UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2004





[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1924
For the transition period from ___________ to ___________
Commission file number 000-28335
FEDERAL SECURITY PROTECTION SERVICES, INC.
(Name of Small Business Issuer in its Charter)
                DELAWARE                              84-1080043
     (State or other jurisdiction                    (I.R.S. Employer
          of incorporation or                      Identification Number)
organization)

 4255 South Bannock St., Englewood, CO          	    80110
   (Address of principal executive offices)               (Zip Code)


Issuer's telephone number (866) 932-2628

Securities registered under Section 12(b) of the Exchange Act:

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

Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes __X__  No ____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference I
Part III of this Form 10-KSB, or any amendment to this Form 10-KSB.  [   ]
State the issuer's revenues for its most recent fiscal year.  $	.00
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $398,760.55 as of
June 25, 2004, at closing price of $.05 per share.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes __X__  No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of each of the issuer's classes of
common equity, as of June 25, 2004 is:
Common stock, par value $.001:  7,975,211

DOCUMENTS INCORPORATED BY REFERENCE
***

Transitional Small Business Disclosure Format (check one):
Yes ____ No __X__

PART I

ITEM 1.  DESCRIPTION OF BUSINESS
GENERAL
As of this filing Federal Security Protection Services, Inc., (the "Company")
is not engaged actively in any business.  As of June 9, 2003 the acquisition
of Iris Broadband, Inc. ("Iris") was reversed, therefore the Company has
no active business (see "Subsequent Events") since that time.
The financial statements contained herein reflect the reversal of the
acquisition of Iris, and therefore show unconsolidated financial
statements reflecting only FSPS results.

HISTORY
The Company was organized under and pursuant to the laws of the State of
Delaware on January 19, 1988 as Windom, Inc.  On August 22, 1997,
Windom, Inc., as a non-operating public shell, merged with New York
Bagel Exchange, Inc.  The Company underwent a reorganization with Windom, Inc.,
which resulted in the retirement of all the common and preferred shares
of both companies and the reissuance of certain shares of the Company which
continued to do business as New York Bagel Exchange, Inc.

On January 26, 1999, New York Bagel Exchange, Inc. changed its name to
Web4boats.com, Inc. which, after another two changes of name continued to
be the name of the Company.

During fiscal 1999,the Company began making plans to develop a commercial
internet site and the Company contemplated that recreational boaters,
manufacturers, dealers,marinas and individual buyers and sellers would
advertise sales and services related to the boating industry.  The effort
to develop the internet site continued for approximately two years. The Company
was not successful in raising the necessary funds to finance the continuing
operations of the internet site and due to the fact that revenues from the
operation of the site had not been significant, management of the Company
determined to change the business operations of the Company.

On November 6, 2001 the Company amended its Articles of Incorporation
and appropriated the name Federal Security Protection Services, Inc.  The
name change was approved by the shareholders on March 12, 2002.  The Company
sought suitable candidates in the field of security, for acquisition by the
Company.  On April 25, 2002, the Company entered into an agreement with
Iris pursuant to which Iris agreed to render certain services to the Company
which services were designed to accelerate the Company's business realignment.
The Company acquired all of the issued and outstanding stock of Iris as of
September 6, 2002.

On June 9, 2003 the acquisition of Iris was reversed.  The former
management of Iris desired to return to the status of a privately-held
company due to the expense of being a public company and the newly
adopted onerous regulations governing all public companies. (See
("Subsequent Events").


The Company's principal place of business is 4255 South Bannock St.,
Englewood, CO 80110.


Iris Broadband, Inc.

The Board of Directors approved on June 9,2003, the reversal of the
plan of reorganization of Iris Broadband, Inc. and the Company.  This
action came about over time as an assessment was done of the costs
required to be a public company, particularly in light of recently
enacted Sarbanes-Oxley regulations.  Iris had underwritten all costs
since prior to the merger, and could not afford to continue to do so.
Compliance with these new regulations is onerous for small publicly-held
companies without the financial and staff resources necessary to be
devoted to all of the requirements. The issued and outstanding shares of
Preferred Series B stock of FSPS were transferred back to FSPS by the
former Iris shareholders in return for Iris shares. All stock options
issued to Gary O'Neal, Michael Landers,Edward Reynolds, John Fentum
and Thomas Polich were cancelled upon the approval of the unwind
resolution.  Additionally, Gary O'Neal, Michael Landers and Edward
Reynolds resigned from their respective Director and employment positions.
Mr. Fentum and Mr. Polich resigned from the Board of Directors. The
financial statements contained herein reflect the reversal of the
acquisition of Iris, and therefore show unconsolidated financial
statements reflecting only FSPS results, not including Iris results.

BUSINESS
Upon consummation of the acquisition of all of the outstanding stock of Iris,
the Company marketed IP-based products and services with emphasis on
Internet and data security.  Development of a market for these services
has been extremely difficult without adequate capital.  The reversal of
the acquisition of Iris necessitates a search for an entity looking to
acquire a publicly-held company.


MARKET
The market for providing IP (Internet Protocol) based products and information
security is intensely competitive, and competition is expected to increase
in the future.  The Company's business has high barriers to entry.
Expected budget increases in the public and private sectors for security
services have been minimal to non-existent. Development of a market for these
services is extremely difficult without adequate capital.


GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

Compliance with Sarbanes-Oxley regulations is onerous for small publicly-held
companies without the financial and staff resources necessary to be
devoted to all of the requirements.

COMPETITION

Competition is a non-issue at this point, given the reversal of the Iris
Broadband acquisition.  The Company presently does not have any viable business.

STAFF
KEY PERSONNEL
The Company does not maintain key person life insurance for any of its
personnel.

ITEM 2.  DESCRIPTION OF PROPERTY.
The corporate headquarters, now located in Englewood Colorado consists of
approximately 400 square feet of space located at 4255 South Bannock St.,
Englewood, CO 80110.  These are the offices of the Secretary of the
corporation, and no rent is being charged to the corporation to date.

ITEM 3.  LEGAL PROCEEDINGS.
None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.

PART II
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock trades under the symbol "FSPS" on the OTC
Electronic Bulletin Board.  Trading commenced in the second quarter of 1998
with the symbol EBOT.  On March 12th, 2002, the Company's annual
shareholders' meeting was held and as a result of the significant changes to
the business and name of the company, a new trading symbol was applied for
and "FSPS" was subsequently approved.  The stock has been relatively inactive
over the last fiscal year, and data may be able to be obtained from the OTC
Electronic Bulletin Board.


As of March 31, 2004 there were approximately 600 record owners of Common Stock.
The Company has not paid any dividends on its Common Stock since inception.
It is the present policy of the Company not to pay cash dividends and to
retain future earnings to support the Company's growth.  Any payment of cash
dividends in the future will be dependent upon the amount of funds legally
available therefor, the Company's earnings, financial condition, capital
requirements and other factors that the Board of Directors may deem relevant.
The Company does not anticipate paying any cash dividends in the foreseeable
future.

RECENT SALES OF UNREGISTERED SECURITIES

Stock options
All options were exercisable at time of grant and no options
have been exercised as of March 31, 2004.  The number of shares represented
by stock options outstanding at March 31, 2004 are 6,225,000 shares with an
option price of $.15 per share,and with a market price at date of
grant of $.09 to $2.00 per share. Outstanding options expire on various dates
from March 2007 to December 2007.

As of June 9, 2003 a number of options were cancelled because of the reversal
of the acquisition of Iris Broadband. The number of shares represented by
stock options outstanding at June 9, 2003 are 3,525,000 shares with an
option price of $.15 per share,and with a market price at date of grant of
$.25 to $2.00 per share.  Outstanding options expire on March 2007.

