**U.S. SECURITIES AND EXCHANGE COMMISSION**
Washington, D.C. 20549 
**FORM 10-QSB**
(Mark One)[**X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES****EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH31, 2005**
OR 
**[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE****ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO______________**
*COMMISSION FILE NUMBER: 0-22273*
**FORCE PROTECTION, INC.**
(Exact name of Registrant as specified in its charter) 
Nevada
84-1383888 
(State or jurisdiction of incorporation
(I.R.S. Employer 
or organization)
Identification  No.) 

9801 Highway 78, #2, Ladson South Carolina 29456 (Address ofprincipal executive offices) (Zip Code) 
Registrant's telephone number: (843) 740-7015 
**Securities registered pursuant to Section 12(b) of the Act: None**
**Securities registered pursuant to Section 12(g) of the Act: Common Stock, NoPar****Value**
Indicate by check mark whether the Registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) been subject to such filing requirementsfor the past 90 days. Yes (X) No (  ) 
As of March 31, 2005, the Issuer had 34,519,095 shares of common stock issuedand outstanding. 
Transitional Small Business Disclosure Format (check one): Yes (  ) No (X)****   

TABLE OF CONTENTS

PART  I  -  FINANCIAL  INFORMATION           

PAGE
  
  ITEM  1.  FINANCIAL  STATEMENTS
 
 REPORT  ON  REVIEW  BY  INDEPENDENT

 CERTIFIED  PUBLIC  ACCOUNTANT       

3
  
 CONSOLIDATED  BALANCE  SHEET

 AS  OF  MARCH  31,  2005     

4
  
 CONSOLIDATED  STATEMENTS  OF  OPERATIONS

 FOR  THE  THREE  MONTHS  ENDED

 MARCH  31,  2005  AND  MARCH  31,  2004    

5
  
 CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

 FOR  THE  THREE  MONTHS  ENDED

 MARCH  31,  2005  AND  MARCH  31,  2004   

6
  
 NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  

7
  
  ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR PLAN OF

       OPERATIONS.     

12
  
  ITEM  3.  CONTROLS  AND PROCEDURES.    

22
  
PART  II  -  OTHER  INFORMATION
 
  ITEM  1.  LEGAL  PROCEEDINGS.         

22
  
  ITEM  2.  UNREGISTERED SALES OF EQUITY SECURITIES AND  USE  

       OF   PROCEEDS.                 

22
  
  ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.      

23
  
  ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE

       OF  SECURITY  HOLDERS.        

23
  
  ITEM  5.  OTHER  INFORMATION.     

23
    
  ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

24
 
****   

**PART I - FINANCIAL INFORMATION**
**ITEM 1. FINANCAL STATEMENTS**
***JASPERS + HALL, pC***
*CERTIFIED pUBLICaCCOUNTANTS**          *
***9175 E Kenyon Avenue***
***Denver, CO 80237***
***303-796-0099***     
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors 
Force Protection, Inc. and Subsidiary 
We have reviewed the accompanying consolidated balance sheet of ForceProtection, Inc., and Subsidiary as of March 31, 2005, and the relatedconsolidated statement of operations and consolidated statement of cash flowsfor the three month period ended March 31, 2005. These financial statements arethe responsibility of the company's management.
We conducted our review in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). A review of interim financialinformation consists principally of applying analytical procedures and makinginquiries of persons responsible for financial and accounting matters. It issubstantially less in scope than an audit conducted in accordance with standardsof the Public Company Accounting Oversight Board (United States), the objectiveof which is the expression of an opinion regarding the financial statementstaken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that shouldbe made to the accompanying interim financial statements referred to above forthem to be in conformity with accounting principles generally accepted in theUnited States of America.
/s/ Jaspers + Hall, PC
May 12, 2005**3**   

FORCE PROTECTIONCONSOLIDATED BALANCESHEETMARCH 31, 2005(Unaudited)

ASSETS

Current Assets

     Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . 

$  8,159,717 
  Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . ... . 

.. . . .     1,506,283 
  Other current assets . . . . . . . . . . . . . . . . . . . . . . . ... . . .

.. . .       400,201 
  Gross Inventories. . . . . . . . . . . . . . . . . . . . . . . . . ... . .

.. . . .    13,124,896 
       

------------- 
     Current Assets . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . .

..    23,191,097  
Other Assets

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

   Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . .

.. . .             0 
  Net Fixed Assets . . . . . . . . . . . . . . . . . . . . . . . . . ... 

.. . . . .     1,461,469 
       

-------------  
      Total Assets . . . . . . . . . . . . . . . . . ... . . . . . .

.. . . . .  $ 24,652,566 
       

-------------  
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . ... . . 

.. . .  $  1,950,297 
  Accrued payroll taxes. . . . . . . . . . . . . . . . . . . . . . . ... 

.. . . . .        66,837 
  Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . ... . 

.. . . .     6,353,453 
  Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . ...

.. . . . . .       388,383 
       

------------- 
  General reserve. . . . . . . . . . . . . . . . . . . . . . . . . . ... . . 

.. . .       940,684 
       

------------- 
  Loans payable. . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . .

..             0 
     Current Liabilities. . . . . . . . . . . . . . . ... . . . . . . . . . . .

.. .     9,699,654 
       

-------------   
Long term  liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . ...

.. . .       110,733 
       

-------------  
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.. .           $  9,810,388 
       

-------------   
Shareholder's Equity:

Common, par value .001, 300,000,000 authorized, issued and outstanding34,519,095.    22,430,573

       
 
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . ... . . 

.. . .   (36,044,401) 
  Additional Paid-in capital . . . . . . . . . . . . . . . . . . . . ... .

.. . . . .    28,454,506 
  Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . 

.. .         1,500 
  Shareholder's equity . . . . . . . . . . . . . . . . . . . . . . . ... . .

.. . . .    14,842,178 
       

------------- 
     Total Liabilities and Shareholders' Equity. . . ... . . . . . . . 

