UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q


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

                  For the Quarterly Period Ended March 31, 2004

                        Commission File Number 001-15977

                             TIGER TELEMATICS, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                      13-4051167
   (State or other jurisdiction of                         (IRS Employer
    Incorporation or organization)                     Identification Number)

 10201 Centurion Parkway North Ste. 600                         32256
         Jacksonville, FL
(Address of principal executive offices)                     (Zip Code)

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


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      No X
                                        ---    ---

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                      Outstanding as of
Class                                                 May 4, 2005
----------------------                                -----------------
Common Stock, Par                                         54,600,000
Value $0.001 per share

<PAGE>

                                    CONTENTS

                                                                            Page
                                                                            ----

Part I

Item 1.   Financial Statements
     Condensed Consolidated Balance Sheets                                  F-2
     Condensed Consolidated Statements of Operations                        F-3
     Condensed Consolidated Statement of Stockholders' Deficiency           F-4
     Condensed Consolidated Statements of Cash Flows                        F-5

     Notes to Condensed Consolidated Financial Statements                   F-6

Item 2.   Management's discussion and analysis of financial condition
              and results of operations                                    F-12

Part II   Tiger Telematics, Inc. Other Information

Item 1.   Legal Proceedings                                                F-17

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      F-18

Item 3.   Defaults Upon Senior Securities                                  F-18

Item 4.   Submission of Matters to a Vote of Security Holders              F-18

Item 5.   Other Information                                                F-18

Item 6.   Exhibits                                                         F-18





                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      March 31, 2004 and December 31, 2003

                                                                         March 31,     December 31,
                                                                           2004            2003
                                                                       ------------    ------------
                                                                         Unaudited
<S>                                                                    <C>             <C>
ASSETS
Current Assets
       Cash                                                            $     45,109    $      8,959
       Other receivables                                                    597,589           2,104
       Inventories                                                           35,570          35,570
       Advances to employees                                              1,151,359            --
       Prepaid expenses                                                      97,147          45,383
                                                                       ------------    ------------

                      Total current assets                                1,926,774          92,016

Property and Equipment, net                                                 368,852         344,376
                                                                       ------------    ------------

                      Total assets                                     $  2,295,626    $    436,392
                                                                       ============    ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
       Accounts payable                                                   4,960,461       3,667,646
       Amount due stockholders                                                 --             9,191
       Notes payable - Current portion                                       39,000          37,140
       Accrued expenses                                                   2,694,970       1,750,005
       Deposits on common stock                                           4,356,030       2,247,891
       Liabilities of discontinued operations                             1,144,480       1,168,243
                                                                       ------------    ------------

                      Total current liabilities                          13,194,941       8,880,116

Notes payable after one year                                                112,354         123,743
                                                                       ------------    ------------

                      Total liabilities                                  13,307,295       9,003,859
                                                                       ------------    ------------
Stockholders' Deficiency
       Common stock - 0.001 par value
       authorized 500,000,000 and 250,000,000 shares
       in 2004 and 2003 respectively.  Issued and outstanding
       12,289,077 and 9,498,105 in 2004 and 2003 respectively                12,289           9,498
       Additional paid-in-capital                                        16,407,147      13,051,547
       Accumulated other comprehensive loss                                (798,200)       (763,732)
       Accumulated deficit                                              (26,632,905)    (20,864,780)
                                                                       ------------    ------------

                      Stockholders' deficiency                          (11,011,669)     (8,567,467)
                                                                       ------------    ------------

                      Total liabilities and Stockholders' deficiency   $  2,295,626    $    436,392
                                                                       ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the three months ended March 31, 2004 and 2003
                                    Unaudited


                                                              2004            2003
                                                          ------------    ------------
<S>                                                       <C>             <C>
Net sales                                                 $       --      $      1,050
Cost of goods sold                                                --             3,288
                                                          ------------    ------------

                Gross Loss                                        --            (2,238)
                                                          ------------    ------------

Operating expenses
          Selling expense                                      839,565          40,102
          General and administrative                         4,890,268         455,488
                                                          ------------    ------------

                Total Operating Expenses                     5,729,833         495,590
                                                          ------------    ------------

                Operating Loss                              (5,729,833)       (497,828)
                                                          ------------    ------------

Other income (expense)

          Other expense                                           --           (20,856)
          Interest expense                                     (38,292)        (10,760)
                                                          ------------    ------------
                                                               (38,292)        (31,616)
                                                          ------------    ------------

                            Net Loss                      $ (5,768,125)   $   (529,444)
                                                          ============    ============


          Net loss per common share (basic and diluted)   $       (.52)   $       (.16)
                                                          ============    ============