Preferred stock
In June, 1999, the Company authorized the issuance of 20,000,000 shares
of $.001 par value, preferred stock.  In August, 1999, 10,000 shares of
preferred stock was designated as Series A preferred stock with conversion
rights of one share of Series A preferred to 100 shares of common stock.
Subsequently, the 10,000 shares of Series A preferred was sold for $100,000
to a related party.  A beneficial conversion feature of $100,000 was present
in the transaction and is reflected in stockholders' equity at March 31, 2002.

In August, 2000, the outstanding 10,000 shares of Series A preferred stock
were converted to 1,000,000 shares of common stock.  The Series A preferred
shares were then cancelled and returned to the status of authorized and
unissued.  In November, 2001, 70,000 shares of Series A preferred stock
were issued as incentive to four related parties for providing the
Company with operating capital from loans totaling $20,000 and
from purchase of common stock for $50,000.  It should be noted however,
that the 70,000 shares of Series A Preferred stock are subject to a 10
for 1 reverse split immediately following the 1 for 100 conversion to
common stock that the Series A stock provides when exercised.  Thus,
the final result is that the Series A preferred stock will ultimately
convert from 1 share of Series A preferred, to 10 shares of common stock.

Each share of Series B Preferred Stock is convertible into 100 shares
of Common Stock after March 6, 2003.  Series B Preferred Stock votes with
the Common Stock on all matters.  There were 70,000 shares of Series B
Preferred stock outstanding as of March 31, 2003.  The designation of
rights and preferences were filed with the State of Delaware Secretary
of State on September 11, 2002. The reversal of the acqusition of Iris
Broadband, Inc. on June 9, 2003 resulted in the return to treasury of
the 70,000 shares of Series B Preferred stock.  In November, 2003, 20,000
shares of Series B stock were issued to two related parties for providing
the Company with management services during the calender year ending December
31, 2003.  Therefore, as of March 31, 2004, the Company has 20,000 shares
of Series B Preferred outstanding.

Each share of Series C Preferred Stock is convertible into 100 shares
of Common Stock after January 15, 2004.  Series C Preferred Stock votes with
the Common Stock on all matters.  There are 3,800 shares of Series C
Preferred stock outstanding as of March 31, 2004.  The designation of rights
and preferences were filed with the State of Delaware Secretary of State on
January 22, 2002.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
You should read the following discussion of our results of operations and
financial condition in conjunction with our consolidated financial statements
and related notes included elsewhere in this Form 10-KSB.  Unless specified
otherwise as used herein, the terms "we," "us" or "our" refers to the Company.

OVERVIEW
On November 6, 2001 the Company amended its Articles of Incorporation and
appropriated the name Federal Security Protection Services, Inc.  On March 12,
2002,the name change was approved by the shareholders.

The Company sought suitable candidates in the field of security, for acquisition
by the Company.  On April 25, 2002, the Company entered into an agreement with
Iris pursuant to which Iris agreed to render certain services to the Company
which services were designed to accelerate the Company's business realignment.
The Company acquired all of the issued and outstanding stock of Iris as of
September 6, 2002.

In contemplation of the consummation of the acquisition, on May 23, 2002,
Mr. Dennis Schlagel, the Company's then President and Mr. Blair Merriam, the
Company's then General Manager, resigned their offices (both, however,
remained as Directors of the Company) and Mr. Gary O'Neal, and Mr.  Michael
Landers (respectively Chief Executive Officer and President of Iris)
respectively became President and Vice President of Finance of the Company.
Messrs. O'Neal and Landers were also appointed Directors of the Company.

On June 9, 2003 the acquisition of Iris was reversed.  The former
management of Iris desired to return to the status of a privately-held
company due to the expense of being a public company, the difficulty in raising
additional operating capital and the newly adopted onerous regulations governing
all public companies. (See "Subsequent Events").

On the same date Mr. Daniel Thornton (Secretary and a Director of the Company)
was appointed Vice President - Business Development of the Company.
(See "Directors and Executive Officers".)

The Company has an extremely limited operating history, and its
prospects are subject to the risks, expenses and difficulties frequently
encountered by uner-capitalized companies.  The reversal of the acquisition
of Iris may result in the Company searching for a well-capitalized entity
in need of a public vehicle.

The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control.  These factors include the acceptance of FSPS by potential
acquisitions.  Due to all of the foregoing factors, in some future quarter
the Company's operating results may fall below the expectations.

The Company's principal place of business is 4255 South Bannock St.,
Englewood, CO 80110.

RESULTS OF OPERATIONS
The financial statements contained herein reflect the reversal of the
acquisition of Iris, and therefore show unconsolidated financial
statements reflecting only FSPS results, not including Iris results.

Revenues for the fiscal year ended March 31, 2003 were $-0-.  For the fiscal
year ended March 31, 2004 revenues were $-0-.  Operating expenses consisted
of salaries and general and administrative expenses.  General and
administrative expense primarily consists of executive, consulting, financial
and legal expenses and related costs. Salaries expense was
$207,500 and $-)- in the fiscal years ended March 31, 2003, and 2004
respectively. General and administrative expense was
$333,310 and 276,010 in the fiscal years ended March 31, 2003, and 2004
respectively.  Executive compensation in the form of salary and common
stock options were granted to Dennis Schlagel, Blair Merriam and Daniel
Thornton in the form of S-8 stock. (See "Security Ownership of Certain
Beneficial Owners and Management" Item 11 below, "Executive Compensation"
Item 6 below,and "Certain Relationships and Related Transactions" Item
12 below.) The Company has total net loss as of March 31, 2003 of $743,810
and as of March 31, 2004 of $276,446.  The accumulated deficit as of March 31,
2003 was $5,305,170 and as of March 31, 2004 of $5,581,616.

The Company does not have any non-officer employees.

Effective June 9, 2003, Mr. O'Neal and Mr. Landers resigned as officers and
directors of the Company.  Mr. Blair Merriam was elected to the position of
President and CEO as of June 9, 2003.  On April 30, 2004 Mr. Blair Merriam
resigned his position as President and CEO of the Company.  Mr. Dennis
Schlagel was elected as CEO on April 30 2004.  No compensation plan is
in place for him.

LIQUIDITY AND CAPITAL RESOURCES
The Company's auditor has issued an opinion about the Company's ability to
continue as a going concern. The Company does require a significant cash
infusion to further its implementation plans.

In June, 1999, the Company authorized the issuance of 20,000,000 shares of
$.001 par value, preferred stock.  In August, 1999, 10,000 shares of
preferred stock was designated as Series A preferred stock with conversion
rights of one share of Series A preferred to 100 shares of common stock.
Subsequently, the 10,000 shares of Series A preferred was sold for $100,000
to a related party.  A beneficial conversion feature of $100,000 was present
in the transaction and is reflected in stockholders' equity at March 31, 2002.

In August, 2000, the outstanding 10,000 shares of Series A preferred stock
were converted to 1,000,000 shares of common stock.  The Series A preferred
shares were then cancelled and returned to the status of authorized and
unissued.  In November, 2001, 70,000 shares of Series A preferred stock
were issued as incentive to four related parties for providing the Company
with operating capital from loans totaling $20,000 and from purchase of common
stock for $50,000.  The Company currently has 60,000 shares of Series A
outstanding as of March 31, 2004.

With respect to fiscal years beyond March 31, 2004, the Company will need to
raise additional capital to meet operating requirements.  Revenues have
decreased and expenses have continued to exceed revenues.  Accordingly, the
Company does not expect to be able to fund operations from internally
generated funds for the foreseeable future.

The Company currently has no material commitments. We have no commitments
for any additional financing, and there can be no assurance that any such
commitments can be obtained on favorable terms, if at all.