.. .  $ 24,652,566 
       

============= 

The accompanying notes are an integral part of these financialstatements.**4**   

FORCE PROTECTIONCONSOLIDATED STATEMENTSOF OPERATIONS(Unaudited)
 
Three Months
Three Months
Ended
Ended
March 31, 2005
March 31, 2004
----------------
---------------  
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.. . . . .  $     5,853,423
       1,642,853  
Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

.. . . . . . .        6,395,319   
       1,232,037 
       

       ---------------- 
--------------- 
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

.. . . . .         (541,896)   
       410,816 
       

       ---------------- 
--------------- 
Selling, general and administrative expenses . . . . . . . . . . . . . . 

.. . . . . .        3,202,299      
1,603,953 
       

       ---------------- 
--------------- 
Profit (loss) from operations. . . . . . . . . . . . . . . . . . . . . . . .

.. . . . .       (3,744,195)    
(1,193,136) 
       

       ---------------- 
--------------- 
Other income(expense)

  Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . .

.. . . .           38,541    
       37,012 
  Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . 

.. .         (277,255)  
       (40,314) 
Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . .

.. . . . .         (238,714)   
       (3,303) 
       

       ----------------
--------------- 
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.. . . . .  $    (3,982,910)   
(1,196,439) 
       

       ================  
=============== 
Basic loss per share . . . . . . . . . . . . . . . . . . . . . . . . . 

.. . . . . . . .          (0.130)    
       (0.100) 
       

       ================ 
=============== 
Diluted loss per shares. . . . . . . . . . . . . . . . . . . . . . . . . . 

.. . . . . .          (0.106)    
       (0.062) 
       

================ 
=============== 
Weighted average common shares outstanding:

Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.. .       30,728,806      
12,013,424 
       

       ================ 
=============== 
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.. . . . .       37,502,179   
19,457,978 
       

       ================ 
=============== 

•     Taken from theweighted average common shares outstanding as at the end of03/31/05
•     2004 adjustedfor 12 for 1 split
The accompanying notes are an integral part of these financialstatements.**5**   

FORCE PROTECTIONCONSOLIDATED STATEMENTS OF CASHFLOWS(Unaudited)

       

Three Months Ended  

Three Months Ended
 
       

March 31, 2005   

       March 31, 2004
 
       

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

--------------------
 
Cash Flows From Operating Activities:

  Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...

$     
3,982,910) 
$    

(1,191,454) 
  Adjustments to reconcile net loss to net cash

  used in operating activities:

  Depreciation and amortization. . . . . . . . . . . . . .
 
..               73,837  
       

31478 
  Common stock issued for services . . . . . . . . . . . . . . . .

153,473 
  Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

71,000 
     Changes in assets and liabilities:

     (Increase) in accounts receivable. . . . . . . . ... . . 

(452,310)     
(3,956) 
     (Increase) in inventories. . . . . . . . . . . . ... . . . . . . 

(4,184,983)     
630,738 
     (Increase) Decrease in other assets. . . . . . . ... . . . . . 

(158,291)
20,212 
     (Decrease) Increase in accounts payable. . . . . ... . .

82,934     
317,947 
     (Decrease) Increase in payroll liabilities . . . ... . . . . 

68,837
4,688 
     (Decrease) Increase in accrued expenses&deferred revenue. . . 

3,268,921     
(233,234) 
       

--------------------
-------------------- 
     Total adjustments. . . . . . . . . . . . . . . . ... . . . 

(1,374,892)       
767,873 
       

-------------------- 
-------------------- 
       Net Cash Used in Operating Activities... . . . . . . . . 

(5,059,492)        
(423,581) 
       

-------------------- 
--------------------  
Cash Flow From Investing Activities:

  Purchase of equipment . . . . . . . . . . . . . . . . . . . . . 

(498,312)       
       (49,955) 
       

--------------------
-------------------- 
  Proceeds from sale of property and equipment

     Net Cash Provided By Investing Activities. . . . ... . 

(498,312)     
       (49,955) 
       

       --------------------
-------------------- 
Cash Flow From Financing Activities:

  Proceeds from issuance of common stock. . . . . . . . . . . . 

112,250    
       216,000 
  Proceeds from convertible preferred stock . . . . . . . . . . .

.. . . .                         
       (28,000) 
  Short-term debts. . . . . . . . . . . . . . . . . . . . . . . . .

(360,975)       
       (527,500) 
  Payments Line of Credit . . . . . . . . . . . . . . . . . . . ...

408,975  
  Long term liabilities . . . . . . . . . . . . . . . . . . . . . . ... .           

(4,000,000)
  Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . ...

.. (14,376)
  Additional Paid -in  Capital

       15,293,865       
       3,758,772 
       

       --------------------
-------------------- 
      Net Cash Provided By Financing Activities. . . ... . . . . . . 

11,453,115
469,528
       

       --------------- 
--------------------  
Effect of exchange rate on cash . . . . . . . . . . . . . . . . . .

.. . .                    
-                     -  
Increase in Cash. . . . . . . . . . . . . . . . . . . . . . . . . .

5,895,311     
       2,931,360  
Beginning Balance . . . . . . . . . . . . . . . . . . . . . . . . 

2,264,406    
       278,777 
       

-------------------- 
-------------------- 
Ending Balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 

.. .  $      
8,159,717 
$     
3,210,137 
       

================= 
================ 
Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

$      
       277,255 
$        
40,314 
       

       ================== 
=================== 
Income Tax Paid . . . . . . . . . . . . . . . . . . . . . . . . . 

..                    
--- 
       

================== 
=================== 

The accompanying notes are an integral part of these financialstatements**6**   

**FORCE PROTECTION ,INC.****(formerly SonicJet Performance, Inc.)****NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**(Unaudited) 
**NOTE 1 - PRESENTATION OF INTERIM INFORMATION**
In the opinion of the management of Force Protection, Inc. and Subsidiary, theaccompanying un-audited consolidated financial statements include all normaladjustments considered necessary to present fairly the financial position as ofMarch 31, 2005, and the results of operations and cash flows for the threemonths ended March 31, 2005 and 2004. Interim results are not necessarilyindicative of results for a full year. 
The consolidated financial statements and notes are presented as permitted byForm 10-QSB, and do not contain certain information included in the ForceProtection's audited consolidated financial statements and notes for the fiscalyear ended December 31, 2004. 
**NOTE 2 - FINANCIAL STATEMENTS**
The consolidated financial statements include the accounts of the Company andits wholly-owned subsidiary. All significant inter-company balances,transactions, and stockholdings have been eliminated. 
**NOTE 3 - INVENTORIES**
The Company intends to implement a material resource planning system during 2005to further develop the Company's internal control processes. Beginning July2004, the Company set up an inventory loss reserve of $10,000 per month. Todate, the Company has a $90,000 reserve balance, which is included in thegeneral reserves. 
Inventories at March 31, 2005 consisted of the following: 

