SCHEDULE 14A
                                 (RULE 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                          Filed by the registrant [X]

                Filed by a party other than the registrant [ ]

Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))

                             Tiger Telematics, Inc.
                ------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
    to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
    calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: 0

    [ ] Fee paid previously with preliminary materials.

    [ ] Check box if any part of the fee is offset as provided  by  Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously.  Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

    (1) Amount previously paid:
    (2) Form, Schedule or Registration Statement No.:
    (3) Filing party:
    (4) Date filed:




                                        Tiger Telematics, Inc.
                                        10201 Centurion Parkway North Ste. 600
                                        Jacksonville, FL 32256
                                        Phone: 904-279-9240

      May 25, 2004

Dear Shareholders:

The  Special  Meeting of  Shareholders  of Tiger  Telematics,  Inc.,  a Deleware
corporation  (the "Company") will be held at the offices of the company at 10201
Centurion  Parkway North Ste. 600, on July 9, 2004, at 11:00 a.m.  Eastern Time,
to consider and to vote upon the following matter:

Approval of an amendment to the  Company's  Certification  of  Incorporation  to
effect a reverse  stock  split of not less than 1 for 10 and not more than 1 for
50 and to authorize the Board of directors to determine  which, if any, of these
reverse stock spots to effect.

The accompanying  proxy statemetn  contains a more complete  description of this
proposal.

Only  shareholders  or  record  at the  close of  business  on May 25,  2004 are
entitled to notice of, and to vote at, the Non Standard shareholder's meeting.

All shareholders are extended a cordial invitation to attend the Special Meeting
of Shareholders.

By order of the Board of Directors

 /s/ Michael W. Carrender
----------------------------------
Michael Carrender, CEO
Jacksonville, FL 32256

May 25, 2004



      NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON July 9, 2004

NOTICE IS HEREBY  GIVEN,  that Non  Standard  Meeting of  Shareholders  of Tiger
Telematics,  Inc, a Deleware corporation,  will be held at the Company's offices
located at 10201 Centurion Parkway North Ste. 600 Jacksonville, FL 32256 on July
9, 2004 at 11:00 a.m. Eastern Standard time for the following purposes:

(1) Approval of an amendment to the Company's  Certification of Incorporation to
effect a reverse  stock  split of not less than 1 for 10 and not more than 1 for
50 and to authorize the Board of directors to determine  which, if any, of these
reverse stock spots to effect.

The  Company  has fixed the close of business on May 25, 2004 as the Record Date
for the determination of Company shareholders entitled to receive notice of, and
to vote at, the Non Standard Meeting and any adjournment thereof.


                                            BY ORDER OF THE BOARD OF DIRECTORS,

                                             /s/ Michael W. Carrender
                                            -------------------------
                                            Michael W. Carrender, CEO
                                            Jacksonville, FL
                                            Date: May 25, 2004

TO ASSURE YOUR  REPRESENTATION  AT THE ANNUAL  MEETING,  PLEASE  SIGN,  DATE AND
RETURN THE  ENCLOSED  PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN  PERSON.  SHAREHOLDERS  WHO ATTEND  THE  MEETING IN PERSON  HAVE THE RIGHT TO
REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.

                        ----------------------------------



                             Tiger Telematics, Inc.

                                 PROXY STATEMENT

                     FOR THE SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON July 9, 2004


I. INTRODUCTION

The Board of Directors of Tiger  Telematics,  Inc., a Deleware  corporation (the
"Company"),  is soliciting the accompanying Proxy in connection with its Special
Meeting of Shareholders of the Company to be held at 11:00 a.m. Eastern Standard
Time on July 9, 2004, at 10201  Centurion  Parkway North Ste. 600  Jacksonville,
FL, 32256 and any adjournments  thereof. The Notice of Special Meeting and Proxy
Card were mailed to shareholders on or about May 25, 2004.