Any additional equity financing may be dilutive to stockholders, and debt
financing, if available, may involve restrictive covenants with respect to
dividends, raising capital and other financial and operational matters which
could restrict our operations or finances.  If we are unable to obtain
additional financing as needed, we may be required to reduce the scope of
our operations or our anticipated expansion, which could have a material
adverse effect on our business, results of operations and financial condition.

PLAN OF OPERATION
Over the next twelve months the Company plans to devote most of its efforts
and financial resources toward identifying prospective buyers of the Company.

There can be no assurance that funding or deals will be available to the
Company. In the event that such funding is not available to the Company,
then FSPS would be forced to use whatever cash is generated.

Any additional equity financing may be dilutive to our stockholders, and debt
financing, if available, may involve restrictive covenants with respect to
dividends, raising capital and other financial and operational matters which
could restrict our operations or finances.  If we are unable to obtain
additional financing as needed, we may be required to reduce the scope of our
operations or our anticipated expansion, which could have a material adverse
effect on our business, results of operations and financial condition.
The Company is preparing a private placement offering of its common stock.
The securities will not be registered under the Securities Act of 1933, as
amended.  No assurance can be given that the Company will be successful in
obtaining all or any part of the equity financing sought.

KNOWN RISKS AND TRENDS
SEASONALITY
The Company does not expect to be sensitive to seasonal fluctuation.

LIABILITY FOR THE COMPANY'S SERVICES
Liability issues affecting the Company would be no more or no less than
any other public shell.

ITEM 7.  FINANCIAL STATEMENTS.
Report of Independent Auditor


	Report of Independent Auditor



To the Board of Directors and Shareholders
   of Federal Security Protection Services, Inc.:

I have audited the accompanying balance sheet of Federal Security Protection
Services, Inc. as of March 31, 2003, and the related statements of operations,
cash flows, and shareholders' deficit for the year then ended.  These
financial statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a reasonable basis
for my opinion.

In my opinion, such financial statements present fairly, in all material
respects, the financial position of Federal Security Protection Services, Inc.
as of March 31, 2003, and the results of operations and cash flows for the
year ended March 31, 2003 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that Federal
Security Protection Services, Inc. will continue as a going concern.  As
discussed in Note 8 to the financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Notes 1
and 8.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Carl S. Sanko

Carl S. Sanko
Topanga, California
June 30, 2003



	Report of Independent Auditor



To the Board of Directors
Federal Security Protection Services, Inc.

We have audited the accompanying balance sheet of Federal Security Protection
Services, Inc. as of March 31, 2004, and the related statements of operations,
cash flows, and shareholders' deficit for the year then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based
on my audit.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Federal Security Protection Services,
Inc. as of March 31, 2004, and the results of operations and cash flows for
the year then ended in conformity with accounting principles generally
accepted in United States of America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Notes 1 and 8 to the
financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 8.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.



/s/ Jonathon P. Reuben CPA

Jonathon P. Reuben, C.P.A.
Accountancy Corporation
Torrance. California
January 18, 2005











	Federal Security Protection Services, Inc.
	Balance Sheets
	March 31, 2004 and 2003





	                                                 March 31,        March 31,
           	                                            2004             2003
							(Restated)

Assets


Current assets
Cash	                                              $   8,011        $   1,205
	Total current assets	                          8,011            1,205


Property and equipment
  Equipment	                                          2,444            2,444
  Accumulated depreciation	                         (2,196)          (1,708)
Property and equipment, net	                            248              736


Other assets
  Investment in Affiliate 	                             0                0
	Total other assets	                             0                0


Total assets	                                     $   8,259        $   1,941









	See accompanying notes to financial statements



	Federal Security Protection Services, Inc.
	Balance Sheets
	March 31, 2004 and 2003

	                                                 March 31,        March 31,
           	                                            2004             2003
							(Restated)

Liabilities and Shareholders' Equity

Current liabilities
  Accounts payable                   	             $    9,200       $   10,166
  Accrued expenses	                                 52,028           44,562
  Due to related parties	                        144,000                0
  Due to Affiliate	                                      0          297,208
  Accrued litigation settlement				     0            42,500
  Short-term borrowings	                       		175,045          156,781
	Total current liabilities	                380,273          551,217

Commitments and contingencies

Shareholders' (deficit)
  Convertible preferred stock, par value of
	$.001, 20,000,000 shares authorized,
	70,000 shares designated Series A and 60,000
	issued and outstanding at March 31, 2004 and
	March 31, 2003, respectively. Aggregate
	liquidation preference of $600,000 at
	March 31, 2004.	                                      60               60
	100,000 shares designated Series B and 20,000
	issued and outstanding at March 31, 2004
	and 70,000 at March 31, 2003. Aggregate
	liquidation preference of $2,000,000 at
	March 31, 2004.	                                      20               70
	10,000 shares designated Series C and 3,800
	issued and outstanding at March 31, 2002 and
	at March 31, 2003, respectively. Aggregate
	liquidation preference of $380,000 at
	March 31, 2004.					        4               4
  Common stock, par value $.001,
	100,000,000 shares authorized,
	8,475,211 and 6,275,211 issued
	and outstanding at March 31, 2004
	and 2003, respectively	                           8,475            6,275
  Paid in capital	                               5,158,543        4,749,485
  Accumulated deficit	                              (5,539,116)      (5,305,170)
	Total shareholders' deficit	                (372,014)        (549,276)


Total liabilities and shareholders' equity	      $    8,259       $    1,941




	See accompanying notes to financial statements


	Federal Security Protection Services, Inc.
	Statements of Operations
	For the Years Ended March 31, 2004 and 2003





	                                               Year Ended       Year Ended
	                                                 March 31,        March 31,
           	                                            2004             2003
							(Restated)


Revenues                       	                    $        0       $        0




Operating expenses:
  Salaries	                                               0          207,500
  Marketing	                                             436                0
  General and administrative	                         254,559          310,038
Total operating expenses	                         254,995          517,538

Loss from operations	                                (254,995)        (517,538)

Other Income,(Loss):
  Interest expense	                                  (21,451)        (23,272)
  Cancellation of indebtedness	                         42,500                0
  Equity in net loss of unconsolidated affiliate	        0        (203,000)

Net loss	                                       $ (233,946)     $ (743,810)


Basic and dilutive loss per share	                  $  (.03)        $  (.13)








	See accompanying notes to financial statements


	Federal Security Protection Services, Inc.
	Statements of Cash Flows
	For the Years Ended March 31, 2004 and 2003





                                                   Year Ended       Year Ended
                                                    March 31,        March 31,
       	                                               2004             2003
						   (Restated)        (Restated)

Cash flows from operating activities
  Net loss                        	          $  (233,946)    $  (743,810)
  Adjustments to reconcile net loss to
	net cash used in operating activities
	  Equity in unconsolidated subsidiary loss	   0          203,000
	  Cancellation of indebtedness	              (42,500)              0
         Depreciation	                                 488              488
	  Common stock issued for services	      76,500          266,295
	Grant of common stock options	                   0           88,395
Preferred stock issued for services            	      10,000                0
            Preferred stock issued for payable	           0           37,566
    	Changes in operating assets and
		  liabilities
		  Prepaid expenses	                   0           13,000
		  Accounts payable	               (966)          (90,782)
		  Accrued expenses	              21,130           17,652
		  Due to related parties	     144,000                0
		  Due to Affiliate	                   0          297,208
	  Short term borrowings	                           0              500
	Net cash used in operating activities	     (25,294)             117


Cash flows from investing activities
	Net cash provided by (used in) investing
	activities	                                   0                0


Cash flows from financing activities
  Proceeds from sale of common stock	              25,000                0
  Advances from related party	                      15,100                0
  Repayments to related party	                     (10,500)               0
  Advance from unconsolidated subsidiary	       2,500                0
 	Net cash provided by activities		      32,100                0

Net increase (decrease) in cash	                       6,806            1,117

Cash, beginning of year	                               1,205               88

Cash, end of year	                           $   8,011        $   1,205



	See accompanying notes to financial statements

	Federal Security Protection Services, Inc.
	Statements of Cash Flows
	For the Years Ended March 31, 2004 and 2003





	                                          Year Ended       Year Ended
	                                           March 31,        March 31,
        	                                      2004             2003
						  (Restated)        (Restated)

Supplemental Disclosures of Cash Flow
  Information

Cash paid during the year for:
  Interest 			                   $  322           $ 120
  Income taxes					        0		0

Noncash investing and financing activity:

During the year ended March 31, 2003, the Company issued 1,700,000 shares of
its common stock, of which 1,500,000 shares were to related parties.  The
shares were compensation in exchange for $76,500 in management and legal
services.