Raw materials and supplies

$11,832,296
Work in process

1,378,406
Finished goods - Demo

0
Finished Goods

4,194
 

 
Less: Provision

90,000

 

 
Total Net Inventories

$13,124,896
  
Total Gross Inventories

$13,214,896

**NOTE 4 - PROPERTY AND EQUIPMENT**
Property and equipment at March 31, 2005 consisted of the following:

 

Furniture and fixtures

$270,259
 

Machinery and equipment

1,098,523
 

Test Equipment

16,790
 

Manuals

104,798
 

Vehicles

10,110
 

Demo vehicles

425,845
 

Less depreciation and amortization

(464,856)

 

 

 
 

Total  net property and equipment

$1,461,469

Depreciation expense for the quarter ended March 31, 2005 was $73,837 ascompared to $104,334 for 2004.**7**   

**NOTE 5 - COMMITMENTS AND CONTINGENCIES**
Leases:
The Company leases space in two buildings in Ladson, South Carolina for itsprincipal executive offices and manufacturing facilities. The term of the leasefor Building Three is five years starting October 15, 2003. Annual rent is$215,000 for the first year plus utilities, taxes and maintenance, and $258,000base rental for the next four years. The Company has 84,800 square feet of spacein Building Three.
The term of the lease for Building Two is five years starting July 15, 2004,with an option to renew for another five years. Annual rent is $439,500 for thefirst year plus utilities, taxes and maintenance, and $439,500 base rental forthe next four years, which may be adjusted by increases to the Consumer PriceFactor by three to seven percent. This additional lease of 142,500 square feetgives the Company a stable base for future planning. The space substantiallyincreases the Company's ability to qualify for and fulfill larger contracts forits mine-protected vehicles.
On July 15, 2004 Technical Solutions Group (now Force Protection Industries,Inc.) entered into a 60 month option lease of $952.71 per month with GregoryPoole Lift Systems for a new Caterpillar forklift.
Royalty/Licensing Agreements:
We are party to two long term intellectual property agreements coveringtechnology used in the production of our ballistic and blast protected vehicles.One agreement is with the CSIR Defencetek, a division of the Council forScientific and Industrial Research, a statutory council established inaccordance with the Laws of the Republic of South Africa, and the other is withMECHAM, a division of Denel Pty Ltd, a company established in accordance withthe Laws of the Republic of South Africa. Under these agreements, we pay a fixedroyalty in exchange for the exclusive transfer to it of the South Africantechnology used in certain of our products.
On April 1, 2004, the Company entered into a new royalty agreement with J.J. vanEck covering the Typhoon - Long design. The Company will pay Mr. Van Eck $500.00per vehicle sold based on the Typhoon - Long design he provided, if used. 
Employment Agreements:
Effective October 26, 2004, the Company entered into an Agreement with GaleAguilar to receive annual cash compensation of $15,000 per month plus stockgrants as the new Interim Chief Executive Officer. Effective January 27, 2005,Mr. Aguilar stopped collecting his compensation as an employee.  Mr. Aguilar iseligible to receive compensation for his services as a Director. On January 27,2005, Mr. R. Scott Ervin replaced Mr. Aguilar as Interim Chief ExecutiveOfficer.
Pursuant to a Letter Agreement dated November 15, 2004 Mr. R. Scott Ervin isemployed as General Counsel receiving an annual salary of $118,000, relocationexpenses of  $15,000, plus  a one time grant of 41,666 shares of common stockand 4 Series C convertible preferred shares valued at $108,000 .  On January 27,2005, Mr. Ervin was appointed by the Board to act as Interim Chief ExecutiveOfficer during our search for a Chief Executive Officer. Upon the appointment ofthe new Company Chief Executive Officer on April 18, 2005, Mr. Ervin ceased toserve as the Interim Chief Executive Officer but continues to serve as GeneralCounsel and a member of the board of directors. 
On February 4, 2005, the Company named Ted McQuinn as President of oursubsidiary, Force Protection Industries, Inc. Mr. McQuinn receives a base salaryof $180,000 plus an annual stock grant of $100,000 for 3 years. Sixty days afterstart of employment, Mr. McQuinn is to be issued a $20,000 stock grant. Mr.McQuinn will be allowed to participate in a Gain-Sharing Program yet to beadopted.
On January 27, 2005, the Company entered into an agreement with Gordon McGiltonto act as our Chief Quality Officer. Mr. McGilton receives a base salary of$180,000 plus an annual bonus of $180,000 and reimbursement for travel, lodgingand other out of pocket expenses incurred during employment. We also agreed toprovide Mr. McGilton stock options once we adopt a stock option plan.  EffectiveApril 18, 2005, we appointed Mr. McGilton as Chief Executive Officer, and amember of the board of directors. 
Mr. Kavanaugh was the Company's Vice President of Business Development throughMay 14, 2005.  In such position, he received an annual salary of $180,000.  OnDecember 31, 2004 Mr. Kavanaugh received a one time grant of 10 Series C sharesvalued at $180,000 as additional compensation.  Mr. Kavanaugh resigned from hisemployment effective May  14, 2005 but remains on the board of directors asChairman.  As of that date, Mr. Kavanaugh no longer receives a salary as anemployee of the Company but is eligible to receive compensation for his servicesas a Director.**8**   
Mr. Mike Watts was the Company's Chief Executive Officer through October 26,2004.  As Chief Executive Officer Mr. Watts received an annual salary of$216,000.  On September 30, 2004, Mr. Watts was awarded 83,333 shares of commonstock, 20 Series C shares of preferred convertible stock valued at $360,000 ascompensation.  Mr. Watts receives compensation through October of 2005 pursuantto a consulting agreement of $18,000 per month.
Director Compensation
The Company currently reimburses directors for travel expense associated withtheir work for the Company and has agreed to establish a compensation plan forDirectors to be submitted for approval by shareholders at our annual meeting in2005. Until a plan is established, Directors will not be compensated for theirservice as Directors.
**NOTE 6 - OTHER TRANSACTIONS**
Capital Stock Transactions for the period ending March 31, 2005
On March 4, 2005, the Company issued 4765.5 restricted shares of its commonstock to seven investors valued at $100,076 as a stock dividend on its Series DConvertible Preferred Stock.
During the three months ended March 31, 2005 the Company issued an aggregate of9,681 restricted shares of its common stock for the exercise of warrantsgenerating $139,750 per a private placement offering dated April 10, 2002.
On  February 9, 2005, the Company issued a total of 4,976 restricted shares ofcommon stock to four individuals or entities for settlement for investmentrelated services to the Company. The value for services rendered, that was paidin stock was $153,473.
During the three months ended March 31, 2005, the Company issued 14,876restricted common shares to GC Financial in exchange for cash due for 2004interest payable. 
