any  additional  shares to the  advisor,  as well as damages,  fees and
costs  as a  result  of  the  advisor's  breach,  including  the  return  of the
previously issued shares. The advisor has filed counterclaims for the additional
shares, damages, fees and costs.

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

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 other over the counter market under the
symbol "TGTL".  The other over the counter market sometimes  referred to as pink
sheets,  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.  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.  It was delisted from the Bulletin Board in
May 2003.

As of March 1, 2005, the Company had issued and outstanding  46.5 million shares
of Common Stock, which were held by approximately 2,450 shareholders of record.





                                       8
<PAGE>
<TABLE>
<CAPTION>

Following are the high and low closing stock prices in 2002, 2003 and 2004:

                         Fiscal Year Ended December 31,

                  2004                2003                2002                2001
                  ----                ----                ----                ----
             High       Low      High       Low      High       Low      High       Low
             ----       ---      ----       ---      ----       ---      ----       ---
<S>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1st Qtr.   $ 14.75   $  4.00   $  2.13   $   .75   $ 36.00   $ 12.75   $  --     $ --

2nd Qtr.   $ 14.75   $  9.00   $  1.00   $   .70   $ 13.50   $  6.00   $250.00   $100.00

3rd Qtr.   $ 14.70   $  6.63   $  2.00   $   .53   $  7.00   $  1.13   $187.50   $ 22.50
4th Qtr.   $ 26.30   $ 11.10   $  2.50   $  1.35   $  3.63   $  1.25   $ 46.75   $  5.75

</TABLE>

All share prices have been restated to affect a 1 to 25 reverse stock split.

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,  2003,  2002 and  2001,  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.

<TABLE>
<CAPTION>

Year ended December 31, 2003, 2002 and 2001

                                                  2003           2002           2001
                                              -----------    -----------    -----------
<S>                                           <C>            <C>            <C>
OPERATING DATA:
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE AMOUNTS)

Net Sales                                     $         8    $       284    $      --
Cost of goods sold                                     14            385           --
                                              -----------    -----------    -----------

Gross loss                                             (6)          (101)          --
General and administrative                          5,582          5,172            283
Selling and marketing                                 683            597           --
                                              -----------    -----------    -----------

Operating income                                   (6,271)        (5,870)          (283)
Other income (expenses)                            (1,496)        (4,827)          --
Interest expense, net                                 (45)           (38)          (145)
                                              -----------    -----------    -----------
Net loss from continuing operations                (7,812)       (10,735)          (428)
                                              -----------    -----------    -----------

Net loss from discontinued operations               (--)            (353)          (871)
                                              -----------    -----------    -----------
Net Loss                                           (7,812)       (11,088)        (1,299)
                                              ===========    ===========    ===========

Basic and diluted net loss per common share   $   (1.6586)   $   (3.9278)   $   (0.5978)
                                              ===========    ===========    ===========

Weighted average shares of outstanding          4,710,208      2,822,876      2,173,099
                                              ===========    ===========    ===========

</TABLE>

                                       9
<PAGE>

                                                December 31,
                                            2003          2002
                                         ----------    ----------
             BALANCE SHEET DATA:
             (IN THOUSANDS)
             Working capital             $   (8,755)   $   (5,398)
             Total assets                       436           647
             Total liabilities                9,004         5,952
             Stockholders' deficit           (8,567)       (5,305)

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 and
are made  pursuant  to the safe  harbor  provisions  of the  Private  Securities
Litigation Reform Act of 1995. 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.
Investors are cautioned that these  forward-looking  statements reflect numerous
assumptions  and involve risks and  uncertainties  that may affect the Company's
business and prospects and cause actual results to differ  materially from these
forward-looking statements. Among the factors that could cause actual results to
differ are the Company's operating history;  competition; low barriers to entry;
reliance on strategic relationships;  rapid technological changes;  inability to
complete  transactions  on  favorable  terms;  consumer  demand  for video  game
hardware  and  software;  the  timing  of the  introduction  of  new  generation
competitive  hardware  systems;  pricing changes by key vendors for hardware and
software and the timing of any such changes, and the adequacy of supplies of new
software products.

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.

General Overview

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

                                       10
<PAGE>

During 2001 and the first half of 2002, the Company's principal business was the
retail  sale of  flooring  products,  including  carpet,  area  rugs,  wood  and
laminates,  at discount prices, to commercial and retail customers.  The Company
announced the discontinuation of the flooring business on June 6, 2002, and sold
the  related  assets on August 9,  2002.  The  flooring  segment is treated as a
discontinued operation in the financial statements.

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

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

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

Results of Operations

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 2002, of which $102,047 was
shipped in fourth quarter. There are no comparables for the prior year since the
telematics unit was not acquired until February 2, 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 at that time was 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 did not continue in 2003 as the
Tiger Telematics,  Ltd. business,  focused mostly in Scandinavian countries, was
sold in December 2002.

                                       11
<PAGE>

Gross  Loss:  Gross  loss was  $(101,238)  for the  twelve  months of 2002.  The
telematics  products  reported a lower than anticipated gross profits as part of
the  initial  strategy  used to  introduce  its new  product in the  marketplace
earlier in 2002. A critical  mass of  shipments is a key to improving  the gross
profit  margin.  This was evident by results for fourth  quarter where the gross
profit was $44,629 or about 40%.  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 could 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 might  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 completion.

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

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

In addition,  the  development  of Tiger  Telematics  Ltd.  (now sold) and Tiger
Telematics  Europe  Ltd.  also  contributed  to the  increase in the general and
administrative  expenses  of the  Company.  Expenditures  were made to obtain to
obtain the coveted  Thatcham Q class rating for the TT7000 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  conducted trials of the product in Europe that
costs the company currently but may result in the shipment of devices for entire

                                       12
<PAGE>

fleets of the  customers  currently in the trial stage.  Expenditures  have been
made in developing several new products  including Child Tracker devices.  Tiger
Telematics,  Inc.  anticipates  a decrease  in its  general  and  administrative
expenses  in future  periods  with the sale Tiger  Telematics  Ltd.  In order to
reduce expenditures the Company has downsized and relocated its corporate office
in the U.S. and in England to smaller  less  expensive  facilities.  The Company
also incurred costs during the 3rd 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
wrote down the remaining assets acquired from Comworxx, Inc.

Other Expenses:  Other expenses for the twelve months of 2002 were $5,171,731 as
compared to $145,607 in 2001.  $4,884,733 of the amount  relates to the non-cash
write-down of the impaired  goodwill and other  intangibles  from  acquisitions,
principally the assets of Comworxx,  Inc. 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 fourth quarter
of $2,103,830  relates to the loss on sale of Tiger  Telematics  Ltd.  where the
intangible  assets carried on the Company's  balance sheet of the order book and
Scandinavian  distribution agreement were written off with the sale of the unit.
Other expenses  consisted of interest expense on loans of $37,712 and a currency
transaction loss of $189,724.  The currency transaction adjustment accounted for
virtually  all of the  change  in this  category  and is due to the  drop in the
dollar  currency  relative  to the  sterling  since  the  acquisition  of  Tiger
Telematics Ltd. in February 2002 and the impact of the sale of Tiger  Telematics
Ltd. in December 2002.  Interest in 2002 of $37,712 is $107,888 or 74% less than
in 2001. This reflects the lower interest  charged on shareholder debt as it was
mostly converted into equity in 2002.

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

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.

Net Loss: The Company incurred a total loss of $11,087,747 for the twelve months
of 2002.  $4,884,733  was the  non-cash  loss  from the write  down of  impaired
goodwill,  principally  related to the  acquisition  of the assets of Comworxx ,
Inc.  and a  related  $407,000  write-down  of the  remaining  assets  from  the
Comworxx,  Inc.  purchase.  $2,103,830  was the write down of the order book and
distribution  agreement  as a part of the loss on the  sale of Tiger  Telematics
Ltd. in December.  $1,152,713  reflected a non-cash  provision for the potential
contingent  liabilities related to the bankruptcy and subsequent  liquidation of
the buyer of Floor Decor LLC and its assets, which occurred in April 2003.

                                       13
<PAGE>

Twelve  months-ended  December  31,  2002  compared to the twelve  months  ended
December 31, 2003

Net Sales:  Sales for 2002 were  $283,730 and were from the entity that was sold
on December 17, 2002 as compared to sales of $8,317 for 2003. The sales drop was
due to returns  from  client  trials.  This  reduction  in sales from the twelve
months ended  December 31, 2003 as compared to the twelve months ended  December
31,  2002 is  principally  due to not having  unit sales from the sold entity of
Tiger  Telematics  Ltd.  (sold in  December  2002)  that  reported  sales in the
comparable period of 2002. With Gizmondo Europe Ltd., the Company was focused in
2003 on building its next  generation of product with  enhanced  features and in
developing  accounts and doing trails in the rental car business areas. In first
quarter 2003 trials were under way at a rental car a concern.  Those trials were
concluded  successfully  in second  quarter 2003 but a contract was not received
from the enterprise.  The company was focused from the third quarter 2003 onward
on primarily  developing its handheld  wireless  multi-entertainment  device now
named Gizmondo.