II. OUTSTANDING SHARES AND VOTING RIGHTS

The Board of Directors of the Company has fixed the close of business on May 25,
2004, as the record date for the  determination of those holders of Common Stock
of the Company  entitled to receive notice of, and vote at, the Annual  Meeting.
Persons  who were not  shareholders  on such date will not be allowed to vote at
the Annual  Meeting.  At the close of  business on the record  date,  there were
316,000,000+  shares of the Company's Common Stock issued and  outstanding.  The
Common  Stock is the only  outstanding  class of  capital  stock of the  Company
entitled to vote at the  Meeting.  Each share of Common Stock is entitled to one
vote on each matter to be voted on at the  meeting.  Holders of Common Stock are
not entitled to cumulative  voting rights.  A majority of the shares entitled to
vote  present  in person or  represented  by proxy at the  Special  Meeting,  is
required for approval of each of the Company's proposals.

Shares of Common Stock that are represented by properly executed proxies, unless
such proxies have previously been revoked,  will be voted in accordance with the
instructions  indicated in such proxies. If no instructions are indicated,  such
common shares will be voted "FOR" approval of the proposal and in the discretion
of the proxy  holders for any other matter that may properly come before the Non
Standard Meeting.  If a shareholder  abstains from voting as to any matter, then
the shares held by such  shareholder  shall be deemed present at the meeting for
purposes of determining a quorum,  and for purposes of calculating the vote with
respect to such  matter,  but shall not be deemed to have been voted in favor of
such  matter.  Abstentions,  therefore,  as to any  proposal  will have the same
effect as votes against such proposal.  If a broker returns a "non-vote"  proxy,
indicating a lack of voting  instructions by the beneficial holder of the shares
and a lack  of  discretionary  authority  on the  part of the  broker  to vote a
particular matter, then in such instance,  the shares covered by such "non-vote"
proxy shall be deemed to be present at the meeting for purposes of determining a
quorum, but shall not be deemed to be represented at the meeting for purposes of
calculating the vote required for approval of such matter.

A  shareholder  who has  given a proxy may  revoke  it at any time  prior to its
exercise at the Annual Meeting by filing with the Chief Executive Officer of the
Company,  Mr. Michael  Carrender,  at 10201  Centurion  Parkway North.  Ste. 600
Jacksonvile,  FL a  written  revocation  of  such  proxy,  or by  executing  and
delivering a duly-  executed proxy bearing a later date, or by simply voting the
common shares covered  thereby by separate  written ballot to be disseminated at
the Special Meeting.

In addition to soliciting proxies by mail, officers,  directors and employees of
the Company,  without receiving additional  compensation  therefor,  may solicit
proxies personally,  or by telephone,  telegram or other forms of communication,
including  wire  facsimile.  The Company has not  retained a proxy  solicitation
firm,  and instead,  will use its own best efforts to solicit as many proxies as
practicable in the time available before the Special Meeting.



                                     PAGE 2

1. PROPOSAL NUMBER ONE - Approval of an amendment to the Company's Certification
of  Incorporation  to effect a reverse stock split of not less than 1 for 10 and
not more than 1 for 50 and to  authorize  the Board of  directors  to  determine
which, if any, of these reverse stock spots to effect.

The Board of Directors has  determined  that it is in the best  interests of the
Copmany  and its  stockholders  to  approve  an  amendment  to  Articles  of our
Certificate of  Incorporation to effect a reverse stock split of the outstanding
common  stock  of not less  than 1 for 10 and not more  than 1 for 50 , with the
Board of Directors  having the  authority to determine  which,  if any, of these
reverse  stock  splits to effect.  The Board of  Directors  approved the reverse
stock split  primarily as a means of facilitating an increase in the share price
of our common stock in order to meet applicable Nasdaq listing requirements. Our
common stock is not currently listed on Nasdaq, and a minimum bid price of $4.00
per share is required for an initial listing on The Nasdaq SmallCap Market.  The
minimum bid price is measured by the closing bid for the common stock. The Board
of Directors  believes it is in the Company's  best interest to be listed on the
Nasdaq National Market or in alternate, Nasdaq SmallCap Market.