During the three months ended March 31, 2005 the Company issued an aggregate of152,403  pre-split common shares at an average price of $0.22362 per share,generating $408,975 for the payback of the Dutchess Equity Line agreement. 
Acquisition of Technical Solutions Group, Inc.
Pursuant to a finder's fee agreement entered into between Ashford Capital, LLCand Sonic Jet Performance, Inc. on February 1, 2002, Sonic Jet granted AshfordCapital ten percent of the equity ownership of any referred party acquired bySonic Jet. As part of the purchase of Technical Solutions Group Inc. in July2002, Ashford Capital, LLC, an advisor to the transaction and a shareholder ofthe Company, received a 10% interest of TSG International, Inc. An agreement wasreached in April of 2003 under which Ashford Capital, LLC could exchange suchinterest for 50 shares of the Company's Series C preferred shares, by notifyingthe Company by October 15, 2003. 
In September 2003, Ashford Capital, LLC and the Company's Chief ExecutiveOfficer, Michael Watts, reached an agreement under which the TSG Internationalinterest was purchased by Mr. Watts in a private sale between the parties. OnOctober 13, 2003 Mr. Watts exchanged such assigned interest for 50 shares ofCompany Series C preferred stock effective October 15, 2003.
In September 2004, the Directors of TSGI agreed to exchange all shares held byit of Technical Solutions Group Inc for the TSGI shares held by the Company, asa result of which the Company reacquired 100% of the shares of TechnicalSolutions Group as a wholly owned subsidiary
**NOTE 7 - CONVERTIBLE PREFERRED STOCK**
The board of directors has the authority to issue preferred stock in one or moreseries, and fix for each series, the designation of, and number of shares to beincluded in each such series.  The board of directors is also authorized to setthe powers, privileges, preferences, and relative participating, optional orother rights, if any, of the shares of each such series and the qualifications,limitations or restrictions of the shares of each suchseries.**9**   
**Series B Convertible Preferred Stock**
The board of directors has authorized twenty five shares of "Series B"Convertible Preferred Stock. As of March 31, 2005, there were zero shares ofSeries B preferred stock issued and outstanding. Holders of the Series Bpreferred stock, have the right to vote, with the holders of common stock, onany matter to which the common stock holders are entitled to vote. Each holderof the Series B Stock is entitled to such number of votes as shall be equal tothe aggregate number of shares of Common Stock into which such holder's sharesof Series B Stock are convertible immediately after the close of business on therecord date fixed for such meeting or the effective date of such writtenconsent, plus such number of votes that equals twenty percent of the number ofvotes to which the holders of other securities of the Company are entitled as ofsuch dates multiplied by the fraction obtained by dividing the number of SeriesB shares held by each such owner by the total number of Series B Shares issuedand outstanding. If the Company is liquidated, distribute its assets, dissolvesor winds-up, the holders of Series B preferred stock shall receive the greaterof (i) $2,500 per share of Series B preferred stock they hold at the time ofsuch Liquidation, or (ii) their pro rata share of the total value of our assetsand funds to be distributed, assuming the Series B preferred stock is convertedto common stock.   On February 10, 2005 the Board of Directors approved aresolution adopting an Amended and Restated Certificate of Designation forSeries B Convertible Preferred Stock.  The Board Resolution was ratified andapproved by a majority of the Series B shareholders.  The Amended and RestatedCertificate of Designation permits the Board of Directors to convert the SeriesB stock into common stock. The conversion rate for the Series B stock is 759,166shares of common stock for each share of Series B stock.
**Series C Convertible Preferred Stock**
The board of directors has authorized one hundred fifty shares of "Series C"Convertible Preferred Stock. As of March 31, 2005, there were zero  shares ofSeries C preferred stock outstanding.  The holders of the Series C Stock mayvote on any amendment, alteration, or repeal of any provision of the Articles ofIncorporation or Bylaws of the Corporation or any other action that materiallyand adversely alters or changes the voting powers, preferences, or other specialrights or privileges, or restrictions of the Series C Stock, subject to certainlimitations, and any increase in the authorized number of shares of Series CStock.  In the event of any voluntary or involuntary liquidation, distributionof assets (other than the payment of dividends), dissolution or winding-up ofthe Company, Series C Stock shall have preferential rights to Series B Stockwhereby Series C Stock shall get a one hundred and fifty percent return on itscapital, after which time Series B Stock and Series C Stock shall participate,on a pro rata basis, based on the number of shares of the Company's common stockinto which the Series B Stock and the Series C Stock are convertible at the timeof the liquidation, distribution of assets, dissolution or winding-up.  OnFebruary 10, 2005 the Board of Directors approved a resolution adopting anAmended and Restated Certificate of Designation for Series C ConvertiblePreferred Stock. The Board Resolution was ratified and approved by a majority ofthe Series C shareholders.  The Amended and Restated Certificates of Designationpermits the Board of Directors to convert the Series C stock into common stock.The conversion rate for Series C stock is 75,966 shares of common stock for eachshare of Series C stock.  
**Series D Convertible Preferred Stock**
**On January 20, 2005 the Company authorized twenty thousand shares of Series D6% Convertible Preferred Stock. On January 21, 2005, the Company issued 15,800shares of Series D  stock in a private placement.  As of March 31, 2005 therewere 15,800 shares of Series D stock outstanding.  Holders of the Series D stockare entitled to receive cumulative dividends at the rate per share of 6% perannum, payable semi-annually on March 1 and September 1, beginning with thefirst such date after the original issue date.  The Preferred Series D does nothave voting rights.  Upon any liquidation, dissolution or winding-up of theCorporation, whether voluntary or involuntary, the Holders of the Series D shallbe entitled to receive out of the assets of the Company, whether such assets arecapital or surplus, for each share of Preferred Stock an amount equal to theStated Value per share plus any accrued and unpaid dividends thereon and anyother fees or liquidated damages owing thereon before any distribution orpayment shall be made to the holders of any Junior Securities.  Each share ofSeries D Stock will convert into the number of shares of the Company's commonstock equal to $1,000 divided by the conversion price at the holder'sdiscretion.  The current conversion price is $2.10.****10**   