Gross Loss:  Similarly,  gross losses were  ($101,238) for 2002 and ($5,279) for
2003. The 2003 results reflect the change to a development  company.  The impact
of recording  returns from trials created the negative gross margin in 2003. The
lower loss  recorded  was the result of not  having  the Tiger  Telematics  Ltd.
numbers in the 2003  results.  The Company made an initial  investment  in a new
child tracker  product that was abandoned  later in 2003 when the focus switched
to a gaming handheld entertainment device now named Gizmondo.

Selling Expenses:  Selling expenses for 2002 were $597,188.  For 2003,  expenses
were $683,708 due to marketing of the new Gizmondo product to be released later.
Much of the increase can be attributed to the transformation of the Company into
a  development  concern  with a focus in early  2003 on  selling  to rental  car
concerns and developing  new products such as the Gizmondo.  Most of this actual
cost related to the  establishment of potential orders for rental car telematics
products and a UK based motor bike company that  produced  motor bikes in China.
Both of the projects  have since been dropped from the  Company's  plans for the
future.  The  Company  also made an initial  investment  in a new child  tracker
product  that was  abandoned  later in 2003  when the focus  switched  to gaming
handheld entertainment device.

General and Administrative  Expenses:  General and  administrative  expenses for
2003 were  $5,581,750 as compared to  $5,171,731 in 2002 or down over  $400,000.
This decrease came from the lower costs with the divestiture of Tiger Telematics
Ltd. in December  2002 and the  associated  staff  reductions  from the sale. In
order to further  reduce  expenditures  the Company  downsized and relocated its
corporate office in late 2002 and continued to operate at a reduced cost rate in
2003 as compared to the same time period in 2002. These staff reductions reduced
costs and  allowed  the  Company to sustain  operations  but it delayed  certain
filings with regulatory  bodies and made the Company's  control system extremely
reliant on fewer persons than would normally be the case. Expenditures were made
to  configure  the  Telematics  products to obtain the coveted  Thatcham Q class
rating for the product.  This rating may allow insurance  companies to provide a
discount in costs to users of the  Company's  telematics  devices.  Expenditures
have been made in  developing  several  new  products  including  Child  Tracker
devices (since  terminated)  and the Gizmondo gaming  handheld  devices.  All of
these  specifically  designated  development  expenses in 2003 were  expensed as
incurred and were not capitalized for financial reporting purposes.  The Company
anticipates  an increase in its  general and  administrative  expenses in future
periods as part of its product development strategy.

                                       14
<PAGE>

Other  Expenses:  Other  expenses  for  2003  were  $1,541,712  as  compared  to
$4,864,160  when  the  write-off  of  goodwill  was  completed.  Other  expenses
consisted of interest expense on loans of $45,424 and currency transaction gains
of  $47,442.  The  currency  transaction  gain is due to the drop in the  dollar
currency  relative to the sterling  since the beginning of the year and carrying
foreign based assets on the balance sheet. Interest in 2003 of $45,424 is $7,712
higher than in 2002 as the Company had interest costs on UK notes payable.

Net  Loss  from  continuing  operations:  The  Company  reported  a net  loss of
$(7,812,449)  from  continuing  operations  in 2003 as compared to a net loss of
$(10,734,317)  in 2002.  The  primary  improvement  was not having the good will
write off in 2003. The loss was also lower due to the costs  associated with the
divested Tiger  Telematics  Ltd. no longer  included in operations  since it was
sold, not having the write down of impaired goodwill and other intangible assets
that occurred in 2002 in the numbers for 2003 and the cost reductions undertaken
in late 2002. Management does anticipate that its losses in future quarters will
grow materially as it expenses  development costs,  content costs, and marketing
costs for the gaming device Gizmondo.

Net Loss from discontinued  operations:  Discontinued  operations recorded a net
loss of $0 in 2003 as compared to a loss of $353,430 in 2002.  The  operation of
flooring  segment was  discontinued in June 2002. On August 9, 2002, the Company
sold the assets of the flooring  segment  effectively  eliminating  that segment
going forward from that date.

Net  Loss:  Although  the  Company  reported  an  operating  loss  for  2003  of
$7,812,449,  a substantial  portion of the loss consists of expenses incurred in
developing  the Gizmondo  product line.  The loss was 28% less in the prior year
when the goodwill and other intangibles write-offs were taken. The difference is
attributed the divestiture of Tiger Telematics Ltd. and not having its losses in
the 2003 results,  the  elimination  of the write down of impaired  goodwill and
other  intangibles  that occurred in 2002 and the cost reductions  taken in late
2002 that helped  results for the twelve months ended  December 31, 2003.  There
will  be  no  discontinued  operation  impacting  2003  going  forward.  The  UK
subsidiary will incur  significant  costs in the development of its new products
and in marketing them. Management anticipates that future net losses per quarter
will be considerable  higher then recent  quarters as the Company  increases the
expenditures in product development and marketing for Gizmondo.

Liquidity and Capital Resources

The Company does not have any off-balance  sheet  arrangements  that have or are
reasonably likely to have a current or future effect on its financial condition,
revenues or expenses, results of operations,  liquidity, capital expenditures or
capital resources that are material to investors.

In 2002 and during 2003 the Company  funded its  operating  losses and  start-up
costs  principally with loans from stockholders or other parties and through the
issuance of shares of commons  stock.  Without  such equity  funding the Company
would not have been able to  sustain  operations.  In the  twelve  months  ended
December 31, 2003, the Company's working capital improved slightly. This was the
result of a decrease in current  assets,  consisting  of  decreases  in accounts
receivable  of  $114,544,  inventory  of  $127,919,  prepaid  expenses and other
current assets of $83,821 and liabilities of discontinued operations of $15,530,
offset by increases in current liabilities,  consisting of increases in accounts
payable of  $2,216,648,  and  decreased  by  reduction  of accrued  expenses  of
$211,639  and  decreased  by a  reduction  of  liabilities  to  stockholders  of
$1,201,594.  Approximately  $1,000,000 of the payables relates to Tiger USA, and
reflects  contingent  liabilities  allegedly assumed in the purchase  agreement.

                                       15
<PAGE>

These liabilities are of the subsidiary Tiger USA and may not be the obligations
of Tiger  Telematics,  Inc. although they are carried as Accounts Payable on the
Consolidated  Balance Sheet. As discussed in Note I.  Acquisitions,  the Company
believes  that the seller may have  misrepresented  the nature of the assets and
the viability of the associated  business at the time of the  transaction.  As a
result the Company retained legal counsel to advise it of its rights against the
shareholders  of the seller to  recover  certain  sums or to rescind  the entire
transaction.  In June 2004,  the Company  issued  160,000  (and  $80,000 held in
escrow) of the contingent shares in full settlement of this matter.

Also, in the twelve months ended December 31, 2003 the amounts due  stockholders
reduced  $1,201,594 as a result of the debt conversions of certain stock holders
to equity not fully offset by continued loans from  stockholders.  There is also
certain  pending  litigation and other issues facing the Company as disclosed in
Note K Contingencies.

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  principally  from  accredited  foreign
investors. See also Note D Equity. On August 9, 2002 the Company sold the assets
of the flooring  division  including this  inventory,  which improved  liquidity
requirements  during  the  balance  of 2002 and in first  quarter of 2003 as the
purchaser  retired  certain  obligations  which were removed from the  Company's
balance  sheet.  The Company  continued  to issue  shares of Common Stock in the
twelve  months  ended  December 31, 2003 and in 2004 and in early 2005 to retire
certain obligations due for payment.

The Company incurred  operating losses in 2002 and in 2003 of $(11,087,747)  and
$(7,812,449)  respectively.  The losses were at a much lower rate in 2003 due to
cost reductions and divestures of unprofitable  concerns.  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 primarily from the sale
of  Common  Stock  and  warrants  through  private  placement  and  other  share
subscription agreement transactions as detailed in Note C. Equity Transactions.

The Company  will seek to raise  additional  equity  capital and obtain trade or
bank financing as needed to fund the  development and the launch of the Gizmondo
product in different regions as needed.  However, there can be no assurance this
additional  capital or other  financing  will be  available,  or if available on
terms reasonably acceptable to the Company. AS of December 31, 2004, the Company
has stockholder's deficiency of $8,567,467.

At  December  31,  2003,  9,498,105  shares  of common  stock  were  issued  and
outstanding. Since that date, the Company has issued an additional approximately
37  million  shares in  numerous  private  transactions  (a) for cash,  (b) upon
conversion  of debt,  accounts  payable or other  liabilities,  (c) for goods or
services provided by vendors, strategic partners, professionals, consultants and
employees and (d) in connection with the acquisition of assets. In each case the
Company  recorded  capital surplus based upon the price of the Company's  common
stock at the time of issuance or  agreement to issue,  discounted  in some cases
due to  restrictions  on sale by recipients.  The aggregate  amount recorded was
approximately  $172 million,  including the above described shares.  During such
periods the Company also issued  warrants to purchase  and  aggregate of 495,525
shares of common  stock at  exercise  prices  ranging  from  $5.00 to $11.25 per
share.