During the year ended March 31, 2004, the Company issued 20,000 shares of
its Series B preferred stock, of which 10,000 shares was to a related party.
The shares were compensation in exchange for $10,000 in management services.





	Federal Security Protection Services, Inc.
	Statements of Shareholders' Equity
	For the Years Ended March 31, 2004 and 2003





	                                        Year Ended       Year Ended
	                                         March 31,        March 31,
        	                                   2004             2003
						(Restated)


Convertible preferred stock:
  Balance, beginning of year                 $      134       $       70
  Convertible preferred stock issued	             20               74
  Convertible preferred stock retired	            (70)               0
  Convertible preferred stock converted	              0              (10)
	Balance, end of year	                     84              134



Common stock and paid in capital:
  Balance, beginning of year	             4,755,760         4,248,963
  Common stock issued	                       411,258           506,797

	Balance, end of year	             5,167,018         4,755,760



Accumulated deficit:
  Balance, beginning of year	            (5,305,170)      (4,561,360)
  Net loss	                              (233,946)        (743,810)

	Balance, end of year	            (5,539,116)      (5,305,170)



Total shareholders' equity	          $   (327,014)      $ (549,276)






	See accompanying notes to financial statements





	NOTES TO FINANCIAL STATEMENTS




Note	1  Summary of significant accounting policies

Basis of Presentation

The Company's financial statements are prepared using the accrual method
of accounting in accordance with accounting principles generally accepted
in the United States and have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
in the normal course of business. (See Note 8).

Organization and business
Federal Security Protection Services, Inc. ("the Company"), a Delaware
Corporation, was incorporated on January 19, 1988 as Windom, Inc.  On August
22, 1997, Windom, Inc., as a non-operating public shell, merged with New York
Bagel Exchange, Inc. with each then outstanding share of New York Bagel
Exchange, Inc. common stock being, by virtue of the merger, cancelled. The
then outstanding shares of Windom, Inc. common stock continued unchanged as
the outstanding shares of the surviving corporation.  The surviving
corporation continued the business of wholesale and retail sale of bagels
and related items.  On January 26, 1999, New York Bagel Exchange, Inc.
changed its name to Webboat.com, Inc.  On March 22, 1999, the Board of
Directors approved the sale of the Company's inventory and fixed assets for
$120,000.  The Company ceased its bagel business operations on March 25,
1999.  The actual disposal date of assets subject to the sale was on April
19, 1999.  A gain of approximately $72,000 resulted upon the disposition for
the year ended December 31, 1999. On April 2, 1999, Webboat.com, Inc. changed
its name to Windom.com, Inc., on April 20, 1999, Windom.com, Inc. changed its
name to Web4boats.com, Inc., and during fiscal year 1999, the Company began
making plans to develop a commercial internet site in which boat builders,
manufacturers, dealers, marinas, individual buyers and sellers would come
to advertise sales and services related to the boating industry.
Subsequently, through November 30, 1999 the Company continued to invest
substantially in website development and related costs.  While all such
development costs were expensed as incurred, the Company expected, as a
going concern, to realize future benefits from these costs.

On December 1, 2001, the Company ended its pursuit of developing an Internet
boating site.  The much slower than anticipated growth in popularity of its
website, with correspondingly minimal revenues, rendered putting further
resources into Internet boating unviable.  Accordingly, the boating website
was closed in January, 2002. On March 12, 2002 Web4Boats.com, Inc. changed
its name to Federal Security Protection Services, Inc.  The acquisition of
Iris Broadband, Inc. (see note 2) on September 6, 2002, allowed the Company to
become a full-service managed security services company and a secure Internet
Protocol ("IP") network services provider.  Between September 6, 2002 and
June 9, 2003, the Company provided products and services to customers
(carriers, other IP-based service providers, systems integrators,
business enterprises) on a turnkey or per-requirement basis.  It developed
custom solutions for securing virtual private networks, email/document
security management, digital rights management, content delivery networks,
IP-based video products suite and others requiring IP based network
security solutions.  These integrated solutions can be deployed on a secure
network which provides integrated access to 85% of the United States and
in 115 countries.  The Company also provided desktop-to-desktop managed
security network solutions and other policy-based services.   As discussed in
Note 2, the Company reversed its merger with Iris Broadband, Inc. and, as a
result, discontinued business operations.  The Company expects to fulfill its
plans and, as a going concern to derive revenues during fiscal year 2004
and following years, by its acquisition of existing security related companies
or by pursuing feasible opportunities in other industries.

Property and equipment
Equipment is recorded at cost and depreciated over estimated useful lives of
five years using the straight-line method.  Trademarks are recorded at cost
and amortized over estimated useful lives of five years using the straight-
line method.


Long-Lived Assets

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets," was issued establishing new rules and clarifying
implementation issues with SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of, "by
allowing a probability-weighted cash flow estimation approach to measure
the impairment loss of a long-lived asset. The statement also established
new standards for accounting for discontinued operations. Transactions that
qualify for reporting in discontinued operations include the disposal of a
component of an entity's operations that comprises operations and cash flow
that can be clearly distinguished, operationally and for financial reporting
purposes, from the rest of the entity. The statement is effective for fiscal
years beginning after December 15, 2001. The Company adopted this standard
and its adoption has no significant effect on the Company's financial
statements.


Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers cash
and cash equivalents to include all stable, highly liquid investments with
maturities of three months or less.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States require management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities,
and the reported amounts of revenues and expenses.  Actual results could
differ from those estimates.

Income Taxes

The Company accounts for its income taxes under the provisions of Statement
of Financial Accounting Standards 109 ("SFAS 109").  The method of accounting
for income taxes under SFAS 109 is an asset and liability method.  The asset
and liability method requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences
between tax bases and financial reporting bases of other assets and
liabilities.

Fair Value of Financial Instruments

Pursuant to SFAS No. 107, "Disclosures About Fair Value of Financial
Instruments", the Company is required to estimate the fair value of all
financial instruments included on its balance sheets as of March 31, 2004
and 2003.  The Company considers the carrying value of such amounts in the
financial statements to approximate their face value.


Issuances Involving Non-cash Consideration

All issuances of the Company's stock for non-cash consideration have been
assigned a dollar amount equaling either the market value of the shares issued
or the value of consideration received whichever is more readily
determinable. The majority of the non-cash consideration received pertains to
services rendered by consultants and others and have been valued at the
estimated value of the services rendered.


Earnings per share
The Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings (loss) per share.
Basic earnings (loss) per share is computed by dividing net income
(loss) available to common stockholders by the weighted average number
of common shares outstanding for the period.  Diluted earnings (loss)
per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into
common stock.  In accordance with FASB 128, any anti-dilutive effects on net
earnings (loss) per share are excluded. For 2004 and 2003, common stock
equivalents are anti-dilutive and, accordingly, basic and diluted earnings
per share are the same. Weighted shares outstanding as of March 31, 2004
and 2003 were 7,499,528 and 5,527,008, respectively.