          Weighted average shares outstanding
          (basic and diluted)                               11,196,382       3,267,404
                                                          ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                    For the three months ended March 31, 2004
                                    Unaudited

                                                                                  Accumulated
                                                                  Additional        Other                           Total
                                           Common Stock             Paid-in      Comprehensive    Accumulated    Stockholders'
                                      Shares         Amount         Capital          Loss           Deficit       Deficiency
                                   ------------   ------------   ------------    ------------    ------------    ------------
<S>                                <C>            <C>            <C>             <C>             <C>             <C>
Balance (deficiency)
         December 31, 2003            9,498,105   $      9,498   $ 13,051,547    $   (763,732)   $(20,864,780)   $ (8,567,467)
                                   ------------   ------------   ------------    ------------    ------------    ------------
Issuance of common stock:
     Private placement                2,296,972          2,297      2,920,736            --              --         2,923,033
     Conversion of notes payable
     and amounts due
     Stockholders                        65,000             65         54,935            --              --            55,000
     Services                           429,000            429        379,929            --              --           380,358

Net Loss                                   --             --             --        (5,768,125)     (5,768,125)     (5,768,125)

Other comprehensive loss-foreign
     currency translation
     adjustment                            --             --             --           (34,468)           --           (34,468)
                                                                                 ------------
   Total comprehensive loss                --             --             --        (5,802,593)           --              --
                                                                                 ============

Balance (deficiency) March 31,     ------------   ------------   ------------    ------------    ------------    ------------
     2004                            12,289,077   $     12,289   $ 16,407,147    $   (798,200)   $(26,632,905)   $(11,011,669)
                                   ============   ============   ============    ============    ============    ============

</TABLE>




                 See Notes to Consolidated Financial Statements

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

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the three months ended March 31, 2004 and 2003
                                    Unaudited
                                                                                 2004           2003
                                                                             -----------    -----------
<S>                                                                          <C>            <C>
Cash Flows for Operating Activities:
           Loss from continuing operations                                   $(5,768,125)   $  (529,444)
           Other comprehensive loss                                              (34,468)      (116,255)
           Adjustments to reconcile net loss from continuing
              operations to net cash used in operating activities:
                 Depreciation                                                     32,688         16,973
                 Expenses paid with common stock                                 380,358         93,100
           Changes in assets and liabilities:
                    (Increase) in accounts receivable - other                   (595,485)          --
                    (Increase) in advances to related parties                 (1,151,359)          --
                    Increase in accounts payable                               1,292,815        392,488
                    Increase in accrued expenses                                 944,965        698,289
                    (Decrease) in liabilities of discontinued operations            --         (656,640)
                    Other - net                                                  (75,527)       336,932
                                                                             -----------    -----------

                 Net cash provided by (used in) operating activities          (4,974,138)       235,443
                                                                             -----------    -----------

Cash Flows From Investing Activities:
                    Purchase of property and equipment                           (57,164)       (18,785)
                                                                             -----------    -----------
                                     Net cash used in investing activities       (57,164)       (18,785)
                                                                             -----------    -----------

Cash Flows From Financing Activities:
                    Issuance of common stock and warrants                      2,923,033           --
                    Deposits on common stock                                   2,108,139           --
                    Loans and advances from stockholders                          55,000           --
                    Repayment to stockholders                                     (9,191)      (202,413)
                    Payments on notes payable                                     (9,529)        (9,981)
                                                                             -----------    -----------
                                       Cash provided by financing activity     5,067,452       (212,394)
                                                                             -----------    -----------

                                                        Net change in cash        36,150          4,264
Cash:
              Beginning of period                                                  8,959           --
                                                                             -----------    -----------
              End of period                                                  $    45,109    $     4,264
                                                                             ===========    ===========
Supplemental disclosure of Cash Flow Information:
              Cash paid for interest                                         $     4,719    $    10,760
                                                                             ===========    ===========
Supplemental Disclosure of Non-cash Investing and
              Operating Activities:
                    Stock issued for operating expenses                      $   380,358    $    93,100
                                                                             ===========    ===========
              Financing Activities:
                    Conversion of stockholder debt to common stock           $    55,000    $      --
                                                                             ===========    ===========

</TABLE>
                 See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>

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


NOTE A - BASIS OF PRESENTATION

The  condensed  consolidated  financial  statements as of March 31, 2004 and the
three months ended March 31, 2004 and March 31, 2003  included  herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations.