                                       16
<PAGE>

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles
generally  accepted  in the  U.S.  requires  management  to make  estimates  and
assumptions  that affect the  amounts  reported  in our  consolidated  financial
statements and accompanying notes.  Management bases its estimates on historical
experience and various other  assumptions  believed to be  reasonable.  Although
these estimates are based on  management's  best knowledge of current events and
actions  that may  impact the  company  in the  future,  actual  results  may be
different from the estimates.  Our critical  accounting  policies are those that
affect our financial statements materially and involve difficult,  subjective or
complex  judgments by management.  Those policies are stock-based  compensation,
income taxes, goodwill impairment and revenue recognition.

Stock-Based Compensation
------------------------
We have chosen to account for stock  options  granted to employees and directors
under the recognition and measurement  principles of Accounting Principles Board
Opinion No. 25 instead of the fair value recognition provisions of SFAS No. 123,
"Accounting  for  Stock-based   Compensation,"  as  amended  by  SFAS  No.  148,
"Accounting for Stock-based Compensation Transition and Disclosure."

In addition,  the Company has routinely exchanged shares of its common stock for
services and in satisfaction of debt owed by the Company to shareholders. Common
stock  exchanged for services from unrelated  parties and suppliers is valued at
the  negotiated  values  for such  common  stock.  Common  stock  exchanged  for
shareholder  debt is valued at recent  market  values for  common  stock sold to
unrelated  investors.  The difference between this "market value" and the amount
of the debt satisfied is charged to operations.

Income Taxes
------------
The  calculation  of the Company's  income tax  provision and related  valuation
allowance  is complex and requires  the use of  estimates  and  judgments in its
determination.  As  part  of the  Company's  evaluation  and  implementation  of
business strategies, consideration is given to the regulations and tax laws that
apply  to the  specific  facts  and  circumstances  for  any  transaction  under
evaluation.  This analysis  includes the amount and timing of the realization of
income tax liabilities or benefits. Management closely monitors tax developments
in order to  evaluate  the effect  they may have on the  Company's  overall  tax
position.

Impairment of Goodwill and Other Intangible Assets
--------------------------------------------------
Goodwill represents the excess of the cost of an acquisition over the fair value
of the net assets  acquired.  The Company  tests  goodwill and other  intangible
assets on an  annual  basis,  or more  frequently  if  events  or  circumstances
indicate  that there may have been  impairment.  The  goodwill  impairment  test
estimates the fair value of each reporting unit, through the use of a discounted
cash flows model,  and compares this fair value to the reporting unit's carrying
value.  The goodwill  impairment  test requires  management to make judgments in
determining  the  assumptions  used  in the  calculations.  Management  believes
goodwill is not impaired and is properly recorded in the financial statements.

Revenue recognition
-------------------
The Company  enters into  agreements  to sell  products  (hardware or software),
services,  and other  arrangements  that  include  combinations  of products and
services.  Revenue from product sales, net of trade discounts and allowances, is
recognized provided that persuasive evidence of an arrangement exists,  delivery
has  occurred,  the  price is  fixed  or  determinable,  and  collectibility  is
reasonably assured.  Delivery is considered to have occurred when title and risk
of loss have  transferred  to the  customer.  Revenue is reduced  for  estimated

                                       17
<PAGE>

product returns and distributor  price protection,  when appropriate.  For sales
that include customer-specified acceptance criteria, revenue is recognized after
the acceptance  criteria have been met. For products that include  installation,
if the  installation  meets the criteria to be  considered  a separate  element,
product  revenue is recognized  upon delivery,  and  recognition of installation
revenue occurs when the installation is complete. Otherwise, neither the product
nor the  installation  revenue is recognized until the installation is complete.
Revenue from services is deferred and recognized over the contractual  period or
as services are rendered and accepted by the customer. When arrangements include
multiple  elements,  we use objective evidence of fair value to allocate revenue
to the elements and recognize revenue when the criteria for revenue  recognition
have been met for each  element.  The amount of product  revenue  recognized  is
affected  by our  judgments  as to  whether  an  arrangement  includes  multiple
elements and if so,  whether  vendor-specific  objective  evidence of fair value
exists for those  elements.  Changes to the elements in an  arrangement  and the
ability to establish vendor-specific objective evidence for those elements could
affect the  timing of the  revenue  recognition.  Most of these  conditions  are
subjective and actual results could vary from the estimated  outcome,  requiring
future adjustments to revenue.

Recently Issued Accounting Standards

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

In June 2001, the FASB 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, and is currently  evaluating the effect that  implementation of
the new standard may have on its results of operations and financial position.

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

                                       18
<PAGE>

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

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

SFAS 148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation,
to provide  alternative methods of transition for a voluntary change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  this Statement amends the disclosure requirements of Statement 123 to
require prominent  disclosures in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on  reported  results.  SFAS No. 148 became  effective
after December 31, 2002.

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

SFAS150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously  classified as equity.  Some of the provisions of this Statement
are  consistent  with the current  definition  of  liabilities  in FASB Concepts
Statement No. 6, Elements of Financial  Statements.  The remaining provisions of
this  Statement  are  consistent  with  the  Board's  proposal  to  revise  that
definition to encompass certain  obligations that a reporting entity can or must
settle  by  issuing  its own  equity  shares,  depending  on the  nature  of the
relationship   established  between  the  holder  and  the  issuer.  For  public
companies,  SFAS No.  150 became  effective  after June 15,  2003.  The  Company
believes that, at the present time, it has no  instruments  that fall within the
scope of this pronouncement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No market risk sensitive instruments



                                       19
<PAGE>

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.

ITEM 9A. CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures. As required by Rule 13a-15
under the  Exchange  Act, as of December 31,  2003,  the Company  carried out an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures.  This evaluation was carried out under the
supervision and with the  participation of the Company's  management,  including
the Company's  President and Chief  Executive  Officer,  and the Company's Chief
Financial Officer. Based upon that evaluation, the Company's President and Chief
Executive Officer, and Chief Financial Officer have concluded that the Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in the
Company's periodic SEC filings.  Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be
disclosed  in Company  reports  filed or  submitted  under the  Exchange  Act is
recorded, processed,  summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rule and forms.  Disclosure controls
and procedures  include,  without  limitation,  controls  procedures designed to
ensure that information  required to be disclosed in Company reports filed under
the Exchange Act is accumulated  and  communicated  to  management,  include the
Company's Chief Executive  Officer,  and Chief Financial Officer as appropriate,
to allow timely decisions regarding required disclosures.

(b)  Changes in  internal  controls.  There  have been no  changes  in  internal
controls or in other  factors  during our most recent  fiscal  quarter  that has
significantly  affected  or is  reasonably  likely to  significantly  affect our
internal  controls over financial  reporting,  including any corrective  actions
with regard to significant deficiencies and material weaknesses.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

Michael Carrender
Director since 2002

Mr. Carrender,  age 51, has been the Chief Executive Officer and Chief Financial
Officer of the Company  since  August  2003 and was  previously  Executive  Vice
President and Chief  Financial  Officer of the Company since  February 2002. Mr.
Carrender served as President and Chief Executive  Officer of Crowe Rope, a unit
of JPBE,  Inc., a manufacturer of cordage  products,  from January 1999 until he
joined the  Company in  February  2002.  He was an  independent  consultant  for
various  companies  prior to joining  Crowe.  He was Vice  President and General
Manager of Mail Well Inc., a New York Stock Exchange printing Company, from 1997

                                       20
<PAGE>

to 1998. Before he became a consultant,  he was with Consolidated  Packaging,  a
publicly traded multi-plant paper converting company, for seventeen years during
which he held  positions  of  Treasurer  (1979-1983),  Chief  Financial  Officer
(1984-1989),  Chief  Operating  Officer  (1988-1989),  and  President  and Chief
Executive Officer (1989-1996). Mr. Carrender holds a BA and an MBA in Finance.

Carl Freer
Director since August 2004

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

Steve Carroll
Director since August 2004

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Company  during the year ended December 31, 2003, and upon a review of Forms
5 and amendments thereto furnished to the Company with respect to the year ended
December 31, 2003, or upon written representations  received by the Company from
certain  reporting  persons that such persons were not required to file Forms 5,
the Company believes that no director,  executive officer or holder of more than
10% of the  outstanding  shares of common stock failed to file on a timely basis
the  reports  required by Section  16(a) of the  Exchange  Act  during,  or with
respect to, the year ended December 31, 2003.