In addition,  the reverse  stock split will  provide the Company with  increased
flexibility  to use  common  stock,  as the need  arises,  for  possible  future
financing  transactions or for other general  corporate  purposes.  We currently
have no  specific  arrangements,  understandings  or  agreements  to  issue  any
additional  shares of common stock beyond this  amount.  However,  in the normal
course of business,  we continually  evaluate  alternative  proposals concerning
common stock  issuances,  and the proposed  reverse stock split will effectively
increase  the number of shares of common  stock  available  for  issuance by the
Company.

The  proposed  reverse  stock  split  will  reduce  the  number  of  issued  and
outstanding shares of our common stock as described below in "Implementation and
Effects of Reverse Stock Split".  However, the proposed reverse stock split will
not change the number of  authorized  shares of common stock by the company,  or
the par value of our common stock.


NASDAQ LISTING

Our common stock traded on the OTC Bulletin  Board until May 29, 2003,  at which
time the common stock was removed from Bulletin Board trading due to our failure
to remain  current with the periodic  reporting  requirements  of the Securities
Exchange Act of 1934, as amended,  sometimes referred to as the Exchange Act. As
a result,  our common  stock is currently  traded on a limited  basis on the OTC
U.S. Market, often referred to as the "Pink Sheets".

The Board of  Directors  of the  Company has  determined  that it is in the best
interests of the Company and its  stockholders  that we seek to a Nasdaq listing
as soon as we are  eligible  to do so. The  Company  prefers to apply for such a
listing  as soon as it is  eligble.  The  Company  prefers to apply for a Nasdaq
National Market Listing. Because the initial and continued listing standards for
The Nasdaq SmallCap Market are less rigorous than the listing  standards for The
Nasdaq  National  Market,  the Board of  Directors  believes  that it will first
become  eligible  for  listing on The Nasdaq  SmallCap  Market.  Therefore,  for
purposes of this proxy  statement  references  below are done only as respect to
the NAsdaq SmallCap Market.  In order to obtain a listing on The Nasdaq SmallCap
Market, we must demonstrate,  among other requirements, a common stock bid price
of at least $4.00 per share. We do not currently satisfy this  requirement.  The
closing  price per share of our common  stock is and has been under  $4.00.  The
closing price per share was $0.46 on the record date for the special meeting.



                                     PAGE 3

After  consideration,  the Board of Directors has determined that the likelihood
of the Company meeting the Nasdaq SmallCap Market's initial listing  requirement
of $4.00 per share will be substantially enhanced by amending our Certificate of
Incorporation  to effect a reverse  stock  split of our  common  stock.  Such an
amendment  would  require  the  approval  of a  majority  of the  shares  of our
outstanding  voting  stock,  which is why the Board of Directors  has called the
special meeting.

RANGE OF REVERSE STOCK SPLITS

Because it is difficult  to predict  market  conditions  at the time the reverse
stock split may be effected,  we do not know the appropriate reverse stock split
ratio that may be necessary to accomplish our goals related to the reverse stock
split.  Therefore,  we  believe  it  would  be in  the  best  interests  of  the
stockholders  if the Board of Directors  had the  flexibility  to determine  the
appropriate reverse stock split ratio immediately prior to effecting the reverse
stock split. In making this  determination,  the Board of Directors may consider
various factors,  including prevailing market conditions , the trading prices of
our  common  stock on the Pink  Sheets,  and the steps we would  need to take to
achieve  compliance  with the minimum bid price  requirement  and other  listing
regulations  of Nasdaq (see  "Nasdaq  Listing"  and "Risks  Associated  with the
Reverse  Stock  Split").  A  significant  factor for  consideration  will be the
trading  price of our  common  stock on the days  leading  up to the date of the
reverse  stock split.  Based on the price of our common stock at that time,  the
Board of Directors  would select the authorized  stock split that it believes is
sufficient  to  increase  our  trading  price to  satisfy  the  initial  listing
requirements  of The Nasdaq  SmallCap  Market of $4.00 per share.  However,  the
Board of Directors may also, in its discretion, select an authorized stock split
which will result  initially  in a closing bid stock price below  $4.00,  if the
Board believes there to be a reasonable  possibility of a subsequent increase in
the trading price sufficient to reach the $4.00 listing minimum.