In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring  adjustments,  necessary  for a fair  presentation  of  the  financial
information  for  the  periods   indicated  have  been  included.   For  further
information   regarding  the  Company's  accounting   policies,   refer  to  the
consolidated  financial  statements  and related notes included in the Company's
Annual Report on Form 10-K for the years ended December 31, 2003 and 2002.

The consolidated  financial statements include the accounts of Tiger Telematics,
Inc.  (Company),  the public held parent company,  Tiger  Telematics,  USA, Inc.
(Tiger USA), a near dormant subsidiary and Tiger Telematics Europe,  Ltd. (Tiger
Europe).  The Company  started Tiger Europe (now named Gizmondo  Europe Ltd.) in
December 2002 and a related entity Childtracker Ltd. (a development entity) that
existed as a part of Tiger Europe's focus on developing new telematics  products
including next generation fleet telematic  products,  the child tracker products
and the handheld multi-entertainment gaming device now called Gizmondo.

The  financial  statements  for the three months ended March 31, 2003,  were not
reviewed by the Company's independent certified public accountant.  However, the
financial  statements for the year ended December 31, 2003,  were audited by the
Company's  independent  certified public accountants.  The Company's  management
believes that a review by the Company's independent certified public accounts of
the financial  statements  for the three months ended March 31, 2003,  would not
result in any material change to these financial  statements.  See Note J to the
financial statements - Restatement of 2003 Financial Statements.

Liquidity:

The Company has  sustained net losses over the past three years and at March 31,
2004 had a net working capital deficit of $11,268,167.

Management  sold off its  unprofitable  flooring  business  and is pursuing  its
telematics  business.  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.

                                       F-6
<PAGE>

Description of the Business:

The Company and its wholly owned  subsidiaries  are  principally  engaged in the
business  of   developing   and  marketing   the  Gizmondo   wireless   handheld
multi-entertainment gaming device.

The Company started  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 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.

Segment Information:

The  Company  focuses  all of its  business  in one  segment,  the  development,
production,  and  sale  of  the  handheld   multi-entertainment  gaming  device,
Gizmondo.

NOTE B - ADVANCES TO EMPLOYEES AND OTHER RECEIVABLES

The advances are due from employees of  subsidiaries  of the Company and are due
on demand,  without  interest.  The amounts were repaid in the third  quarter of
2004.

Other  receivables  are amounts due from  vendors and VAT tax  recoverable  from
government agencies.

NOTE C - EQUITY TRANSACTIONS

Debt due shareholders aggregating  approximately $55,000 was retired in exchange
for shares of restricted common stock valued at $.50 to $1.00 per share.

The Company  issued  shares of  restricted  common stock in payment of services,
principally consulting,  provided from unrelated vendors. The shares issued were
valued at $.50 to $2.03 per share.

During the first quarter of 2004,  2,296,972  shares of restricted  common stock
were sold  primarily for $.50 to $1.50 per share.  Included in that amount in an
isolated  case the Company sold,  36,000  shares of restricted  common stock for
$3.50 per share.



                                      F-7
<PAGE>

During the year ended  December  31,  2004,  the  Company  issued  approximately
26,808,502 shares of restricted common stock, including the first quarter shares
shown above, as follows:

                                                        Shares       Dollars
                                                     -----------   -----------

Private placement                                     12,726,172   $55,496,479
Conversion of debt to equity                              70,000   $    92,500
Acquisition of subsidiaries in subsequent quarters     1,537,866   $15,059,996
Payment for services                                  12,474,464   $22,464,350
                                                     -----------   -----------
                                    Total             26,808,502   $93,113,325
                                                     ===========   ===========

Shares issued during the first quarter of 2005        16,928,664
                                                     ===========
Shares issued and outstanding at March 31, 2005       53,235,271
                                                     ===========

NOTE D- 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 of  common  stock 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 of common stock from 100 million shares to 250 million shares.
In January 2004,  the  authorized  shares of common stock were  increased to 500
million shares.

NOTE E - STOCK BASED COMPENSATION

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

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

         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


                                      F-8
<PAGE>
<TABLE>
<CAPTION>

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:

                                                  Three Months Ended   Three Months Ended
                                                    March 31, 2004       March 31, 2003
                                                    --------------       --------------
<S>                                                 <C>                  <C>
     Net loss as reported                           $   (5,768,125)      $     (529,444)
     Stock based compensation expense under the
     fair value based method, net of tax ($0)       $      (13,500)      $      (13,500)
                                                    --------------       --------------
     Pro forma net loss                             $   (5,781,625)      $     (542,944)
                                                    ==============       ==============
     Basic and diluted net loss per share, as
     reported                                       $        (0.52)      $        (0.16)
                                                    ==============       ==============
     Pro forma basic and diluted net loss per
     share                                          $        (0.52)      $        (0.17)
                                                    ==============       ==============

</TABLE>

NOTE F - RELATED PARTY TRANSACTIONS

Included in accrued expenses are amounts owed an executive  officer and director
of $78,964 and $136,571 at March 31, 2004 and  December 31, 2003,  respectively,
for back salary and reimbursable expenses incurred on behalf of the Company.