**NOTE 8 - RECEIVABLES**
On  July 28, 2004, we entered into an agreement with GC Financial Services, Inc.for  a  revolving  credit  line  of up to $4 million dollars. Receivables can befactored  at 2% per invoice submitted. We also secured a line of credit of up to$4,000,000 at a base rate  of  4.1%  per  month. As of March 31, 2005 thebalance outstanding on such line of credit was $0.  During 2004 and the firstquarter of 2005, the Company factored receivables due under its 2004 contractswith the U.S. Army and the U.S. Marine Corps  at 2% per invoice submitted forfactoring. 
**NOTE 9 - REVERSE STOCK SPLIT**
In January, 2005, the Board of Directors approved a 1(new)-for-12(old) reversestock split of the outstanding shares of common stock. The reverse stock splitbecame effective February 4, 2005. Shareholders approved the action at theCompany's annual meeting on December 30, 2004. All references in the Company'squarterly and annual reports are to post reverse split shares.
**NOTE 10 - MATERIAL COMMITMENTS**
The Company has issued Purchase Orders to secure components and the steel neededfor production. As of March 31, 2005 the Company has $5,156,698 of such materialcommitments. These purchases are expected to be financed by existing cash, debtand cash flows from operations.
**NOTE 11- STOCK COMPENSATION PLAN**
Currently, the Company does not have a stock compensation plan.
**NOTE 12 - DEFERRED REVENUE**
The Company recognizes revenue upon formal acceptance by the customer. TheCompany has received progress / performance based payments from the U.S. Armyand U.S. Marines. The Company records these progress / performance basedpayments as deferred revenue and carry them on the balance sheet as such untilshipment acceptance. As of March 31, 2005, the Company had $6,353,452 asdeferred revenue resulting from two contracts, one from the U.S. Army (Buffalos)and one from the U.S. Marines (Cougars).

**NOTE 13 - DEBTS**
As of March 31, 2005, the Company had $110,733 total long-term debt, whichincludes long-term payables with no effective or stated interest or maturitydates.  As of December 31, 2004, the Company had $4,101,078 of total long termdebt. $4,000,000 of this debt is the line of credit at a 4.1% per month simpleinterest rate, which was paid in full on January 22, 2005. 
**NOTE 14 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
On January 27, 2005, the company entered into an employee/consulting agreementwith Mr. Gordon McGilton to act as the company's Chief Quality Officer.  Priorto January 1, 2005, Mr., McGilton had been associated with Ashford  Capital, LLCa large shareholder of the Company.  Frank Kavanaugh, one of our Directors, isthe beneficial owner of Ashford Capital.   Mr. McGilton is to receive a basesalary of $180,000 plus a $180,000 bonus.  The company will also reimburse Mr.McGilton for travel, lodging and other out of pocket expenses incurred duringemployment. Mr. McGilton is to be provided a qualified stock option plan yet tobe adopted.  On April 18, 2005 the Company appointed Mr. McGilton as our ChiefExecutive Officer, and a director. **11**   

**ITEM 2. MANAGEMENT'S DISCUSSION ANDANALYSIS OR PLAN OF OPERATION.**
The following discussion should be read in conjunction with our financialstatements and the notes thereto contained elsewhere in this report. 
Cautionary Statement Concerning Forward-Looking Statements
This Report on Form 10-QSB contains forward-looking statements, including,without limitation, statements concerning possible or assumed future results ofoperations and those preceded by, followed by or that include the words"believes," "could," "expects," "intends" "anticipates," or similar expressions.Our actual results could differ materially from these anticipated in theforward-looking statements for many reasons including the risks described in theRisk Factor section and elsewhere in this report. Although we believe theexpectations reflected in the forward-looking statements are reasonable, theyrelate only to events as of the date on which the statements are made, and ourfuture results, levels of activity, performance or achievements may not meetthese expectations. We do not intend to update any of the forward-lookingstatements after the date of this document to conform these statements to actualresults or to changes in our expectations, except as required by law.
Overview
During the three  month period ended March  31, 2005,  we continued to ramp upour business and facilities to fulfill our contracts with the U.S. Marines andthe U.S. Army valued as of March 31, 2005 at $17,328,823. As of April 27, 2005,we had 211 employees, an increase of 19 employees from December 31, 2004. 
Auditors
Our auditors, Jaspers and Hall, PC purchased the audit firm of Michael Johnsonand Company.
Going Concern 
The accompanying consolidated financial statements have been prepared on a goingconcern basis that contemplates the realization of assets and the satisfactionof liabilities in the normal course of business. As shown in the financialstatements, during the quarter ended March 31, 2005, we incurred losses of$3,982,910, but our Current Assets exceed our Current Liabilities by$13,491,442. Realization of a major portion of the assets in the accompanyingbalance sheet is dependent upon our continued operations, obtaining additionalfinancing, and the success of our future operations. Due to the nature of thebusiness, it is uncertain whether we will receive orders thus impeding our cashsituation and our ability to pay creditors.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of the Business
We design, manufacture, and market mine and blast protected vehicles.
Critical Accounting Policies
The Securities and Exchange Commission, or SEC, issued Financial Reportingrelease No. 60, "Cautionary Advice Regarding Disclosure About CriticalAccounting Policies," or FRR 60, suggesting companies provide additionaldisclosure and commentary on their most critical accounting policies. In FRR 60,the SEC defined the most critical accounting policies as the ones that are mostimportant to the portrayal of a company's financial condition and operatingresults, and require management to make its most difficult and subjectivejudgments, often as a result of the need to make estimates of matters that areinherently uncertain. The methods, estimates and judgments we use in applyingthese most critical accounting policies have a significant impact on the resultswe report in our financial statements.
The preparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements, aswell as the reported amounts of revenues and expenses during the reportingperiod. Actual results could differ from those estimates.**12**   