                                       21
<PAGE>
<TABLE>
<CAPTION>

Code of Ethics

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

Audit Committee Financial Expert

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

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

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

                                           Summary Compensation Table
                                            Annual Compensation (1)

                                                                       Restricted   Securities
Name and Principal                                      Other Annual   Stock        Underlying        LTIP     All Other
Position               Year      Salary         Bonus   Compensation   Awards       Options/Shares   Payouts  Compensation
--------               ----      ------         -----   ------------   ------       --------------   -------  ------------
<S>                    <C>       <C>            <C>     <C>            <C>          <C>              <C>      <C>
Michael W. Carrender   2003   $200,000.00 (2)   $   -         -          -                  -           -          -

Chief Executive        2002   $ 78,564.83       $   -         -          -            144,000 (3)       -          -
Officer

A. J. Nassar           2003   $      -          $   -         -          -                  -           -          -
Former Chief           2002   $      -          $   -         -          -                  -           -          -
Executive Officer      2001   $ 50,000.00       $   -         -          -                  -           -          -
and Chairman of the           $ 37,266.00 (4)   $   -         -          -                  -           -          -
Board until July
2003

Jonathan Landers (5)   2003   $      -          $   -         -          -                  -           -          -
Former President and   2002   $      -          $   -         -          -                  -           -          -
Chief Executive        2001   $      -          $   -         -          -                  -           -          -
Officer

</TABLE>

_____________________
(1)  No officer received perquisites in an amount greater than the lesser of (a)
     $50,000 or (b) 10% of such officer's total salary plus bonus.
(2)  Mr. Carrender joined the Company in February 2002. Represents salary earned
     by Mr. Carrender,  $38,008.12,  which was accrued and unpaid as of December
     31, 2002.
(3)  144,000  shares  granted in August 2002 at market price on date of issuance
     and vest per schedule below.
(4)  Represents  salary earned by Mr. Nassar from May 22, 2001 through  December
     31, 2001,  $35,343 of which was accrued and unpaid as of December 31, 2001.
     The salary level at the time of resignation was at $100,000 per annum.  Mr.
     Nassar resigned as CEO on June 28, 2002.
(5)  Mr.  Landers  resigned  as  President  and Chief  Executive  Officer on May
     22,2001.

                                       22
<PAGE>
<TABLE>
<CAPTION>

Option Grants

As of December 31, 2003,  there were no stock  options  granted  pursuant to the
Company's stock option plan.

The following  table sets forth certain  information  concerning the exercise of
options  and the  value of  unexercised  options  held  under  the 2001 Plan and
outside of the 2001 Plan at December 31, 2003 by the  individuals  listed in the
Summary Compensation Table.

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

                                            Number of Securities         Value of unexercised
                                            Underlying Unexercised       In-the-Money Options
              Shares                        Options/Shares Fiscal        Shares at Fiscal
              Acquired on    Value          Year-End(%)                  Year-End($) Acquired on
Name          Exercise       Realized($)    Exercisable/Unexercisable    Exercisable/Unexercisable
----          --------       -----------    -------------------------    -------------------------
<S>           <C>            <C>            <C>                          <C>
Michael W.
Carrender        --             --               72,000/72,000                $72,000/$72,000

</TABLE>
_________________
(1)  In negotiation for a 15 year extension.

(2)  Represents  the  difference  between  the last  reported  sale price of the
     common stock on December  31, 2003  ($2.50) and the  exercise  price of the
     shares  of the  options  at  $1.50  multiplied  by the  number  of  options
     exercised.


Compensation of Directors

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

Stock Option Plan

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

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

Shares Authorized for Grant.  Subject to the anti-dilution  provisions discussed
below, there are 8,000,000 shares of common stock reserved for issuance upon the
exercise of options (now 320,000  following  the 25 for 1 reverse  split of July
30, 2004).  Such shares may be authorized,  but unissued shares of common stock,
or reacquired  shares.  Shares  subject to options  granted under the 2001 Plan,
which have lapsed or  terminated  may again be subject to options under the 2001
Plan. No options to purchase  shares of common stock have been granted under the
2001 Plan as of December 31, 2001 but 144,000 were granted in 2002 and none were
granted in 2003.

Administration  of the 2001 Plan. The 2001 Plan is  administered by the Board of
Directors or by a committee  consisting of two (2) or more outside directors who
are appointed by the Board (the "Committee").  Subject to the express provisions
of the 2001 Plan, the Board or such Committee has the authority to interpret the
2001 Plan, to prescribe, amend and rescind rules and regulations relating to the
2001 Plan, to determine the terms and  provisions  of option  agreements  and to
make all other  determinations  necessary or advisable for the administration of
the 2001 Plan.  Any  controversy  or claim arising out of or related to the 2001
Plan, or the options granted thereunder,  is determined  unilaterally by, and at
the sole discretion of, the Committee.

                                       23
<PAGE>

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

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

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

Change in Control.  All options  granted under the 2001 Plan become fully vested
and immediately exercisable upon the occurrence of a "Change of Control."

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

Nontransferability  of  Options.  Options  granted  under  the 2001 Plan are not
transferable other than by will or the laws of descent and distribution, and may
be exercised  during the  optionee's  lifetime only by the  optionee.  Upon such
optionee's death, the beneficiary of the optionee's estate shall have the lesser
of (a) the  remaining  term of such  option  or (b) one year for the  optionee's
death within which to exercise such options.

                                       24
<PAGE>

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

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

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

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

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

                                       25
<PAGE>

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

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

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

Employment Contracts and Termination and Change-In-Control Arrangements

As of December  31,  2003,  the Company  has not  entered  into any  employment,
termination or change-in-control agreement with any of its executive officers.

Compensation Committee Interlocks and Insider Participation

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

Shareholder Return Performance

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


                                       26
<PAGE>
<TABLE>
<CAPTION>

                         12/31/2001       12/31/2002       12/31/2003
                       --------------   --------------   --------------

TGTL                       100.00            63.13            43.48

S&P 500                    173.12           130.53           163.51

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

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

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

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Commission  and  includes  voting  or  investment  power  with  respect  to  the
securities.

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

                                                      Amount and Nature     Percent
                           Name of Beneficial Owner   of Beneficial Owner   of Class
                           ------------------------   -------------------   --------
<S>                        <C>                        <C>                   <C>
Directors and Executive    Michael W. Carrender (1)       1,924,036            4.0%
Officers:

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

                           Steve Carroll (3)                565,000              *

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

</TABLE>
_______________________
1    Includes  144,000 shares issuable upon exercise of incentive stock options,
     shares held in joint account with spouse and  individually.  The address of
     Mr. Carrender is 10201 Centurian  Parkway N., Suite 600,  Jacksonville,  FL
     32256.
2    Includes  shares  held  by  spouse  and in the  names  of  three  dependent
     children.  The address of Mr.  Freer is One Meadow  Gate Park,  Farnborough
     Business Park, Farnborough, Hampshire, UK GU14 6FG.
3    Mr.  Carroll's  address  is One Meadow  Park,  Farnborough  Business  Park,
     Farnborough, Hampshire, UK GU14 6FG.

                                       27
<PAGE>
<TABLE>
<CAPTION>

Equity Compensation Plan Information

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


                                                                                  Number of Securities
                        Number of Securities to                                   Remaining Available for Future
                        be Issued Upon Exercise   Weighted-Average Exercise       Issuance Under Equity
                        of Outstanding Options,   Price of Outstanding Options,   Compensation Plans (Excluding
Plan Category           Warrants and Rights       Warrants and Rights             Securities Previously Issued)
-------------           -------------------       -------------------             ----------------------------
<S>                     <C>                       <C>                             <C>
Equity Compensation          216,000 (4)                144,000                              --
Plans Approved by
Security Holders

Equity Compensation             --                         --                                --
Plans not Approved by
Security Holders

Total                        216,000                    144,000                              --

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  had a 10%  demand  note  payable  to Alvin J.  Nassar,  its former
Chairman and Chief Executive Officer,  in the amount of $852,789 and $841,064 as
of December 31, 2001 and 2000,  respectively.  Interest  expense related to this
note amounted to $86,337 and $19,499 for the periods ended December 31, 2001 and
2000,  respectively.  Also, as of December 31, 2001 and 2000, the Company owed a
total of $180,382 to Mr.  Nassar on a  non-interest  bearing  demand  note.  The
amount of $554,500 of this debt was  converted to equity  subsequent to December
31, 2001 for a total of 1,386,250 (pre reverse split) shares of common stock and
warrants exercisable for 1,250,000 (pre reverse split) shares of common stock at
a price of $.75. The warrants expired in December 2003 and were not exercised.

In the  fourth  quarter  of 2002,  the  Company  issued  182,070  shares  to two
shareholders,  Mr. Nassar and Mr. Ed Kinney,  the Company's  President until May
2002 to convert  $455,761 of debt to equity at $2.50 per share. No warrants were
issue in this transaction.

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

In 2002, the obligations under the employment contract of then President and COO
Robert Francis was settled in November 2002 in an agreement  whereby the Company
issued 40,000 post reverse split shares of its common stock in full satisfaction
of all obligations.

                                       28
<PAGE>

As of December 31, 2002 the Company owed Michael W. Carrender  $38,008 in salary
and $12,000 in reimbursable  expenses.  As of December 31, 2003 the Company owed
Mr. Carrender $136,570 in accrued salary.

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

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

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

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

Audit Related Services

The Company have was billed $40,000 and $60,000 for the years ended December 31,
2003 and 2002, respectively,  for the review of financial statements included in
our  periodic  and  other  reports  filed  with  the   Securities  and  Exchange
Commission. In addition, the UK audit firm billed $47,000 in 2003 for reviews of
Gizmondo  Europe  Ltd.  subsidiary  for  inclusion  in the  Company's  quarterly
filings.