NOTE G - INVENTORY

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

NOTE H - CONTINGENCIES

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

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

                                      F-9
<PAGE>

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 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 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.  The advisor has filed
counterclaims for the additional shares, damages, fees and costs. In April 2005,
the  Company  and the  advisor  agreed to settle all  claims,  with the  Company
issuing an additional 60,000 shares of common stock to the advisor.

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


                                      F-10
<PAGE>

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 I - WARRANTS

No warrants were outstanding at March 31, 2004.

NOTE J - RESTATEMENT OF 2003 FINANCIAL STATEMENTS:

The net loss for the quarter  ended March 31, 2003 has been  restated by $49,661
from  $(579,105) to $(529,444) to reflect the effect of audit  adjustments  made
during the 2002 audit that was completed  subsequent to the date these financial
statements  were  originally  issued  and the  effect of  reclassifying  foreign
currency  exchange  losses from  operations to Accumulated  Other  Comprehensive
Loss.

NOTE K - SUBSEQUENT EVENTS

Warthog Plc

The Company  executed an Asset  Purchase  Agreement  dated  November 3, 2004 and
closed  the  transaction  on that date,  for the  acquisition  of Warthog  Plc's
subsidiaries,  intellectual property 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.

ISIS Models, Ltd.

In May 2004,  Gizmondo  Europe,  Ltd.  acquired  a  seventy-five  percent  (75%)
interest  in  ISIS  Models  Ltd.  by  issuing  40,000  shares  of the  Company's
restricted common stock. For financial statement purposes,  the Company recorded
approximately  $260,000 of goodwill to reflect the excess of purchase price over
net assets acquired.

                                      F-11
<PAGE>

Indie Studios

On August 2, 2004, Gizmondo Europe, Ltd. closed the purchase of Indie Studios on
a transaction  agreed to pursuant to a Purchase Agreement dated May 20, 2004 for
one million shares of the Company's  restricted common stock.  There are 600,000
contingent  shares  reserved.  For  financial  statement  purposes,  the Company
recorded  approximately  $2.5  million  of  goodwill  to  reflect  the excess of
purchase price over net assets acquired.

Integra SP

The Company  executed a share Purchase  Agreement  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.

ITEM 2. 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.

                                      F-12
<PAGE>

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-Q 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-Q.

General Overview

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.

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 and to focus on marketing  principally in
the UK.

Since early 2003,  the Company  has been  developing  a new  multi-entertainment
wireless handheld gaming device that is now referred to as 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.

Three  months-ended  March 31, 2004 compared to the three months ended March 31,
2003

Below is a summary of the  results of the  Company  for the three  months  ended
March 31, 2004.

Net Sales:  The  Company's  net sales were $0 in the first three  months of 2004
compared  to  virtually  zero in 2003  although  the  Company  was closer to the
release of its Gizmondo device then it was in 2003. In both comparable  quarters
the Company has focused its full  attention to the  development  of the Gizmondo
device  and was not  actively  selling  its GPS  Telematics  products  in either
period.

                                      F-13
<PAGE>

Gross Profits: Gross profits were $0 for the first three months of 2004 compared
to $(2,238) or virtually  zero for the for the first three  months of 2003.  The
Company  expended funds in the first three months of each period on the Gizmondo
development.

Selling Expenses:  Selling and marketing  expenses for the first three months of
2004 were $839,565  compared with $40,102 for the same time period in 2003. Most
of the increase can be attributed to moving  towards  preliminary  marketing and
market research related to the Gizmondo product.  Testing of the market size and
potential  market and buyer profile for the Gizmondo was a focus of expenditures
during the 2004 time period.

General and Administrative Expenses: General and administrative expenses for the
first  three  months  of  2004  were  $4,890,268  compared  to  $455,488  or  up
approximately  over  $4,400,000.  This increase came primarily from expenses the
research  and  development  costs  associated  with the  Gizmondo.  The  Company
incurred $2,599,539 in development costs directly  attributable to the Gizmondo.
All of  these  costs  are  expensed  as  incurred  and are not  capitalized  for
financial  reporting  purposes.  In  addition  salaries  rose to $750,046 as the
Company increased staff during the product  development  phase. The Company also
incurred  $883,298 of legal accounting and consulting costs in the first quarter
of 2004 as consultants were engaged to assist the Company in activities  related
to the  development  and  launch of the  Gizmondo.  The  Company  anticipates  a
significant  increase  in its  general  and  administrative  expenses  in future
quarterly periods as part of its product development strategy.