Reclassification

Certain amounts have in June 30, 2003 have been reclassified to conform with
the June 30, 2004's presentation. Such reclassification had no effect on net
income as previously reported.

New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" (an
interpretation of Accounting Research Bulletin (ARB) No. 51, "Consolidated
Financial Statements"). Interpretation 46 addresses consolidation by business
enterprises of entities to which the usual condition of consolidation
described in ARB-51 does not apply. Interpretation 46 changes the criteria
by which one company includes another entity in its consolidated financial
statements. The general requirement to consolidate under ARB-51 is based on
the presumption that an enterprise's financial statements should include all
of the entities in which it has a controlling financial interest (i.e.,
majority voting interest). Interpretation 46 requires a variable interest
entity to be consolidated by a company that does not have a majority voting
interest, but nevertheless, is subject to a majority of the risk of loss from
the variable interest entity's activities or entitled to receive a majority
of the entity's residual returns or both. A company that consolidates a
variable interest entity is called the primary beneficiary of that entity. In
December 2003 the FASB concluded to revise certain elements of Interpretation
46, primarily to clarify the required accounting for interests in variable
interest entities. Interpretation 46R replaces Interpretation 46, that was
issued in January 2003. Interpretation 46R exempts certain entities from its
requirements and provides for special effective dates for entities that have
fully or partially applied Interpretation 46 as of December 24, 2003. In
certain situations, entities have the option of applying or continuing to
apply Interpretation 46 for a short period of time before applying
Interpretation 46R. In general, for all entities that were previously
considered special purpose entities, Interpretation 46 should be applied in
periods ending after December 15, 2003. Otherwise, Interpretation 46 is to be
applied for registrants who file under Regulation SX in periods ending after
March 15, 2004, and for registrants who file under Regulation SB, in periods
ending after December 15, 2004. The Company does not expect the adoption to
have a material impact on the Company's financial position or results of
operations.


During April 2003, the FASB issued SFAS No. 149 - "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," effective for
contracts entered into or modified after June 30, 2003, except as stated
below and for hedging relationships designated after June 30, 2003. In
addition, except as stated below, all provisions of SFAS No. 149 should be
applied prospectively. The provisions of SFAS No. 149 that relate to Statement
133 Implementation Issues that have been effective for fiscal quarters that
began prior to June 15, 2003, should continue to be applied in accordance
with their respective effective dates. In addition, paragraphs 7(a) and
23(a), which relate to forward purchases or sales of when issued securities
or other securities that do not yet exist, should be applied to both existing
contracts and new contracts entered into after June 30, 2003. The Company
has implemented this pronouncement and has concluded that the adoption has
no material impact to the financial statements.

During May 2003, the FASB issued SFAS No. 150 - "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity,
"effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective for public entities at the beginning of
the first interim period beginning after June 15, 2003. SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a freestanding financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Some of the provisions
of this SFAS No. 150 are consistent with the current definition of
liabilities in FASB Concepts Statement No. 6, "Elements of Financial
Statements." The Company has implemented this pronouncement and has concluded
that the adoption has no material impact to the financial statements.

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'
Disclosures about Pensions and Other Post Retirement Benefits" which replaces
the previously issued Statement. The revised Statement increases the
existing disclosures for defined benefit pension plans and other defined
benefit post- retirement plans. However, it does not change the measurement
or recognition of those plans as required under SFAS No. 87, "Employers'
Accounting for Pensions," SFAS No. 88, "Employers' Accounting for Settlements
and Curtailments of Defined Benefit Pension Plans and for Termination
Benefits," and SFAS No. 106, "Employers" Accounting for Post Retirement
Benefits Other Than  Pensions." Specifically, the revised Statement requires
companies to provide additional disclosures about pension plan assets, benefit
obligations, cash flows, and benefit costs of defined benefit pension plans
and other defined benefit post-retirement plans. Also, companies are required
to provide a breakdown of plan assets by category, such as debt, equity and
real estate, and to provide certain expected rates of return and target
allocation percentages for those asset categories. The Company has implemented
this pronouncement and has concluded that the adoption has no material
impact to the financial statements.

In December 2003, the FASB issued FIN No. 46R, "Consolidation of Variable
Interest Entities." This requires that the assets, liabilities and results
of the activity of variable interest entities be consolidated into the
financial statements of the company that has a controlling financial
interest. It also provides the framework for determining whether an entity
should be consolidated based on voting interest or significant financial
support provided to it. The adoption of FIN No. 46R did not have any impact
on the Company's financial condition or results of operations.

Note 2.  Acquisition in Unconsolidated Subsidiary

Iris Broadband, Inc.
On September 6, 2002, the Company acquired all of the outstanding capital
stock of Iris Broadband, Inc. ("Iris") in exchange for 70,000 shares of the
Company's Series B preferred stock valued at $203,000.  The plan of
reorganization was made pursuant to the provisions of Internal Revenue Code
Section 368 (a)(1)(B). In keeping with the provisions of SFAS No. 141
"Business Combinations" for such transactions completed after June 30, 2001,
the acquisition was accounted for by the purchase method.  Per terms of the
contract between the two companies, within nine months of the acquisition,
should the Company be unsuccessful in raising a minimum of $750,000 in capital
and maintaining a minimum average stock price of twenty-five cents per share
for a consecutive ten day period, Iris, at its sole discretion, has the
option of disengaging from the Company by reversing and nullifying the
acquisition transaction.  On June 9, 2003, the Company and Iris Broadband,
Inc. agreed to disengage and to reverse and nullify the acquisition
transaction.  According to Accounting Research Bulletin No. 51, while a
controlling interest of 50% or more by a parent company requires consolidated
financial statements with the subsidiary, this is not the case where such
control of the subsidiary is temporary.  Accordingly, the financial statements
of the Company do not include the accounts of Iris Broadband, Inc. on a
consolidated basis as the Company deems its ownership interest in Iris to be
temporary. The Company's investment in Iris Broadband, Inc. has been accounted
for by applying the equity method of accounting per Accounting Principles
Board Opinion No. 18. A net loss by Iris Broadband, Inc. of approximately
$457,000 for the period September 6, 2002 to March 31, 2003, under the
application of the equity method resulted in the reduction in the Company's
entire investment in affiliate of $203,000 and was reported on the Income
Statement Equity in net loss of "unconsolidated affiliate" for the period
ending March 31, 2003.

This plan to reverse the acquisition transaction included transferring
back to the Company, all the issued and outstanding shares of Preferred
Series B Stock of the Company, by the former Iris Broadband, Inc.
shareholders. In return, the Company transferred back to the former
Iris Broadband, Inc. shareholders, all the shares of common stock they
possessed prior to the September 6, 2002 reorganization.  In addition, the
seven year employment agreement with three officers, who, as formerly,
were also the officers of Iris Broadband, Inc., under which the Company
agreed to pay $480,000 in annual salary, 3,000,000 of its common shares
in stock options, various employment benefits, and an annual bonus based
on meeting certain performance criteria was cancelled as well and made
effective June 9, 2003. Also, all liability that the Company had incurred to
Iris Broadband, Inc. and to these officers from the date of reorganization
to its reversal on June 9, 2003 was forgiven by Iris Broadband, Inc.  As of
June 9, 2003, this amount totaled $299,708.  Due to the elimination of this
liability as a result of the reversal of the acquisition and due to the
related party nature of these transactions, the $299,708 was credited to
paid in capital.