Accordingly,  the  Board is  asking  that the  stockholders  approve  a range of
reverse  stock  splits  of not less than 1 for 10 and not more than 1 for 50 and
authorize the Board of Directors to determine which of the reverse stock splits,
if any, in the specified  range to  implement.  A vote in favor of this proposal
will be a vote for  approval  of each of the reverse  stock split  ratios in the
specified  range, and for the granting of authority to the Board of Directors to
effectuate  one of the  reverse  stock  splits as the Board of  Directors  deems
advisable  at the time the reverse  stock split is to be  effected.  Stockholder
approval of this proposal  also gives the Board of Directors  the  discretion to
abandon the reverse  stock split if it deems it to be in the best  interests  of
the Company.

RISKS ASSOCIATED WITH THE REVERSE STOCK SPLIT

We cannot predict whether the reverse stock split will increase the market price
for our common  stock.  The  history of similar  stock  split  combinations  for
companies in like circumstances is varied. There is no assurance that:

  *  the market price per new share of our common stock after the reverse  stock
     split,  or "New  Shares",  will rise in  proportion to the reduction in the
     number of old shares of our common  stock  outstanding  before the  reverse
     stock split, or "Old Shares"; or

  *  the market  price per New Share will  either  exceed or remain in excess of
     the minimum bid price as required by Nasdaq or that we will  otherwise meet
     the requirements of Nasdaq for an initial listing for trading on Nasdaq.

The market price of our common stock will also be based on our  performance  and
other factors,  some of which are unrelated to the number of shares outstanding.
If the reverse  stock split is effected and the market price of our common stock
declines,  the percentage  decline as an absolute  number and as a percentage of
our overall market capitalization may be greater than would occur in the absence
of a reverse stock split.  Furthermore,  the reduced number of shares that would
be outstanding  after the reverse stock split will likely  significantly  reduce
the trading volume of our common stock and could otherwise  adversely affect the
liquidity of our common stock.



                                     PAGE 4

It is also  important  to note that even if we are able to meet the  minimum bid
price  requirement after the reverse stock split, we will still need to meet the
other  standards  applicable to the Company  required for an initial  listing on
Nasdaq including:


  *  either (a) stockholders' equity of $5 million, (b) a market  capitalization
     of $50  million or (c) net income of  $750,000  each for the most  recently
     completed  fiscal  year or two of the last  three most  recently  completed
     fiscal years;

  *  at least 1,000,000 shares publicly held;

  *  a $5 million  market value of shares not held directly or indirectly by any
     officer or director of the Company,  or by any person who is the beneficial
     owner of more than 10% of the total shares outstanding;

  *  at least 300 stockholders each holding 100 or more shares;

  *  at least three registered and active market makers; and

  *  compliance with mandated corporate governance requirements.

If we fail to meet any of these  requirements  for initial listing on The Nasdaq
SmallCap Market, even if we meet the minimum bid price requirement subsequent to
the approval of this  reverse  stock split  proposal,  the Company may still not
qualify for initial listing. In addition, even if we qualify for initial listing
under all of these  requirements,  we will  still  not be  eligible  for  Nasdaq
listing until we become current with our SEC filings and regain  compliance with
the periodic  reporting  requirements of the Exchange Act.  Further,  even if we
obtain an initial listing on The Nasdaq SmallCap Market,  we will be required to
continue to meet standards in order to maintain our listing, including:

  *  either  (a)   stockholders'   equity  of  $2.5  million  or  (b)  a  market
     capitalization  of $35 million or (c) net income of  $500,000  each for the
     most recently  completed fiscal year or two of the last three most recently
     completed fiscal years;

  *  at least 500,000 shares publicly held;

  *  a $1 million  market value of shares not held directly or indirectly by any
     officer or director of Cadiz, or by any person who is the beneficial  owner
     of more than 10% of the total shares outstanding;

  *  at least 300 stockholders each holding 100 or more shares;

  *  at least two registered and active market makers; and

  *  compliance with mandated corporate governance requirements.