Tax Fees

The Company was also billed $0 and $0 for the years ended  December 31, 2003 and
2002,  respectively,  for  various  income tax returns  although  amounts may be
required to file the 2002/2003 tax return.


                                       29
<PAGE>

Additional Fees

The  Company  was not billed  any fee for the years  ended 2003 and 2002 for any
products  and  fees  related  to  accounting   services,   including   financial
information systems design and implementation.


                                    PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


         The following documents are filed as part of the report:

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

         3. List of Exhibits

Exhibit
No.                        Description



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.(1)

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)

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)

2.6      Asset Purchase Agreement to buy assets and subsidiaries of Warthog Plc.
         Dated November 3,2004.(4)

2.7      Stock Purchase  Agreement to buy shares of Integra Sp dated October 29,
         2004 subject to their shareholder approval.(5)

3.1.1    Certificate of Incorporation of the Company****

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.(6)

                                       30
<PAGE>

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(7)

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**

14       Certificate of Ethics+

21       Subsidiaries of the Company+

21.1     Eagle  Eye   exclusive   distributor   Agreement  -   Scandinavia   and
         Yugoslavia.*****

21.2     Automotive Software Agreement - Tiger Telematics Subsidiary*****

21.3     Purchase of Games from SCi License Agreement(7)

21.4     Signing of 3 year Games Agreement for Gizmondo and Disney's Buena Vista
         Games.(8)

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

32       Section 1350 Certifications

_______________________
*    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 8K dated February 19, 2002.
1    Incorporated by reference to Form 8K dated June 27, 2002.
2    Incorporated by reference to Form 8K dated August 9, 2002.
3    Incorporated by reference to Form 8K dated January 20, 2003.
4    Incorporated by reference to Form 8K dated November 5, 2004.
5    Incorporated by reference to form 8K dated November 3, 2004.
**** Incorporated by reference to Form 10SB12 B/A filed on October 19, 2000.
**** Incorporated by reference to Form 10SB12 B/A filed on October 19, 2000.
6    Incorporated by reference to Form 8K dated June 6, 2002.
***** Incorporated by reference to  Company's  Annual  Report on Form 10-KSB for
      the year ended December 31, 2001.
***  Incorporated by reference to Proxy Statement - July 11, 2001.
**   Incorporated by reference to Form 10Q second quarter June 30, 2001 filed on
     August 14, 2001.
+    Filed herewith.
7    Incorporated by reference to form 8K dated October 6, 2004.
8    Incorporated by reference to Form 8K dated December 29, 2004.


                                       31
<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 March 30, 2005.


                                         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 indicated on March 30, 2005.


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

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

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


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



                                       32
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS
                                                                            Page
                                                                            ----

Financial Statements

         Report of Independent Registered Public Accounting Firm             F-2

         Consolidated Balance Sheets                                         F-4

         Consolidated Statements of Operations                               F-5

         Consolidated Statements of Stockholders' Deficiency                 F-6

         Consolidated Statements of Cash Flows                               F-7

         Notes to Consolidated Financial Statements                          F-9












                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


We  have  audited  the  accompanying   consolidated   balance  sheets  of  Tiger
Telematics, Inc. and Subsidiaries, Inc. as of December 31, 2003 and 2002 and the
related consolidated  statements of operations,  stockholder's  deficiency,  and
cash flows for the each of the two years in the period ended  December 31, 2003.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States).  Those standard require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit also includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Tiger Telematics,
Inc. and Subsidiaries, Inc. as of December 31, 2003 and 2002, and the results of
their  operations  and their  cash flows for each of the two years in the period
ended  December 31, 2003 in  conformity  with  accounting  principles  generally
accepted in the United States of America.




GOLDSTEIN GOLUB KESSLER LLP
New York, New York
January 26, 2005,  except for the last paragraph of Note K,
as to which the date is March 22, 2005.


                                      F-2
<PAGE>

Report of Independent Registered Public Accounting Firm

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

We have audited the related statements of operations,  stockholders' deficit and
cash  flow  of  Tiger   Telematics,   Inc.   (formerly  Floor  Decor,  Inc.  and
Subsidiaries)  for the year ended December 31, 2001. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations  and cash flow of
Tiger  Telematics,  Inc. as of December 31, 2001 in conformity  with  accounting
principles generally accepted in the United States of America.

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

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

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002

                                                                    2003            2002
                                                               ------------    ------------
<S>                                                            <C>             <C>
ASSETS
Current Assets
         Cash                                                  $      8,959    $       --
         Accounts receivable                                          2,104         116,648
         Inventories                                                 35,570         163,488
         Prepaid expenses                                            45,383         129,204
                                                               ------------    ------------
                                                                     92,016         409,340

                           Total current assets                     344,376         237,196
                                                               ------------    ------------

Property and Equipment, net                                    $    436,392    $    646,537
                                                               ------------    ------------




LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities

         Accounts payable                                         3,667,646       1,450,998
         Amount due stockholders                                      9,191       1,210,785
         Notes payable - Current portion                             37,140          30,602
         Accrued expenses                                         1,750,005       1,961,644
         Deposits on common stock                                 2,247,891            --
         Liabilities of discontinued Operations                   1,168,244       1,152,713
                                                               ------------    ------------

                  Total current liabilities                       8,880,116       5,806,742
                                                               ------------    ------------

Notes payable after one year                                        123,741         145,134
                                                               ------------    ------------

                           Total Liabilities                   $  9,003,859    $  5,951,876
                                                               ------------    ------------

Stockholders' Deficiency
  Common stock - 0.001 par value
   authorized 250,000,000 and 100,000,000 shares in 2003 and
   2002 respectively.  Issued and outstanding 9,498,105 and
   3,227,457 in 2003 and 2004 respectively                            9,498           3,227
  Additional paid-in-capital                                     13,051,547       7,743,765
  Accumulated other comprehensive loss                             (763,732)           --
  Deficit                                                       (20,864,780)    (13,052,331)
                                                               ------------    ------------
                           Stockholders' deficiency              (8,567,467)     (5,305,339)
                                                               ------------    ------------

                                                               $    436,392    $    646,537
                                                               ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the years ended December 31, 2003, 2002 and 2001


                                                             2003            2002            2001
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Net Sales                                               $      8,317    $    283,730    $       --
Cost of goods sold                                            13,596         384,968            --
                                                        ------------    ------------    ------------

                  Gross Loss                                  (5,279)       (101,238)           --
                                                        ------------    ------------    ------------

Operating expenses
         Selling Expense                                     683,708         597,188            --
         General and administrative                        5,581,750       5,171,731         282,745
                                                        ------------    ------------    ------------

                  Total Operating Expenses                 6,265,458       5,768,919         282,745
                                                        ------------    ------------    ------------

                  Operating Loss                          (6,270,737)     (5,870,157)       (282,745)
                                                        ------------    ------------    ------------

Other income (expense)
         Impairment of Goodwill                                 --        (4,884,733)           --
         Loss on conversion of debt instruments           (1,543,730)           --              --
         Gain on sale of Subsidiaries                           --           248,009            --
         Currency translation gain (loss)                     47,442        (189,724)           --
         Interest expense                                    (45,424)        (37,712)       (145,607)
                                                        ------------    ------------    ------------

                  Net Loss                                (1,541,712)     (5,350,159)       (145,607
                                                        ------------    ------------    ------------

         Loss from continuing Operations                  (7,812,449)    (11,220,316)       (428,352)

         Loss from discontinued Operations                      --          (353,430)       (870,728)
                                                        ------------    ------------    ------------

                  Net Loss                              $ (7,812,449)   $(11,573,746)   $ (1,299,080)
                                                        ============    ============    ============

         Basic and diluted net loss per common share:

         Loss from continuing operations                $    (1.6586)   $    (3.8026)   $    (0.1975)
                                                        ============    ============    ============

         Loss from discontinued operations              $       --      $    (0.1252)   $    (0.4025)
                                                        ============    ============    ============

         Net Loss                                       $    (1.6586)   $    (3.9278)   $    (0.6000)
                                                        ============    ============    ============

         Weighted average shares outstanding (basic
         and diluted)                                      4,710,208       2,822,876       2,173,099
                                                        ============    ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements

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

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
              For the years ended December 31, 2003, 2002 and 2001


                                                                                          Accumulated
                                                                           Additional        other                         Total
                                                   Common Stock              Paid-in     Comprehensive   Accumulated   Stockholders'
                                                Share         Amount         Capital         loss        Deficiency     Deficiency
                                            ------------   ------------   ------------   ------------   ------------   ------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>

Balance (deficiency) at January 1, 2001               15           --     $        100           --     $   (665,504)  $   (665,404)

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

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


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

Issuance of common stock and warrants:
     Private placement                           100,498            100        876,573           --             --          876,673
     Conversion of notes payable and
     amounts due Stockholders                    335,361            350      1,987,754           --             --        1,988,089
     Acquisition of Tiger Telematics             280,000            280      2,799,720           --             --        2,800,000
     Limited
     Acquisition of Comworxx Inc.                170,531            171      1,065,646           --             --        1,065,817
     Services                                    105,600            106        446,352           --             --          446,458