Note 3. Shareholders' Equity

Stock options

During fiscal year 1998, the Company recorded a charge to operations of
$687,500 for marketing and other services in exchange for issuance of stock
options.  The value for such services was computed as the difference between
the quoted market price at the option's measurement date and the option price.
All options were exercisable at time of grant and no options had been
exercised as of March 31, 2002.  On April 24, 2002, all previously issued
stock options that had not already expired totaling 3,525,000 shares with an
option price of $.07 to $1.00 per share, and $1,487,500 in total were
cancelled and the Company's Board of Directors took the action of reissuing
3,525,000 shares with an option price of $.15 per share.  Additionally, the
Board of Directors granted 2,700,000 in stock options with an option price of
$.15 per share to three related parties to be earned during the period April
25, 2002 to October 25, 2002. These 6,225,000 in stock options were valued
as of the date of grant using the Black-Scholes option pricing model and
determined to have a fair value per option of $.0142 (for a total expense
of $88,395) with the following assumptions: expected price volatility of
32.8%, expected option lives of five years, risk free interest rate of
6.0%. The number of shares represented by stock options outstanding at
March 31, 2004 is 6,225,000 shares with an option price of $.15 per share,
and $933,750 in total, and with a market price at date of grant of $.08 per
share, and $498,000 in total. Outstanding options expire in April, 2007.


The following is a schedule of stock option activity:

Outstanding at April 1, 2002 	3,525,000
Granted	                        6,225,000
Expired	                       (3,525,000)

Outstanding at April 1, 2003 	6,225,000
Granted	                                0
Expired	                                0

Outstanding at March 31, 2004 	6,225,000

The weighted average exercise price for the above options is $.15.


Issuance of preferred stock

On March 12, 2002, the Company effected a ten for one reverse split of
its common stock.  The conversion and voting rights of Series A preferred
changed from 100 to 10 shares of common stock. Also in March, 2002, 10,000
shares of the Series A preferred were converted into 100,000 shares of
common stock.

As discussed in Note 2, in September, 2002, 70,000 shares of preferred stock
was designated as Series B preferred stock and issued to the shareholders
of Iris Broadband, Inc. in exchange for all the capital stock of Iris.  Series
B preferred stock has conversion and voting rights of one share of Series B
preferred to 100 shares of common stock.  The shares were retired upon
reversal of the merger on June 9, 2003.

On January 15, 2003, 10,000 shares of preferred stock was designated as
Series C preferred stock.   On this date, 3,800 shares, were issued to a
creditor of Iris in exchange for the cancellation of indebtedness amounting
to $37,566.

On November 11, 2003, 20,000 shares of Series B preferred stock were issued
in exchange for management services valued at $10,000.  Of these shares,
10,000 were issued to the Company president and were valued at $5,000.


Issuance of Common Stock

On May 1, 2002 through August 15, 2002, the Company issued 3,357,000 shares
to consultants and management in exchange for legal and management services
valued at $168,000. Of the 3,357,000 shares issued, 2,900,000 were issued to
management and related parties.

On January 28, 2003, the Company issued 110,000 to three consultants for
services rendered which were valued $9,900.

On March 11, 2003, 10,000 shares of Series A Preferred were converted to
100,000 shares of common.

On August 1, 2003, the Company issued 1,700,000 shares to consultants and
management in exchange for legal and management services valued at $76,500. Of
the 1,700,000 shares issued, 1,250,000 were issued to management and related
parties.

January 21, 2004, the Company issued 500,000 shares of its common stock in
exchange for $25,000.



Note 4. Related parties

Short term borrowings

At March 31, 2003, the Company had unsecured promissory notes, inclusive of
accrued interest, of $201,343, payable to nine shareholders, and that bear
annual interest at rates of 10% to 12%. Accrued interest charged to operation
for the year ended March 31, 2003 amounted to $23.271.

At March 31, 2004, the Company had unsecured promissory notes, inclusive of
accrued interest, of $227,073, payable to six shareholders, and that bear
annual interest at a rate of 12%.  Per the terms of the note agreements, the
Company is in default on each of the notes. Accrued interest charged to
operation for the year ended March 31, 2004 amounted to $21,451.


Stock options
Represented in outstanding stock options are 6,200,000 shares at March 31,
2004, to related parties.

Accrued Compensation

During the year ended March 31, 2004, the Company has accrued $144,000 to
three related parties for management services.




NOTE 6.  Litigation Settlement

During fiscal 1999, a lawsuit was filed against the Company in which the
plaintiff, a former officer, claimed breach of employment contract related to
fiscal year 1998. In May, 1999, the dispute was settled for $42,500.  The
unpaid settlement amount is accrued as of March 31, 2003. During the year
ended March 31, 2004, the $42,500 was credited to operations due to the
inability of the creditor to collect as he is barred by statute.



Note 7. Income Taxes

Income taxes are provided based on earnings reported for financial statement
purposes pursuant to the provisions of Statement of Financial Accounting
Standards No. 109 ("FASB 109").

FASB 109 uses the asset and liability method to account for income taxes.
That requires recognizing deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between tax basis and
financial reporting basis of assets and liabilities.

An allowance has been provided for by the Company which reduced the tax
benefits accrued by the Company for its net operating losses to zero, as it
cannot be determined when, or if, the tax benefits derived from these
operating losses will materialize.  For the year ended March 31, 2004 and
2003, the allowances amounted to $81,881, an $260,334, respectively. As of
March 31, 2004, the Company has unused operating loss carry forwards, which
may provide future tax benefits in the amount of approximately $3,450,000,
which expire in various years through 2024.



Note 8.  Going concern

The Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability to continue
as a going concern. During the year ended March 31, 2002, as a result of
considering the in-viability of remaining in the Internet boating industry,
and as described in Note 1 above, the Company saw no alternative but to
cease activities in that industry and look for a new economic model and
opportunity. Note 1 also describes management's plans in regard to
perpetuating its existence through the managed security and IP secured
services industry or by pursuing feasible opportunities in other industries.
The Company has the ability to raise funds through the public equity market
and, as stated in Notes 3 and 4, has paid significant liabilities to related
and other parties with common stock and raised substantial funds from a
related party in the private sector as well. Additionally, management is
actively looking for a profitable private company that is intent on becoming
publicly held by acquisition in a manner similar to the Iris Broadband, Inc.
transaction.  While such plans and fundraising ability seem to mitigate the
effect of prior years' losses and deficits, the Company is essentially only
beginning to operate in a new industry. The inability to assess the
likelihood of the effective implementation of management's plans in this
new environment also raises substantial doubt about its ability to continue
as a going concern.


Note 9 - Subsequent Events

On December 31, 2004, the Company issued 2,400,000 shares of its common stock
in exchange for the cancellation of accrued compensation of $144,000.




ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Pursuant to the Company's Certificate of Incorporation and its By-Laws,
The members of the Board of Directors serve for one-year terms.  The
Company's directors and executive officers as of March 31, 2004 were:

Name				Age		Position Held

Dennis Schlagel			64		CEO, Treasurer and Director

Blair Merriam			46		Director

Daniel Thornton			43		Secretary, Vice President-Business

							Development, Director


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
There have been significant material changes to both ownership and
management of the Company, thus the tables below set forth information,
as of March 31, 2004 with respect to beneficial ownership
of the Company's Common Stock and Series A, B and C Preferred Stock by each
person known by the Company to be the beneficial owner of more than 5% of each
class of its outstanding voting securities, by each director of the
Company, by each executive officer and by all officers and directors
of the Company as a group.  Unless otherwise noted, each Shareholder
has sole investment and voting power over the shares owned. Shares of
Series A, B and C Preferred Stock vote with the Common Stock on all matters.
Each of the share of the preferred stock series has 100 votes.
The reversal of the acquisition of Iris by the Company resulted in a
significant change in voting rights of the Board of Directors and executive
officers as of June 9, 2003.  More recent changes include the resignation
of Mr. Blair Merriam as CEO and President, in addition to the immediate
and subsequent election of Dennis Schlagel as CEO, both events were
made effective April 30, 2004.