As a general rule, financial information is accounted for and based on cost, notcurrent market value. Revenues and gains should be matched using the accrualmethod with the expenses giving rise to the revenues and gains to determineearnings for the period. Expenses are necessarily incurred to produce revenue.Expenses are then "matched" in the same accounting period against the revenuegenerated. Revenues are recognized when they are earned and expenses arerecognized in the same period as the related revenue (matching or using asystematic and rational allocation or expensing in the period in which theyexpire), not necessarily in the period in which  we receive or expend cash. 
We believe the following critical accounting policies and procedures, amongothers, affect our more significant judgments and estimates used in thepreparation of our consolidated financial statements:
•     Revenue recognition;
•     Inventory cost; and
•     Stock based compensation.
We recognize revenue upon formal acceptance of vehicles by customers. We havereceived progress / performance based payments from the U.S. Army and U.S.Marines. We record these progress / performance based payments as deferredrevenue and carry them on the balance sheet as such until shipment acceptance.
*In December 2004, FASB issued Statement No. 123 (R), Share-Based Payment,which establishes accounting standards for transactions in which an entityreceives employee services in exchange for (a) equity instruments of the entityor (b) liabilities that are based on the fair value of the entity's equityinstruments or that may be settled by the issuance of equity instruments.Effective in the third quarter of 2005, SFAS 123(R) will require us to recognizethe grant-date fair value of stock options and equity based compensation issuedto employees in the statement of operations. The statement also requires thatsuch transactions be accounted for using the fair-value-based method, therebyeliminating use of the intrinsic method of accounting in APB No. 25, Accountingfor Stock Issued to Employees, which was permitted under Statement 123, asoriginally issued. To date, we have has expensed stock based compensation on theintrinsic method. We are currently is evaluating the impact of Statement No. 123(R) on our financial condition and results of operations.*
*In November 2004, the FASB issued Statement No. 151, Inventory Costs, toamend the guidance in Chapter 4, Inventory Pricing, of the FASB AccountingResearch Bulletin No. 43, Restatement and Revision of Accounting ResearchBulletins, which will become effective for us in fiscal year 2006. Statement No.151 clarifies the accounting for abnormal amounts of idle facility expense,freight, handling costs, and wasted materials. The Statement requires that thoseitems be recognized as current-period charges. Additionally, Statement No. 151requires that allocation of fixed production overhead to the costs of conversionbe based on normal capacity of the production facility. We are currentlyfollowing Statement No. 151 and does not believe that Statement No. 151 willhave a significant impact on its financial condition and results ofoperations.*
Principles of Consolidation
The consolidated financial statements include the accounts of Force Protection,Inc., and Force Protection Industries, Inc., formerly Technical Solution Group,Inc. for the quarter ended March 31, 2005. All inter-company balances andtransactions are eliminated in consolidation.
Matching Principle
As a general rule, financial information is accounted for and based on cost, notcurrent market value. Revenues and gains should be matched using the accrualmethod with the expenses giving rise to the revenues and gains to determineearnings for the period. Expenses are necessarily incurred to produce revenue.Expenses are then "matched" in the same accounting period against the revenuegenerated. Revenues are recognized when they are earned and expenses arerecognized in the same period as the related revenue (matching or using asystematic and rational allocation or expensing in the period in which theyexpire), not necessarily in the period in which the cash is received or expendedby the Company. **13**   

Cash Equivalents
For purposes of reporting cash flows, the Company considers all highly liquiddebt instruments purchased with maturity of three months or less to be cashequivalents. Cash equivalents consist primarily of United States governmentsecurities.
Inventories
We intend to implement a material resource planning (MRP) system during 2005,originally scheduled to be implemented during the fourth quarter of 2004, tofurther develop our internal control processes. Beginning July 2004, we have setup an inventory loss reserve of $10,000 per month. To date, we have a $90,000reserve balance. 
Inventories are stated at the lower of cost or market. The cost is determinedunder the first-in-first-out method base (FIFO) valuation method.
Property, Plant and Equipment
Property and equipment are stated at cost or at the value of the operatingagreement. We capitalize additions and improvements which include all material,labor and engineering cost to design, install or improve the asset. Routinerepairs and maintenance are expensed as incurred. Depreciation and amortizationare computed using the straight-line method over the following estimated usefullives:**14**   
 

Building and improvements

20 years

 

 

Furniture and fixtures

7 years

 

 

Machinery and equipment

7 years

 

 

Tooling and molds

7 years

 

 

Vehicles

7 years

 