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

Issuance of common stock:
   Private placement                           2,372,034          2,372      1,742,718           --             --        1,745,090
   Conversion of notes payable and amounts
   due stockholders                            3,471,514          3,472      1,727,286           --             --        1,730,758
   Services                                      427,100            427        294,084           --             --          294,475
   Other comprehensive loss:
   Foreign currency translation adjustment          --             --             --         (763,732)          --         (763,732)

Total comprehensive loss                            --             --             --       (8,576,181)          --             --

Net Loss                                            --             --             --             --     $ (7,812,449)  $ (7,812,449)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance (deficiency) December 31, 2003         9,498,105   $      9,498   $ 13,051,547   $   (763,732)  $(20,864,780)  $ (8,567,467)
                                            ============   ============   ============   ============   ============   ============

</TABLE>


                 See Notes to Consolidated Financial Statements

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2003, 2002 and 2001

                                                                   2003            2002            2001
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
Cash Flows for Operating Activities:

     Loss from continuing operations                          $ (7,812,449)   $(10,734,317)   $   (428,352)
     Loss from discontinued operations                        $       --      $   (353,430)   $    870,728)
                                                              ------------    ------------    ------------
         Net Loss                                               (7,812,449)    (11,087,747)      1,299,080)
     Other comprehensive loss                                     (763,732)           --              --

Adjustments to reconcile net loss from continuing
operations to net cash used:
     Depreciation                                                   74,173          63,924            --
     Amortization of intangible assets                                --           115,762            --
     Loss (gain) on currency transactions                             --           189,724            --
     Non-cash expenses                                             294,475         446,458            --
     Gain of sale of subsidiary                                       --          (248,009)           --
     Write down of assets of acquired company                         --           407,000            --
     Impairment of intangible asset                                   --         4,884,733            --
     Loss on conversion of debt                                  1,543,730            --              --

    Changes in assets and liabilities:
      Decrease in assets of discontinued operations                   --         1,278,443        (447,970)
      Increase (Decrease) in liabilities of
        discontinued operations                                     15,530        (735,409)        861,359

    (Increase) decrease in assets:
      Accounts receivable                                          114,544        (116,648)           --
      Inventories                                                  127,919        (163,488)           --
      Prepaid expenses                                              83,821        (129,204)           --

    Increase (decrease) in liabilities:
      Accounts payable                                           2,216,648       1,450,998            --
      Accrued expenses                                            (211,639)      1,961,644            --
      Net liabilities related to sold operations                      --         1,152,713            --

                      Net cash used in operating activities     (4,316,980)       (529,106)       (885,691)
                                                              ------------    ------------    ------------

Cash Flows From Investing Activities:
     Purchase of property and equipment                           (181,353)       (237,196)           --
                                                              ------------    ------------    ------------
                      Net cash used in investing activities       (181,353)       (237,196)           --
                                                              ------------    ------------    ------------

Cash Flows From Financing Activities:
     Issuance of common stock and warrants                       1,745,090         876,673         569,855
     Deposits on common stock                                    2,247,891            --              --
     Loans and advances from stockholders                        1,334,075         204,014         629,421
     Repayment to stockholders                                    (804,911)       (534,281)       (349,255)
     Interest on notes payable and stockholder loans
        capitalized to principal balance                              --            23,829          56,001
     Proceeds from notes payable                                      --           184,400            --
     Payments on debt
                                                                   (14,853)         (8,664)           --

                      Cash provided by financing activity        4,507,292         745,971         906,022
                                                              ------------    ------------    ------------

                               Net change in cash                   (8,959)        (20,331)         20,331

</TABLE>

                 See Notes to Consolidated Financial Statements

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

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


                                                          2003          2002           2001
                                                      -----------   -----------    -----------
<S>                                                   <C>           <C>            <C>
Cash:
     Beginning of year                                       --          20,331           --
                                                      -----------   -----------    -----------
     End of year                                      $     8,959)  $      --      $    20,331
                                                      ===========   ===========    ===========

Supplemental disclosure of Cash Flow Information:
     Cash paid for interest                           $    45,424   $    19,489    $    96,541
                                                      ===========   ===========    ===========

Supplemental Disclosure of Non-cash investing and
      Operating Activities:
        Stock issued for operating expenses           $   294,475   $   474,999    $      --
                                                      ===========   ===========    ===========

Investing Activities:
     Acquisition of businesses, net                   $      --     $ 5,845,190    $      --
                                                      ===========   ===========    ===========

Financing Activities:
     Conversion of stockholder debt to common stock   $ 3,274,488   $ 1,988,089    $      --
                                                      ===========   ===========    ===========

Acquisition of Tiger Telematics:

     Distribution Agreement                           $      --     $ 2,800,000    $      --
     Order Book                                              --         463,050           --
     Property and equipment                                  --           1,436           --
     Amounts due stockholders                                --        (944,962)          --
     Accounts Receivable                                     --         479,688           --
     Common stock issued                                     --      (2,800,000)          --
                                                      -----------   -----------    -----------
    Cash received                                     $      --     $       788           --
                                                      ===========   ===========    ===========

Acquisition of Comworxx, Inc.

     Property and equipment                           $      --     $   280,629    $      --
     Accounts receivable                                     --          27,619           --
     Goodwill                                                --       3,714,818           --
     Inventory                                               --         105,472           --
     Prepaid expenses                                        --           9,368           --
     Other assets                                            --          15,470           --
     Notes payable                                           --          (8,664)          --
     Accounts payable                                        --        (882,968)          --
     Accrued expenses                                        --        (216,554)          --
     Liability for unissued shares                           --      (1,979,373)          --
   Common stock issued                                       --      (1,065,817)          --
                                                      -----------   -----------    -----------
    Cash received                                     $      --     $      --      $      --
                                                      ===========   ===========    ===========

</TABLE>

                 See Notes to Consolidated Financial Statements

                                       F-8
<PAGE>

NOTE A - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business:

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

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

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

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

In early 2003 the Company began  developing a new  multi-entertainment  wireless
handheld  gaming  device  that is now  referred to as  Gizmondo.  Since then the
Company's primary business strategy has been to develop and market Gizmondo. The
Company initially  launched a limited  production version of the Gizmondo in the
UK on October 29,  2004,  and  expects to launch the  full-scale  production  of
Gizmondo  in 2005.  The  Gizmondo  is  powered  by a  Microsoft  Windows  CE.net
platform,  has a 2.8-inch TFT color  screen and a Samsung ARM9 400Mhz  processor
and  incorporates  the GoForce 3D 4500  NVIDIA  graphics  accelerator.  Gizmondo
provides cutting-edge gaming,  multimedia messaging, an MP3 music player, Mpeg 4
movie  playing  capability,  a digital  camera and a GPRS  network link to allow
wide-area  network  gaming.  Additionally,  Gizmondo  contains  a GPS  chip  for
location  based  services,  is equipped with  Bluetooth for use in  multi-player
gaming and accepts MMC card accessories.


                                      F-9
<PAGE>

Significant Accounting Policies:

Liquidity:

The Company has  sustained  net losses over the past three years and at December
31, 2003 had a net working capital deficit of $8,788,100.

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

Principles of Consolidation:

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

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

Use of Estimates:

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make certain  estimates  and  assumptions  that affect the  reported  amounts of
assets and liabilities  and disclosure of the contingent  assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Foreign Currency Translation:

Results of operations  and cash flows are  translated at average  exchange rates
and assets and  liabilities are translated at  end-of-period  exchange rates for
operations outside the United States that prepare financial  statements in other
than the US dollar (generally in the UK).  Translation  adjustments are included
in other  comprehensive  income until such time as the entity that generated the
adjustments is sold.  Gains and losses from foreign  currency  transactions  are
reflected in other income (loss), net.

Inventories:

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

                                      F-10
<PAGE>
<TABLE>
<CAPTION>

Property and Equipment:

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

Income Taxes:

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

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

Accounts Receivable:

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

Stock-Based Compensation:

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

                                                                2003        2002        2001
                                                              ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>
Total common shares available for grant                         320,000     320,000     320,000
Options to purchase common shares granted at $1.50 per share
$1.50 per share                                                    --       144,000        --
Options exercised                                                  --          --          --
Options forfeited/expired                                          --          --          --
Options available for grant                                     176,000     176,000     320,000
Shares vested during the year                                    36,000      36,000        --
Shares granted but unvested                                      72,000     108,000        --

</TABLE>

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

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

                                      F-11
<PAGE>

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



                                                                         2002
                                                                     -----------
   Dividend yield                                                             0%
   Risk-free interest rates                                                4.35%
   Volatility                                                            163.00%
   Expected option term (years)                                            9.61
   Weighted-average fair value of options granted during the year    $     1.50

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

                                                    2003            2002
                                               ------------    ------------

Net loss as reported                           $ (7,812,449)   $(11,087,747)

Stock based compensation expense under
the fair value based method, net of tax ($0)   $    (54,000)   $    (54,000)
Pro forma net loss                             $ (7,866,449)   $(11,141,747)
Net loss per share, as reported                $    (1.6586)   $    (3.9278)
Pro forma net loss per share                   $    (1.6701)   $    (3.9469)

Goodwill and Other Intangible Assets:

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

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

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

Circumstances  that could trigger an impairment test include but are not limited
to: a significant  adverse change in the business  climate or legal factors;  an
adverse action or assessment by a regulator;  unanticipated competition; loss of
key personnel;  the likelihood that a reporting unit or significant portion of a
reporting  unit will be sold or otherwise  disposed  of;  results of testing for

                                      F-12
<PAGE>

recoverability  of a  significant  asset  group  within  a  reporting  unit  and
recognition  of a goodwill  impairment  loss in the  financial  statements  of a
subsidiary that is a component of a reporting unit.