The preferred stock amounts shown are reflective of voting rights.

COMMON AND PREFERRED STOCK
NAME AND ADDRESS				AS OF 3/31/04
OF BENEFICIAL			 	AMOUNT AND NATURE OF  	PERCENTAGE OF
OWNER		                  	 BENEFICIAL OWNERSHIP	CLASS


Dennis Schlagel (1) (Dir.)  	Common		3,900,000(2)	27.5%
(Pres. CEO, Director)
P.O. Box 3171			Series A	  250,000	41.7%
Cheyenne, WY 82003

Daniel Thornton 		Common       	  462,500	 3.3%
(Secy. V.P.-Bus Dev/Dir.)
3648 Navajo Street
Denver, CO 80211

Blair Merriam (1) (3)(Director)	Common     	3,339,000(3)	23.5%
P.O. Box 3235			Series A	  250,000	41.7%
Cheyenne, WY 82003              Series B        1,000,000       50.0%

Gary S. O'Neal (6)              Common          1,250,000         8.8%
400 Poydras St., #1510
New Orleans, LA 70130

Michael Lnders (7)              Common          1,250,000         8.8%
400 Poydras St., #1510
New Orleans, LA 70130

Dori Merriam(5)			Series A	  100,000	16.7%
P.O. Box 9822
Newport Beach, CA 92658

Jesus Peralta
P.O. Box 3235                   Series B        1,000,000       50.0%
Cheyenne, WY 82003

Mary O'Leary			Series C	  380,000	100.0%
P.O. Box 7914
Metairie, LA 70010


All directors and executive	Common		 7,451,500(4)	52.5%
officers as a group		Series A	   500,000	83.3%
(3 persons) at 3/31/04		Series B	 1,000,000	50.0%
				Series C	    -0-		 0.0%

- - - --------------------
(1)	Dennis Schlagel and Blair Merriam are first cousins.
(2)	Includes 1,500,000 shares that may be acquired directly pursuant
to the exercise of options and 280,000 shares that may be
acquired by Latin Foods, a company wholly owned by Mr. Schlagel.Includes
600,000 common shares owned by Latin Foods, and 650,000 common shares owned
by Web Consultant's Inc., a company wholly owned by Mr. Schlagel.
(3)	Includes 1,340,000 shares that may be acquired directly
pursuant to the exercise of options and 180,000 shares that may be acquired
by Beltropic Inc.,a company wholly owned by Mr. Blair Merriam.
(4)	Include options to acquire 3,300,000 shares of common stock.  Includes
4,151,500 of common shares which is 55.1% of the 7,975,211 common shares
outstanding.
(5)	Dori Merriam is an aunt to Blair Merriam through her husband's family.
(6)     Includes 1,000,000 shares that may be aquired directly pursuant
to the exercise of options.
(7)     Includes 1,000,000 shares that may be aquired directly pursuant
to the exercise of options.


ITEM 10.  EXECUTIVE COMPENSATION.
The following tables contain compensation data for the Chief Executive
Officer and other named executive officers of the Company for the fiscal year
ended March 31, 2004.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation           Awards
                    ---------------------  ----------------------
<S>               <C>         <C>   <C>     <C>         <C>         <C>
Name                                 Other               Securities
And                                  Annual  Restriced   Under-      All Other
Principal                            Compen- Stock       lying        Compen-
Position           Salary      Bonus sation  Awards      Options      sation

Dennis Schlagel      -0-    	-0- -59,250(1) -0-         -0-          -0-
Chief Executive Officer

Blair Merriam        -0-        -0- -83,250(2)- -5,000(3)- -0-          -0-
Director

Daniel Thornton      -0-        -0- -35,250(4)- -0-         -0-          -0-
Secretary, Director

(1)  Consists of S-8 stock issuance of 250,000 shares for compensation of
$11,500, and accrued compensation of $48,000 for the total shown above of
$59,250.00.

(2)  Consists of S-8 stock issuance of 250,000 shares for compensation of
$11,500, and accrued compensation of $72,000.00.

(3)  Consists of Series B preferred stock issuance of 10,000 shares,
representing $5,000.00 of the total shown above.

(4) Consists of S-8 stock issuance of 250,000 shares for compensation of
$11,500, and accrued compensation of $24,000.00 for the total shown above
of $35,250.00.


</TABLE>

No executive officer of the Company receives an annual salary and
bonus in excess of $100,000.

EMPLOYMENT ARRANGEMENTS
The Company had employment agreements with Mr. O'Neal and Mr. Landers effective
September 1, 2002.  The agreements were terminated by mutual agreement
effective June 9, 2003.  The Company has no employment agreements in place
as of March 31, 2004.

See "Certain Relationships and Related
Transactions" in Item 12, below.

STOCK OPTIONS AND WARRANTS
No options were issued during the fiscal year ended March 31, 2004.

DIRECTORS COMPENSATION
The Company's directors are reimbursed for expenses incurred on behalf of
the Company.  The Company adopted a policy for payment of compensation to
non-employee directors on December 12, 2002, including:
- --an annual retainer of $2,500, paid in December 2003 for having served
on the Board for all of 2003;
- --$250 for each Board or committee meeting for participation in person.  If
participation was via telephone, the fee is $50;
- --an annual retainer of $250 to committee chairpersons;
- --a non-disctretionary stock option grant of 10,000 shares for having served
on the Board all of 2003.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

There have been significant material changes to both ownership and
management of the Company as of June 9, 2003,thus the tables below set forth
information,as of March 31, 2004 with respect to the number and percentage
of outstanding shares of Company Common Stock and Series A, B and C
Preferred Stock owned by (i) each person known to the Company to
beneficially own more than 5% of each class of stock, (ii) each
director, (iii) each named executive officer, and (iv) all executive
officers and directors as a group.  The following calculations are
made according to the rules of the Securities and Exchange Commission.
Share ownership is deemed to include all shares that may be acquired
through the exercise or conversion of any other security immediately or
within the next sixty days.  Such shares that may be so acquired are
also deemed outstanding for purposes of calculating the percentage of
ownership for that individual or any group of which that individual is
a member.  Shares outstanding were determined as of March 31, 2004.


				AS OF 3/31/04
COMMON STOCK			NUMBER OF SHARES OF
NAME AND ADDRESS OF	        COMMON STOCK		PERCENTAGE OF
BENEFICIAL OWNER		BENEFICIALLY OWNED	OWNERSHIP


Dennis Schlagel (2) (3)   	3,900,000(2)	             27.5%
(CEO, Director)
P.O. Box 3171
Cheyenne, WY 82003

Daniel Thornton 		  462,500	              3.3%
(Secy. V.P.-Bus Dev/Dir.)
3648 Navajo Street
Denver, CO 80211

Blair Merriam (1)(2)(6)         3,339,000(3)	             23.5%
P.O. Box 3235
Cheyenne, WY 82003

Gary S. O'Neal (4)              1,250,000                     8.8%
400 Poydras St., #1510
New Orleans, LA 70130

Michael Landers (1)(5)          1,250,000                     8.8%
400 Poydras St., #1510
New Orleans, LA 70130

All directors and executive	7,701,500		     54.2%
officers as a group
(3 persons) at 3/31/04


- - - --------------------
(1)	Mr. Michael Landers and Mr. Blair Merriam are brothers in law.
(2)	Dennis Schlagel and Blair Merriam are first cousins.
(3)	Includes 600,000 common shares owned by Latin Foods,and 650,000
common shares owned by Web Consultant's Inc., a company wholly owned
by Mr. Schlagel.
(4)     Includes 1,000,000 shares that may be aquired directly pursuant
to the exercise of options.
(5)     Includes 1,000,000 shares that may be aquired directly pursuant
to the exercise of options.
(6)     Includes 1,340,000 shares that may be acquired directly
pursuant to the exercise of options and 180,000 shares that may be acquired
by Beltropic Inc.,a company wholly owned by Mr. Blair Merriam.