Other Expenses: Other expenses for the first three months of 2004 were $(38,292)
as compared to  $(31,616)  for the first three  months of 2003.  Other  expenses
consisted of interest expense of $38,292 on loans in 2004 as compared to $10,760
and currency  translation  adjustments  of $20,856.  Interest in 2004 was higher
than the same  period in 2003 as the  European  Gizmondo  operations  had higher
purchase costs.

Net Loss:  The Company  reported an operating  loss of  $5,768,125  in the first
quarter of 2004  compared  to  $529,444  for the same time  period in 2003.  The
aforementioned  costs  associated with the  development of Gizmondo  account for
this material  increase in operating  loss.  Management does anticipate that its
losses in future quarters will grow materially as it expenses  development  cost
for its new gaming device 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,  2003 and early  2004,  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 common stock.  Without such equity funding the
Company  would not have been able to  sustain  operations.  In the three  months
ended March 31, 2004, the Company's working capital position deteriorated.  This

                                      F-14
<PAGE>

was  primarily  the result of an increase in current  assets,  consisting  of an
increase  in other  receivables  of  $595,485,  and  advances  to  employees  of
$1,151,359. In addition, there was an increase in current liabilities consisting
of an increase in accounts  payable of $1,292,815,  accrued expenses of $944,966
and deposits on common stock of $2,108,138. The Company raised $5,031,171 in the
first quarter of 2004 from the issuance of common stock and additional  deposits
on common stock.

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 C to the financial  statements - Equity  Transactions.
The Company  continued  to issue shares of its common stock in 2004 and in early
2005 to retire certain obligations due for payment.

The Company  incurred  losses in 2002 and in 2003 of $11,087,747  and $7,812,449
respectively.  The  Company  recorded  a  loss  in  first  quarter  of  2004  of
$5,768,125.  In 2004 the  losses  where  generated  primarily  from the costs of
developing the Gizmondo. 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 of the financial statements - Equity Transactions.

The Company successfully raised funds to maintain operations,  fund acquisitions
and to retire obligations and obtain services.  During the remainder of 2004 and
the first quarter of 2005, the Company raised over $50 million. This funding has
allowed the Company to maintain its business and to continue the development and
launch of its Gizmondo product line.

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.

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.

                                      F-15
<PAGE>

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
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

                                      F-16
<PAGE>

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.

                                     PART II
                             TIGER TELEMATICS, INC.
                                OTHER INFORMATION

Item 1.         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
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.  In April  2005,  the Company and the advisor
agreed to settle all  claims,  with the  Company  issuing an  additional  60,000
shares of common stock to the advisor.

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

                                      F-17
<PAGE>

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 2.         Unregistered Sales of Equity Securities and Use of Proceeds

During  the  first  quarter  of 2004,  the  Company  sold  2,296,972  shares  of
restricted common stock for an aggregate sum of $2,923,033. The shares were sold
primarily for $.50 to $1.50 per share.  Included in that amount,  in an isolated
case the Company  sold 36,000  shares of  restricted  common stock for $3.50 per
share.

The Company  negotiated  the purchase  price for the sale of  restricted  common
stock,  based  upon  the  market  price  of the  securities  at the  time of the
negotiation and with an appropriate discount for the restrictions on resale. The
restricted  common  stock  was  issued  to  sophisticated,   accredited  foreign
investors  or foreign  corporations  in  transactions  exempt from  registration
pursuant  to  Section  4(2) of the  Securities  Act of 1933,  as  amended.  Each
investor had access to financial information available in public markets and was
given  the  opportunity  to  review  the  Company's  books,  records  and  other
information that they requested.

Item 3.         Defaults Upon Senior Securities

Not Applicable.

Item 4.         Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5.         Other Information

Not Applicable.

Item 6.         Exhibits

Exhibit 31  Rule 13a-14(a).
Exhibit 32  Section 1350 Certification.


                                      F-18
<PAGE>

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly caused this  Quarterly  Report on Form 10-Q to be signed on
its behalf by the undersigned, thereunto duly authorized.



May 18, 2005                                 TIGER TELEMATICS, INC.


                                             /S/ Michael W. Carrender
                                             ------------------------
                                             Michael W. Carrender
                                             Chief Executive Officer, Director
                                             and Chief Financial Officer














                                      F-19