IMPLEMENTATION AND EFFECTS OF THE REVERSE STOCK SPLIT

GENERAL.  The Board of Directors  will be  authorized  to effect a reverse stock
split and to select the reverse  stock  split  ratio,  from within the  approved
range, as deemed  appropriate by the Board of Directors  considering  market and
other  relevant  conditions  and the trading  price of our common  stock at that
time.  Depending  on the  reverse  stock  split  ratio  selected by the Board of
Directors,  at the time the  reverse  stock  split is  effected,  every 10 to 50
shares of the common  stock  outstanding  will  automatically  be  combined  and
converted into one share of common stock. For example, if the Board of Directors
selected a 1 for 10 reverse  stock  split,  every 10 shares of the common  stock
outstanding will be combined and converted into one share of common stock.

The reverse stock split will become effective upon the filing of an amendment to
our  Certificate  of  Incorporation  with the  Secretary  of State of  Delaware,
referred to as the  "effective  time".  Beginning at the  effective  time,  each
certificate representing Old Shares will be deemed for all corporate purposes to
evidence ownership of New Shares.



                                     PAGE 5

The  reverse  stock  split will not affect the number of shares of common  stock
that the Board of Directors is authorized to issue  pursuant to our  Certificate
of Incorporation.  However,  it will have the effect of increasing the number of
shares of common stock available for future issuance because of the reduction in
the number of shares that will be outstanding after giving effect to the reverse
stock split.

The reverse stock split would also have the following effects:

  *  all  outstanding  options and  warrants  entitling  the holders  thereof to
     purchase  shares of our common  stock will enable such holders to purchase,
     upon exercise of their options or warrants,  a fraction (for  instance,  in
     the case of a 1 for 10  reverse  stock  split,  1/10th ) of the  number  of
     shares of our  common  stock  that  such  holders  would  have been able to
     purchase upon exercise of their options or warrants  immediately  preceding
     the reverse  stock split at an exercise  price equal to some  multiple (for
     instance,  in the case of a 1 for 10 reverse  stock  split,  10 ) times the
     exercise  price  specified  before the reverse  stock  split,  resulting in
     approximately  the same  aggregate  price  being  required  to be paid upon
     exercise thereof immediately preceding the reverse stock split;

  *  the number of shares  reserved for issuance under our existing stock option
     plans and employee  stock purchase plans will be reduced by a fraction (for
     instance,  in the case of a 1 for 10 reverse  stock split,  1/10th ) of the
     number of shares currently included in such plans;

The reverse stock split will be effected simultaneously, and the exchange number
will be the same,  for all of our  outstanding  common stock.  The reverse stock
split will  affect  all of our  stockholders  uniformly  and will not affect any
stockholder's  percentage  ownership  interests  in the  Company,  except to the
extent that the reverse stock split results in any of our stockholders  owning a
fractional  share. As described below,  stockholders  holding  fractional shares
will be entitled to cash payments in lieu of such fractional  shares.  Such cash
payments will reduce the number of post-split  stockholders  to the extent there
are  stockholders  presently  holding  fewer  than the  number  of  shares to be
converted into one share as a result of the reverse stock split. This,  however,
is not the purpose for which we are effecting  the reverse  stock split.  Common
stock issued pursuant to the reverse stock split will remain fully paid and non-
assessable.   We  will  continue  to  be  subject  to  the  periodic   reporting
requirements of the Exchange Act of 1934, as amended,  sometimes  referred to as
the Exchange Act.

Upon stockholder  approval,  the Board of Directors will be authorized,  but not
required,  to proceed with the reverse  stock split.  The Board of Directors may
delay its decision to execute the reverse stock split indefinitely.