Goodwill
*Under SFAS No. 142. Goodwill and other Intangible Assets, all goodwillamortization ceased effective Jan.1, 2002. Rather, goodwill is now subject toonly impairment reviews. A fair-value based test is applied at the reportinglevel. This test requires various judgments and estimates. A goodwill impairmentloss will be recorded for any goodwill that is determined to be impaired.Goodwill is tested for impairment at least annually.*
We acquired Goodwill, which represents the excess of purchase price over fairvalue of net assets, in the acquisition of Technical Solutions Group, Inc. inJune 2002. We follow SFAS 142, Goodwill and Intangible Assets, which requires usto test goodwill for potential impairment annually. When the carrying valueexceeds fair value, the impairment is the difference between the carrying valueof goodwill and the implied value. The implied value of goodwill is thedifference between the fair value for the unit as a whole and the value ofindividual assets and liabilities using an "as-if" purchase price.
Loss per Share
We utilize SFAS No. 128, "Earnings per Share." Basic loss per share is computedby dividing loss available to common stockholders by the weighted-average numberof common shares outstanding. Diluted loss per share is computed similar tobasic loss per share except that the denominator is increased to include thenumber of additional common shares that would have been outstanding if thepotential common shares had been issued and if the additional common shares weredilutive. 
Estimates
The preparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements, aswell as the reported amounts of revenues and expenses during the reportingperiod. Actual results could differ from those estimates.
Revenue Recognition
Our revenues are derived principally from the sale of blast and mine-protectedvehicles. Revenue from products and services are recognized at the time goodsare shipped or services are provided to the customer, with an appropriateprovision for returns and allowances. The estimated sales value of performanceunder fixed-price incentive contracts in process is recognized under thepercentage-of-completion method of accounting in which the estimated sales valueis determined on the basis of physical completion to date (the total contractamount multiplied by percent of performance to date less sales value recognizedin previous periods) and cost (including general and administrative) areexpensed as incurred. It is our policy to not recognize revenue until customeracceptance and shipment to the customer. All advance payments are treated as"deferred revenue".
Dividend Policy
We have never declared or paid a cash dividend on our common stock. We do notanticipate paying any cash dividends on our common stock in the foreseeablefuture. Any future determination to pay cash dividends will be at the discretionof our board of directors and will depend upon our financial condition,operating results, capital requirements, restrictions contained in ouragreements and other factors which our board of directors deems relevant.
On January 21, 2005 we issued 15,800 shares of Series D 6% Convertible Preferredstock. Dividend payments are semi-annual due March 1 and September 1 and arepayable in cash or shares of common stock. On March 4, 2005 we issued 57,186shares of restricted common stock as a dividend payment to the holders of theSeries D Stock.**15**   

**Comparison of Three Months Ended March 31, 2005 and March 31, 2004.**
The following table sets forth our consolidated statements of operations: 

       

       

THREE MONTHS ENDED MARCH 31, 
       

2005
2004 
       

-------------
-------------  
Sales                        

       $5,853,423    
$1,642,853 
Cost of sales               

       6,395,319    
1,232,037 
Gross profit (loss)           

       (541,896)  
       410,816  
Selling, general and administrative

3,202,299    
1,603,953 
Income/(Loss) from operations   

(3,744,195)  
(1,193,136) 
       

-----------   
------------  
Interest expenses               

       (277,255)   
       (40,314) 
Other income                    

       38,541     
       37,012 
       

----------   
----------- 
Total other income (expense)  

(238,715)  
       (3,303) 
       

       ----------   
-----------  
Net income/(loss)           

       $(3,982,910) 
$(1,196,439) 
       

------------  
-----------  
Basic loss per share              

       $(0.130) 
$   (0.100) 
Diluted loss per share           

       $(0.106)
$   (0.062)   
Weighted-average common shares

Basic                          

       30,728,806  
12,013,424 
Diluted                       

       37,502,179  
19,457,978 

Financial Condition and Results of Operations
The following discussion and analysis compares our results of operations for thethree months ended March 31, 2005 to the same period in 2004. This discussionand analysis should be read in conjunction with our consolidated financialstatements and related notes thereto included elsewhere in this report.
Revenues. Revenues for the three month period ended March  31, 2005 were$5,853,423. Revenues for the three month period ended March 31, 2005 increased$4,210,570 compared to the same period in 2004. The increase in revenues duringthe three month period was due to the timing of awarded contracts and ourcontinued ramp up in production. Vendor part delivery schedules hampered furtherrevenues by extending our shipment schedule into the second quarter of 2005.Revenues were derived primarily from the shipment of Buffalos to the U.S. Armyand shipments of Cougars to the U.S. Marines. We also earned revenues byshipping non contract spare parts for our products which accounted for $969,988of revenue during the first quarter. Shipments for both the U.S. Army and U.S.Marines' contracts began in October 2004. **16**   

Cost of Sales. Cost of sales for the three month period ended March 31,2005 was $6,395,319. Cost of sales for the three month period ended March 31,2005 compared to the same period in 2003 increased by $5,163,282. The increasein cost of sales can be attributed to increased revenues, increased freight costassociated with air-freighting steel, and inefficiencies related to theproduction ramp due to employee training, vendor deliveries, vendor productquality issues and product documentation. 
Cost of sales was 109.3% of sales for the three month period ended March 31,2005 compared to 74.9% for the same period in 2004. Manufacturing costs haveincreased as a percentage of sales because, in 2004, we had increased freightcost associated with air-freighting steel and inefficiencies related to theproduction ramp. These inefficiencies are recognized as unproductive labor cost.As we continue to ramp production and infrastructure with very little revenuerecognized during the ramp period, we were absorbing large amounts of indirectcost which is captured in Cost of Goods Sold, or COGS. Material scrap andwarranty cost for the contracts from the U.S. Marines and U.S. Army accountedfor an incremental 1.7% increase to COGS. Additionally, manufacturing costsincreased substantially as we increased spending in Engineering, Quality Controland Integrated Logistics Support to begin to fulfill two government contracts.Indirect cost accounted for 28.1% of COGS during the quarter ended March 31,2005 reflecting the infrastructure ramp without a complete quarter of supportingrevenue.
Selling, General and Administrative expenses. Selling, General andAdministrative expenses for the three months ended March 31, 2005 were$3,202,299. As compared to the three month period ended March 31, 2004. Selling,General and Administrative expenses increased $1,598,346. For the three monthsended March 31, 2005, excluding Research & Development expenditures of$210,855, Selling, General and Administrative spending was $2,991,444. Duringthe quarter ended March 31, 2005, we incurred $542,410 commission expense onraised capital and absorbed $520,531 fringe expenses due to the increase ofadditional employees. To ensure the highest level of support for our Cougarvehicles deployed in Iraq, the Company has agreed to maintain a senior mechanicin country with the vehicles for a period to extend six months beyond deliveryof the final Cougar under the current order from the U.S. Marines.  Wages andexpenses associated with having such employee deployed in Iraq were $165,054during the quarter ended March 31, 2005.
Other Income/Expense. We had interest income of $38,541 for the threemonths ending March 31, 2005 and interest expense of $277,255 for the threemonths ending March 31, 2005. Interest expense consisted of $160,456 factoring,loan interest charges of $114,800; and, other bank charges of $1,999. The totalof other income and expense was $(238,714) for the three months ended March 31,2005. 
Net Loss. Net Loss for the three months ended March 31, 2005 was$3,982,910 an increase of $2,786,471 as compared to the net loss of $1,196,439for the three months ended March 31, 2004.  The increase in net loss isattributed to the continued production ramp up, inefficiencies experienced tofulfill two government contracts and to build infrastructure for futuregrowth.
Backlog
On April 23, 2004 we announced an award of a contract to deliver up to 27Cougars, of which 14 were initially funded under the contract, to the U.S.Marine Corps. On March 8, 2005 we announced the follow-on order estimated atmore than $5 million. On May 17, 2004 we announced the award of a contract todeliver 21 Buffalo vehicles to the U.S. Army. Initial deliveries began inOctober 2004. We have received progress payments during production and expect toreceive final payments for each unit shipped within 45 days of acceptance by ourcustomer. During 2004, we announced an additional order for the production of 15Buffalos to be delivered during 2005. Our sales backlog was $17,328,823 at March31, 2005. Additionally, our March 8, 2005 Cougar follow-on order from the U.S.Marines increases our backlog by more than $5 million. It is possible thatorders could be cancelled without notice and our customer could impose penaltiesfor late deliveries.
Trends, Risks and Uncertainties
Overall, the expansion of our operations that began during 2004, and hascontinued into 2005, has been part of a growth trend that has carried us from acramped facility in the old Charleston Navy shipyards with capacity to produceonly a single vehicle at a time, to our present manufacturing plant with morethan 200,000 square feet of production area and a production capacity ofapproximately 6-8 vehicles a month. **17**   