SERIES A PREFERRED STOCK*          AS OF 3/31/04
				NUMBER OF SHARES OF
NAME AND ADDRESS OF	        SERIES A PREFERRED STOCK PERCENTAGE OF
BENEFICIAL OWNER		BENEFICIALLY OWNED	 OWNERSHIP

Dennis Schlagel (1) (Dir.)   		25,000		  41.7%
P.O. Box 3171
Cheyenne, WY 82003

Blair Merriam (1) (2) (Dir.)		25,000		  41.7%
P.O. Box 3235
Cheyenne, WY 82003

Dori Merriam (2)			10,000		  16.7%
P.O. Box 9822
Newport Beach, CA 92658

All current directors and executive 	50,000		  83.3%
officers as a group (2 persons)
- - - --------------------
* Each share of Series A Preferred Stock is convertible into 100 shares
of Common Stock after November 16, 2002.  Series A Preferred Stock votes with
the Common Stock on all matters.  There are 60,000 shares of Series A
Preferred stock outstanding.  The designation of rights and preferences are
set forth in an exhibit to the Company's Form 10SB filed November 24, 1999,
and has been amended effective November 16, 2000, to increase the authorized
shares in the class to 70,000.  The number of shares of Series A preferred
shown above does not give effect to the 1 for 10 reverse split of the common
stock, thus the Series A Preferred stock, once converted to common stock
will immediately undergo a 10 to 1 reverse split of the common stock
subsequent to the conversion to common stock.

(1)	Mr. Dennis Schlagel and Mr. Blair Merriam are first cousins.
(2)	Dori Merriam is an aunt to Mr. Blair Merriam through her husband's family.


				AS OF 3/31/04
SERIES B PREFERRED STOCK*	NUMBER OF SHARES OF
NAME AND ADDRESS OF	        SERIES B PREFERRED STOCK	PERCENTAGE OF
BENEFICIAL OWNER		BENEFICIALLY OWNED		OWNERSHIP

Blair Merriam			   	1,000,000		 50.0%
(Director)
P.O. Box 3235
Cheyenne, WY 82003

Jesus Peralta			   	1,000,000		 50.0%
P.O. Box 3235
Cheyenne, WY 82003


All current directors and executive 	1,000,000		 50.0%
officers as a group (1 person)

* Each share of Series B Preferred Stock is convertible into 100 shares
of Common Stock after November 11, 2004.  Series B Preferred Stock votes with
the Common Stock on all matters.  There are 20,000 shares of Series B
Preferred Stock outstanding.  The designation of rights and preferences were
filed with the State of Delaware Secretary of State on September 11, 2002.

The reversal of the acqusition of Iris Broadband, Inc. on June 9, 2003
resulted in the return to treasury of the 70,000 shares of Series B Preferred
stock.  Subsequently, 20,000 shares of Series B Preferred Stock were issued to
Mr. Blair Merriam and Mr. Jesus Peralta as of March 31, 2004.  Thus, 20,000
shares of Series B Preferred stock is currently outstanding as of March 31,
2004.

AS OF 3/31/04
SERIES C PREFERRED STOCK*	NUMBER OF SHARES OF
NAME AND ADDRESS OF	        SERIES C PREFERRED STOCK	PERCENTAGE OF
BENEFICIAL OWNER		BENEFICIALLY OWNED		OWNERSHIP

Mary O'Leary			  3,800				100.0%
P.O. Box 7914
Metairie, LA 70010

* Each share of Series C Preferred Stock is convertible into 100 shares
of Common Stock after January 15, 2004.  Series C Preferred Stock votes with
the Common Stock on all matters.  There are 3,800 shares of Series C
Preferred stock outstanding as of March 31, 2004.  The designation of rights
and preferences were filed with the State of Delaware Secretary of State on
January 22, 2002.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The following individuals received stock registered under S-8 in lieu of
compensation.
Per Share
Name		  Date		Description	 Amount		Valuation
Blair Merriam	  July 25 2003	S-8 Common Stock 250,000 shares	   $.045
Daniel Thornton   July 25 2003  s-8 Common Stock 250,000 shares    $.045
Dennis Schlagel   July 25 2003  s-8 Common Stock 250,000 shares    $.045
Richard A. Hennig July 25 2003  s-8 Common Stock 250,000 shares    $.045
Michael Landers   July 25 2003  s-8 Common Stock 250,000 shares    $.045
Gary S. O'Neal    July 25 2003  s-8 Common Stock 250,000 shares    $.045
Theodore Merriam  July 25 2003  s-8 Common Stock 200,000 shares    $.045


ITEM 13.  EXHIBITS AND REPORTS

Exhibit 1.1


Certification pursuant to Sarbanes-Oxley Section 302

 I, Blair Merriam, certify that:

 1.      I have reviewed this annual report on Form 10-KSB (amended) of Federal
Security Protection Services, Inc.;

 2.      Based on my knowledge, this annual report does not contain any
 untrue statement of a material fact or omit to state a material fact necessary
 to make the statements made, in light of the circumstances under which such
 statements were made, not misleading with respect to the period covered by this
 report;

 3.      Based on my knowledge, the financial statements, and other financial
 information included in this annual report, fairly present in all material
 respects the financial condition, results of operations and cash flows of the
 registrant as of, and for, the periods presented in this report;

 4.      I am responsible for establishing and maintaining disclosure controls
 and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for
 the registrant and have:

         (a)     Designed such disclosure controls and procedures or caused such
         disclosure controls and procedures to be designed under my supervision,
         to ensure that material information relating to the registrant is made
         known to myself by others, particularly during the period in which this
         report is being prepared;

         (b)     Evaluated the effectiveness of the registrant's disclosure
         controls and procedures and presented in this report my conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and

         (c)     Disclosed in this amended report any change in the registrant's
         internal controls over financial reporting that occurred during the
         registrant's most recent fiscal quarter (the registrant's fourth fiscal
         quarter in the case of an annual report) that has materially affected,
         or is reasonably likely to materially effect, the registrant's internal
         controls over financial reporting; and

 5.      I have disclosed, based on my most recent evaluation, to the
 registrant's auditors and the audit committee of the registrant's Board of
 Directors (or persons performing the equivalent functions);

         (a)     All significant deficiencies and material weaknesses in the
         design or operation of internal control over financial reporting which
         are reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

         (b)     Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal control over financial reporting.



 /s/    Blair Merriam
 ---------------------
 Blair Merriam
 Chief Executive Officer
         and
 Treasurer

January, 19th, 2005



Exhibit 1.2

CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF the SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of Federal Security
Protection Services, Inc. (the  "Company") on Form 10-KSB (amended) for the
period  ended  March 31,2004 (the "Report"),  as filed with the
Securities and Exchange Commission on the date hereof, I, Blair Merriam,
Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley
Act of 2002, that:

         1. The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

         2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



/s/ Blair Merriam
- - -------------------------------------
Blair Merriam
Chief Executive Officer & Treasurer



January 19th, 2005



SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed in its behalf by the undersigned, thereunto
duly authorized.


Federal Security Protection Services, Inc.


Date:	January, 2005				/s/ Blair Merriam
	________________			__________________________
						Blair Merriam, CEO and Treasurer