FRACTIONAL  SHARES.  No  certificates  for  fractional  shares will be issued in
connection  with the reverse stock split.  Stockholders  who otherwise  would be
entitled to receive  fractional  shares because they hold a number of Old Shares
not evenly divisible by the number of shares to be converted into one share as a
result  of  the  reverse  stock  split  will  be  entitled,  upon  surrender  of
certificate(s)  representing such shares, to a cash payment in lieu thereof. The
cash payment will equal the fraction to which the stockholder would otherwise be
entitled multiplied by the average of the high and low sales prices (as adjusted
to reflect the reverse stock split) of our common stock, as last reported on the
Pink Sheets



                                     PAGE 6

immediately prior to the effective time. The ownership of a fractional  interest
will not give the holder thereof any voting,  dividend or other rights except to
receive payments as described herein.

The funds required to purchase the fractional  share interests are available and
will be paid from our current cash  reserves.  Our  stockholder  list shows that
some of the  outstanding  common  stock is  registered  in the names of clearing
agencies and broker nominees. Since we do not know the numbers of shares held by
each  beneficial  owner for whom the clearing  agencies and broker  nominees are
record holders, we cannot predict with certainty the number of fractional shares
that will result from the reverse  split or the total amount we will be required
to pay for fractional share interests. However, we expect the amount will not be
material.

You will not have to pay any service  charges in connection with the exchange of
your certificates or the payment of cash in lieu of fractional shares.

You should be aware that,  under the escheat  laws of the various  jurisdictions
where stockholders reside,  where the Company is domiciled,  and where the funds
will be deposited, sums due for fractional interests that are not timely claimed
after the effective time may be required to be paid to the designated  agent for
each such jurisdiction.  Thereafter,  stockholders otherwise entitled to receive
such funds may have to obtain  them  directly  from the state to which they were
paid.

ACCOUNTING MATTERS. The reverse stock split will not affect the par value of our
common stock.  As a result,  as of the effective time, the stated capital on our
balance  sheet  attributable  to our common  stock will be reduced by a fraction
(for  instance,  in the case of a 1 for 10 reverse  stock  split,  1/10 ) of its
present  amount,  and the additional  paid-in  capital account shall be credited
with the amount by which the stated capital is reduced. The per share net income
or loss and net book value of our common stock will be increased  because  there
will be fewer shares of our common stock outstanding.

POTENTIAL  ANTI-TAKEOVER  EFFECT.  Although the increased proportion of unissued
authorized shares to issued shares could, under certain  circumstances,  have an
anti-takeover effect (for example, by permitting issuances that would dilute the
stock ownership of a person seeking to effect a change in the composition of our
Board of Directors or contemplating a tender offer or other  transaction for the
combination  of the Company  with  another  company),  the  reverse  stock split
proposal  is not being  proposed in response to any effort of which we are aware
to accumulate our shares of common stock or obtain control of us, nor is it part
of a plan by management to recommend a series of similar amendments to our Board
of Directors and stockholders. Other than the proposals in this proxy statement,
our Board of Directors does not currently contemplate  recommending the adoption
of any other  amendments  to our  Certificate  of  Incorporation  that  could be
construed to affect the ability of third parties to take over or change  control
of the Company.

EXCHANGE OF STOCK CERTIFICATES

As soon as practicable  after the effective time,  stockholders will be notified
that the reverse  stock  split has been  effected.  We expect that our  transfer
agent,  Madison  Stock  Company  will act as  exchange  agent  for  purposes  of
implementing  the exchange of stock  certificates.  Any Old Shares submitted for
transfer,  whether  pursuant to a sale,  other  dispositions or otherwise,  will
automatically be exchanged for New Shares.  STOCKHOLDERS  SHOULD NOT DESTROY ANY
STOCK  CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO
SO.