Impairment:

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

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

Earnings (Loss) per Share:

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

Revenue Recognition:

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

Advertising Cost:

Advertising costs are included in selling expense and are expensed in the period
incurred.  Such costs were $0 and $18,489 for 2003 and 2002.  For 2001  $506,921
was included in discontinued operations.

Fair Value of Financial Instruments:

Statement of Financial  Accounting  Standards (SFAS) No.107,  "Disclosures about
Fair  Value  of  Financial   Statements"   requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance  sheet,  for which it is  practicable  to estimate that value.  In cases
where quoted market prices are not available, fair values are based on estimates
using  present  value  or  other  valuation  techniques.  Those  techniques  are
significantly  affected by the assumptions used, including the discount rate and
estimates of future cash flows. In that regard, the derived fair value estimates

                                      F-13
<PAGE>

cannot be substantiated by comparison to independent markets and, in many cases,
could not be realized in immediate  settlement  of the  instrument.  SFAS No 107
excludes  certain  financial   instruments  and  all  non-financial  assets  and
liabilities  from  its  disclosure  requirements.  The fair  value of  financial
instruments  recorded on the balance sheet approximate the carrying amounts. The
Company has no off balance sheet financial instruments.

Recently Issued Accounting Standards:

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

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

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

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

SFAS 148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation,
to provide  alternative methods of transition for a voluntary change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  this Statement amends the disclosure requirements of Statement 123 to
require prominent  disclosures in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on  reported  results.  SFAS No. 148 became  effective
after December 31, 2002.

                                      F-14
<PAGE>

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

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

In December 2004, the FASB issued  Statement of Financial  Accounting  Standards
No. 123R (Revised 2004),  Share-Based Payment ("SFAS No. 123R"),  which requires
that the  compensation  cost relating to  share-based  payment  transactions  be
recognized in financial  statements based on alternative fair value models.  The
share-based  compensation  cost will be measured  based on the fair value of the
equity or liability  instruments  issued.  The Company  currently  disclosed pro
forma  compensation  expense  quarterly  and annually by  calculating  the stock
option grants' fair value using Black-Scholes model and disclosing the impact on
net  income and net  income  per share in a Note to the  Consolidated  Financial
statements.   Upon  adoption,   pro  forma  disclosure  will  no  longer  be  an
alternative. The table above reflects the estimated impact that such a change in
accounting  treatment  would have had on the Company's net loss and net loss per
share if it had been in effect during the year ended December 31, 2003. SFAS No.
123R also  requires  the  benefits  of tax  deductions  in excess of  recognized
compensation  cost to be  reported  as  financing  cash flows and  increase  net
financing cash flows in periods after adoption.  The Company will begin to apply
SFAS No.  123R using the most  appropriate  fair value  model as of the  interim
reporting period ending September 30, 2005.

NOTE B - REVERSE STOCK SPLIT AND INCREASE IN AUTHORIZED SHARES

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

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


                                      F-15
<PAGE>

NOTE C - REVERSE ACQUISITION

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

The  acquisition of the Company was accounted for as a reverse  acquisition  and
the Company was treated for  accounting  purposes as the acquiring  entity.  The
historical  financial  statements of the Company became the historical financial
statements of MCGI.  Additional  paid in capital was adjusted on May 22, 2001 as
follows:

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

NOTE D - EQUITY TRANSACTIONS

During 2003, the Company  entered into various  private  placement  transactions
with individual  investors and sold 2,372,034  shares of its common stock at per
share prices ranging from $.25 to $1.25. No warrants were issued in 2003.

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

Shares issued for services (none in 2001)
                                                          Shares        Amount
                                                        ----------    ----------
During the first quarter of 2002 the Company
 purchased consulting  services                         $   12,000    $  120,000

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

During the fourth quarter of 2002 the Company
 purchased services from six vendors                    $   73,600    $  143,823
                                                        ----------    ----------

                          Total for 2002                $  105,600    $  446,458
                                                        ==========    ==========

During 2003 the Company purchased various
 Services, primarily consulting services,
 from unrelated parties                                    427,100       294,475
                                                        ==========    ==========

During May of 2002,  the Company  entered into an agreement  with an advisor for
consulting  services  under which the Company  agreed to issue 96,000  shares of
Common Stock for services rendered.  The Company originally  recorded consulting
expense of $736,000,  representing  the market value of the stock at the date of
the agreement. Because the shares were not issued until May of 2003, the Company

                                      F-16
<PAGE>

revalued the liability at the end of each quarter,  based on the market value of
the stock at those dates, as follows:

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

September 2002            $    2.88       $ 276,000     $ 460,000
December 2002                  2.03         194,400        81,600
March 2003                      .95          91,200       103,200

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

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

At  December  31,  2003,  9,498,105  shares  of common  stock  were  issued  and
outstanding. Since that date, the Company has issued an additional approximately
37  million  shares in  numerous  private  transactions  (a) for cash,  (b) upon
conversion  of debt,  accounts  payable or other  liabilities,  (c) for goods or
services provided by vendors, strategic partners, professionals, consultants and
employees and (d) in connection with the acquisition of assets. In each case the
Company  recorded  capital surplus based upon the price of the Company's  common
stock at the time of issuance or  agreement to issue,  discounted  in some cases
due to  restrictions  on sale by recipients.  The aggregate  amount recorded was
approximately  $172 million,  including the above described shares.  During such
periods the Company also issued  warrants to purchase  and  aggregate of 495,525
shares of common  stock at  exercise  prices  ranging  from  $5.00 to $11.25 per
share.

On May 19, 2003,  the Company issued 96,000 shares of common stock in payment of
the liability. The stock was valued at $.25 per share. The excess of the accrual
over the value of the shares  issues  ($67,200)  was credited to  operations  in
2003.

During the fourth quarter of 2003,  certain  shareholders and others converted $
1,727,286 of notes payable into  3,471,514  shares of common stock.  The Company
recorded a loss of such conversion totaling $1,543,730.  No warrants were issued
in 2003.

                                      F-17
<PAGE>

During the first  quarter of 2002,  certain  shareholders  and others  converted
$922,723 of notes  payable and amounts due  shareholders  into 92,272  shares of
common  Stock.  For each share of common stock  received,  they also  received a
warrant  representing the right to purchase one additional share of common stock
at $18.75 per share. The warrants expired unexercised on December 31, 2003.

See NOTE - J RELATED PARTY  TRANSACTIONS  for a description of debt converted to
common shares in 2003, 2002 and 2001.

See NOTE I -  ACQUISITIONS  for  descriptions  of  equity  transactions  for the
acquisition of COMWORXX and Tiger Telematics (UK) Ltd.

NOTE E - PROPERTY AND EQUIPMENT

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

                                       2003         2002
                                       ----         ----

Vehicles                            $  226,826   $  188,837
Furniture, fixtures and equipment      191,723       48,359
                                    ----------   ----------
                                       418,549      237,196
Less accumulated depreciation           74,173         --
                                    ----------   ----------
                                    $  344,376   $  237,196
                                    ==========   ==========

Depreciation expense for the year ended December 31, 2003 amounted to $74,173.

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

NOTE F - INCOME TAX MATTERS

The Company has net operating loss carry forwards for United States Tax purposes
as of  December  31,  2003 for  federal  income tax  purposes  of  approximately
$23,000,000, expiring through 2023. Any future benefit to be realized from these
net operating loss and contribution carry forwards is dependent upon the Company
earning sufficient future income taxable in the United States during the periods
that the carry  forwards are  available.  The loss carry  forwards  also contain
restrictions on the type of taxable income that they can be used to offset.  Due
to these  uncertainties,  the Company has fully offset any deferred tax benefits
otherwise  relating to the net  operating  loss carry  forward  with a valuation
allowance of approximately $7,640,000.  The Company also has undetermined losses
that may be off set against  future income in the UK,  expiring in 2021,  due to
the sale of Tiger Ltd.  Any future  benefits to be  realized  from the losses is
dependent upon the company earnings  sufficient  future taxable income in the UK
during the periods  that the losses off  settable  are  available.  Due to these
uncertainties the Company has fully offset any deferred tax benefits relating to
the losses.