BOARD OF DIRECTORS' DISCRETION

Even if the  stockholders  approve the reverse stock split, the Company reserves
the right not to effect the reverse  stock  split if in the Board of  Directors'
opinion  it  would  not  be in  the  best  interests  of  the  Company  and  its
stockholders to effect such a reverse stock split.

NO DISSENTERS' RIGHTS



                                     PAGE 7

Under Delaware law, our stockholders are not entitled to dissenters' rights with
respect  to the  reverse  stock  split,  and we will not  independently  provide
stockholders with any such rights.

FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT

The following summary of material federal income tax consequences of the reverse
stock split does not purport to be a complete  discussion of all of the possible
federal income tax  consequences  of the reverse stock split and is included for
general  information  only.  Further,  this  summary does not address any state,
local or foreign income or other tax  consequences.  For example,  the state and
local tax  consequences of the reverse stock split may vary  significantly as to
each  stockholder,  depending upon the state in which such stockholder  resides.
Also,  this  summary does not address the tax  consequences  to holders that are
subject to special  tax rules,  such as banks,  insurance  companies,  regulated
investment companies, personal holding companies, foreign entities,  nonresident
alien individuals,  broker-dealers and tax-exempt entities. The summary is based
on the  provisions  of the United States  federal  income tax law as of the date
hereof, which is subject to change retroactively as well as prospectively.  This
summary also assumes that the Old Shares were,  and the New Shares will be, held
as  "capital  assets" , as  defined in the  Internal  Revenue  Code of 1986,  as
amended  (generally,  property  held for  investment).  The tax  treatment  of a
stockholder may vary depending upon the particular  facts and  circumstances  of
such  stockholder.  Each stockholder is urged to consult with his or her own tax
adviser with respect to the tax consequences of the reverse stock split.

Other than with respect to any cash  received  instead of a fractional  share of
Tiger  Telematics  common  stock,  no gain or loss  should  be  recognized  by a
stockholder  upon such  stockholder's  exchange  of Old  Shares  for New  Shares
pursuant to the reverse  stock split.  The aggregate tax basis of the New Shares
received  in the  reverse  stock  split  will be the  same as the  stockholder's
aggregate tax basis in the Old Shares exchanged therefore,  reduced by the basis
attributable to any fractional share for which cash is received.  In general,  a
stockholder  who receives  cash  instead of a  fractional  share of Tiger common
stock  as a  result  of the  reverse  stock  split  will be  treated  as if such
fractional  share was received and then redeemed by Tiger.  The stockholder will
recognize  capital  gain or loss based on the  difference  between the  adjusted
basis in the  fractional  share  redeemed and the amount of cash  received.  The
federal income tax liability,  if any,  generated by the receipt of cash in lieu
of a fractional  share should not be material in amount in view of the low value
of the fractional  share.  The  stockholder's  holding period for the New Shares
will  include  the  period  during  which the  stockholder  held the Old  Shares
surrendered in the reverse stock split.

Our view  regarding  the tax  consequences  of the  reverse  stock  split is not
binding  on the  Internal  Revenue  Service  or the  courts.  Accordingly,  each
stockholder  should  consult with his or her own tax adviser with respect to all
of the potential tax consequences of the reverse stock split.



PROPOSAL   NUMBER  ONE  CALLS   Approval  of  an  amendment  to  the   Company's
Certification  of Incorporation to effect a reverse stock split of not less than
1 for 10 and not more than 1 for 50 and to  authorize  the Board of directors to
determine  which,  if any, of these reverse stock spots to effect.  THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER ONE.

OTHER MATTERS

We do not intend to bring any  matters  before the  special  meeting  other than
approval of the reverse split amendment to our certificate of incorporation, and
we know of no other matters to be brought  before the meeting by others.  If any
other matters properly come before the special meeting, the persons named in the
accompanying proxy will have authority to vote on them in their discretion.



BY ORDER OF THE BOARD OF DIRECTORS,


  /s/ Michael Carrender
 ------------------------
 Michael Carrender, CEO
 Jacksonville, FL
 May 25, 2004