                                      F-18
<PAGE>

                                                2003           2002
                                            -----------    -----------
         Income Tax Benefit

         Tax provision at statutory rates   $ 2,600,000    $ 4,600,000
         State income taxes - net               240,000        420,000
         Effect of lower tax brackets           (13,000)       (13,000)
         Other                                 (227,000)      (407,000)
                                            -----------    -----------
                                              2,600,000      4,600,000
         Balance at beginning of year         5,040,000        440,000
                                            -----------    -----------

         Balance at end of year             $ 7,640,000    $ 5,040,000
                                            ===========    ===========

         Valuation  allowance               $ 7,640,000    $ 5,040,000
                                            ===========    ===========

NOTE G - OPERATING LEASES

The Company leases office space in Jacksonville,  Florida and in London, England
on a  month-to-month  basis.  Rent  expense for 2003 and 2002 was  $173,213  and
$295,779,  respectively. This was after reclassification of $241,280 of flooring
rental expenses to  discontinued  operations in 2002. Rent expenses for 2001 was
$526,196, is included as discontinued operations.

NOTE H - NOTES PAYABLE

                                               2003         2002
                                               ----         ----
The notes are payable to a bank in
36 equal monthly installments, with
interest ranging from 10.4% to 11% and
are collateralized by two automobiles       $  160,883   $  175,736

Less amount due within one year                 37,140       30,602
                                            ----------   ----------

Long term portion of notes payable          $  123,743   $  145,134
                                            ==========   ==========

Principal  payments for the next three years are as follows 2004  $37,140,  2005
$49,504 and 2006 $74,239.

Other notes payable in 2002 have been  reclassified to discontinued  operations.
See NOTE L - DISCONTINUED OPERATIONS

NOTE I - ACQUISITIONS

Tiger Telematics (UK) Ltd. (Tiger Ltd)

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

                                      F-19
<PAGE>

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

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

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

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

Comworxx, Inc.

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

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

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

                                      F-20
<PAGE>
<TABLE>
<CAPTION>

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

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

In the third  quarter  of 2002,  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.

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

         Accounts receivable                          $     27,619
         Inventory                                         105,472
         Prepaid items                                       9,368
         Computer equipment                                280,629
         Security deposits                                  15,470
                                                      ------------
                                                           438,558

         Note payable                                        8,664
         Accounts payable                                  882,968
         Other accruals                                    216,554
                                                      ------------
                                                         1,108,186
         Excess of liabilities over assets            $    669,628
                                                      ============

Goodwill                                                 1,065,817
                                                      ------------
Total goodwill (all written off on June 30)           $  1,735,445
                                                      ============
Net assets written off in the third quarter of 2002   $    407,000
                                                      ============

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

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

                                                                  Year Ended
                                                                  ----------
                                                              2002            2001
                                                         ------------    ------------
<S>                                                      <C>             <C>
Proforma net Sales                                       $    319,613    $       --
Proforma net loss                                        $(13,453,091)   $ (3,980,321)
Proforma basic and diluted net loss per common share     $    (4.6201)   $    (1.5096)
Weighted average shares outstanding -basic and diluted   $  2,911,298    $  2,636,630

</TABLE>

See NOTE Q -  SUBSEQUENT  EVENTS for  description  of  acquisitions  and pending
acquisitions for 2003.

                                      F-21
<PAGE>

NOTE J - RELATED PARTY TRANSACTIONS

Notes Payable to Stockholders are as follows:


                                              2003         2002
                                           ----------   ----------

       Stockholders without interest       $    9,191   $1,210,785
                                           ==========   ==========


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

During  2002,  notes  payable and other  amounts due  stockholders  amounting to
$1,998,089 were converted to equity for 335,361 shares.

Total interest expense on stockholder debt was $10,000,  $43,079 and $37,112 for
years ended December 31, 2003, 2002 and 2001 respectively.  The weighted average
interest  rate on amounts due to  stockholders  was 10% and 10.6% as of December
31, 2003 and 2002 respectively.

The Company owed an executive  officer and director  approximately  $136,600 and
$50,000  at  December  31,  2003 and 2002,  respectively,  for back  salary  and
reimbursable expenses incurred on behalf of the Company.

NOTE K - CONTINGENCIES

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

The  settlement  agreement  called for monthly  payments at a variable  interest
rate.  Tiger Telematics Ltd. repaid  approximately  $80,000 prior to the sale of
the business on December 17, 2002.  Following the sale of Tiger Telematics Ltd.,

                                      F-22
<PAGE>

the Company was apprised that Tiger  Telematics  Ltd. was placed in  liquidation
insolvency under the laws of the United Kingdom for failure to make the payments
required under this arrangement.

LIM made demand on the Company for  approximately  $450,000  under the guarantee
but has made no  attempt to collect  on the  guaranty  as it pursues  its direct
remedies  against the  original  borrower of the funds.  LIM also holds  140,000
shares of the  Company's  common stock and certain  real estate  provided by the
original  borrower as  collateral.  The  Company has  reserved an amount that it
believes will cover any obligation that may arise.

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

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

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

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

In October 2004,  Gizmondo Europe Ltd,  (Gizmondo),  a subsidiary of the Company
signed a  contract  with SCi  Entertainment  Group Plc  (SCi),  a leading  games
publisher,  under which  Gizmondo  has licensed the right to develop and publish
twelve SCi  products  for the  Gizmondo  platform.  The  agreement  covers  both

                                      F-23
<PAGE>

currently released titles as well as those in the pipeline,  and establishes the
structure for continuing collaboration between the two companies.

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

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


NOTE L - DISCONTINUED OPERATIONS

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

On August 9, 2002, the Company sold its flooring  business to a purchasing group
headed  up  by a  former  officer  of  the  Company.  The  Company  sold  assets
aggregating  $1,152,698,  in  consideration  for the  assumption by the buyer of
liabilities totaling $1,243,135.  The Company will remain contingently liable on
the  liabilities  until such time as the buyers pay them off. In  addition,  the
buyer has assumed  operating leases described above. In April 2003, the buyer of
the flooring assets filed a Chapter 11 bankruptcy  proceeding and was liquidated
as of April 30, 2003. As of December 31, 2002,  the Company has made a provision
for loss of approximately $1,153,000.

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


A summary of the liabilities the Company may be obligated to pay, as of December
31, 2003 and 2002 is as follows:

                                                    2003         2002
                                                 ----------   ----------

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

                  Total Liabilities              $1,168,244   $1,152,713
                                                 ==========   ==========

                                      F-24
<PAGE>

NOTE M - WARRANTS

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

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

NOTE N - PREPAYMENTS

Prepayment consists of the following:
                                                  December 31,
                                            -----------------------

                                               2003         2002
                                            ----------   ----------
Prepaid expenses at are as follows:
         Rent                               $   45,383   $  117,080

         Insurance                                --         12,124
                                            ----------   ----------

                          TOTAL             $   45,383   $  129,204
                                            ==========   ==========

NOTE O - ACCRUED EXPENSES

Accrued expenses consists of the following:                    December 31,
                                                         -----------------------

                                                            2003         2002
                                                         ----------   ----------

Payroll and related taxes                                $  150,054   $   40,832
Consulting                                                  302,100      194,000

Amounts accrued related to acquisitions, bankruptcy
 of acquiring companies and rent and advisor fees
 related to events described in NOTE K - CONTINGENCIES    1,297,851    1,726,812
                                                         ----------   ----------

                                                         $1,750,005   $1,916,644
                                                         ==========   ==========

NOTE P - SEGMENT INFORMATION

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

                                      F-25
<PAGE>

NOTE Q - SUBSEQUENT EVENTS

ISIS Models, Ltd.

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

Warthog Plc

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

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

Indie Studios

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

Integra SP

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

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


                                      F-26
<PAGE>

NOTE R - QUARTERLY DATA (UNAUDITED)
(In thousands except for per share amounts)

                                   Year ended December 31, 2003
                                   ----------------------------

                          Fourth        Third       Second        First
                          Quarter      Quarter      Quarter      Quarter
                         ---------    ---------    ---------    ---------
Net sales                $      17    $    --      $      (9)   $       1
Cost of goods sold              20           (9)           1            3
                         ---------    ---------    ---------    ---------
Gross profit (loss)             (3)          (9)         (10)          (2)

Selling, general and
  Administrative             4,873        1,142          407          545
Other income (expense)         242         (287)          52          (32)
                         ---------    ---------    ---------    ---------

Net loss                 $  (4,634)   $  (1,438)   $    (365)   $    (579)
                         =========    =========    =========    =========

Net loss per share       $ (1.0571)   $ (0.4004)   $ (0.1088)   $ (0.1773)
                         =========    =========    =========    =========

                                   Year ended December 31, 2002
                                   ----------------------------

                          Fourth        Third       Second        First
                          Quarter      Quarter      Quarter      Quarter
                         ---------    ---------    ---------    ---------

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


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

Loss from continuing
  Operations                (1,764)      (2,508)      (5,478)        (984)
Loss from discontinued
  Operations                  --           --           (164)        (189)
                         ---------    ---------    ---------    ---------

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

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


                                      F-27