During the first quarter of 2005 we continued to expand our business operationsto meet the increased demand for our products resulting from the 2004 ordersplaced by the U.S. Army for Buffalos, and the U.S. Marine Corps for Cougars.During fiscal year 2004, we increased our workforce by approximately 435% andincreased the number of our production "cells" by 800%. We believe theseinfra-structure developments will assist in meeting our current obligations andenhance our qualifications to bid on future projects. Our rapid expansion in2004 created a number of challenges for us and caused us to be slower than ouroriginally anticipated projected delivery schedule for the Buffalos and theCougars. We recognized a $501,331 provision for loss on our contract with theU.S. Marine Corps. During the fourth quarter of 2004 because the contract wasscheduled to be completed by December 31, 2004 and we did not meet our deliverydeadline. We believe we are overcoming some of the hurdles associated with ourinitial infrastructure ramp. However, we intend to continue to increaseinfrastructure ramp for future growth and recognize that there are on-goingrisks associated with our continued growth. Additionally, there is always somerisk that an unforeseen event could interrupt or negatively impact ourproduction operations. Under our current contract with the U.S. Marines,liquidated damages can be assessed against us for delayed delivery of Cougars.We believe that we will be able to complete our current orders according to arevised delivery schedule.
A major challenge facing us at present is satisfactory completion of ourexisting orders. This is significant for two reasons; first, it will demonstrateour ability to manufacture vehicles on a "production basis" i.e., multiplevehicle sets built to a consistent specification, and according to a predictableschedule and thus position us for future orders, possibility on a substantiallylarger scale than we have received to date. Second, as discussed above, inaccordance with accepted accounting practice, we have treated progress paymentsreceived on our two main contracts as "deferred income", which means that eventhough we have actually received progress payments totaling $6,353,452 atquarter end, the revenue is not stated on our income statement. As a result, ourfinancial results for the three month period ending March 31, 2005 show revenuesof $5,853,423 which excludes all deferred revenue, and a resulting loss fromoperations of $3,744,195. When we complete and deliver the vehicles, we will beable to move current deferred amounts from the "deferred revenue" category andbook it as direct revenue from operations. Booking this revenue may not cause usto become or remain profitable.
In the past, we encountered some difficulties in securing the necessarycomponents for our vehicles, specifically steel and, from time-to-time, truckchassis. In response, we have identified multiple vendors for certain componentsso we have alternate sources of supply if necessary. Additionally, we haveimplemented a program of advance purchasing and stockpiling critical materials.For example, we currently have pre-purchased steel and truck parts to ensureavailability of material needed for current and potential future orders. It isalso possible that, even if we can continue to source our necessary rawmaterials and parts, the price we pay will increase substantially, negativelyimpacting our financial performance.
Apart from the risks mentioned above, the main uncertainty about our futureoperations is whether we will continue to receive additional orders for ourvehicles. It is impossible to predict with certainty whether such future orderswill be placed by existing or new customers. If we do not receive future orders,it is unlikely that our business will continue. However, we believe our vehiclesprovide proven landmine and blast protection, and that for so long as there is arisk of bodily harm to service personnel from such explosive blasts, there willbe a market for our products.
Liquidity And Capital Resources****
As of March 31, 2005, our cash and cash equivalents were $8,159,717 compared to$3,210,137 as of March 31, 2004.  Our principal sources of capital have beencash flow from operations as it relates to the receipt of performance basedpayments, warrant exercises, borrowings from G.C. Financial Services and thesale of preferred and common stock.
We currently have sufficient cash resources for the next reporting period,ending June 30, 2005, excluding any major changes to our burn rate. We intend toseek a short term line of credit or other financing alternatives as necessarywhich may be required sooner if other large orders are secured. If we accept anadditional contract, our cash resources will be depleted for the purchase ofmaterials, reducing our cash and shortening our cash position to cover only afew months. We anticipate that we will require additional capital funding tomeet our needs, which will include expanding our workforce, funding furtherdevelopment on our vehicle products and strengthening our internal operations.Based on our current operating plan, we anticipate that additional financingwill be required to finance growth in operations and capital expenditures in2005 and in 2006. **18**   
Our currently anticipated levels of revenues and cash flow are subject to manyuncertainties. The amount of funds that we will require depends on many factors,including without limitation, the extent and timing of sales of our products,future inventory costs, the timing and costs associated with the establishmentand/or expansion, as appropriate, of our manufacturing, development, engineeringand customer support capabilities, the timing and cost of our productdevelopment and enhancement activities and our operating results. Until wegenerate cash flow from operations that will be sufficient to satisfy our cashrequirements, we will continue to seek alternative means for financing ouroperations and capital expenditures and/or postpone or eliminate certaininvestments or expenditures. Potential alternative means for financing mayinclude leasing capital equipment, lines of credit, or obtaining additional debtor equity financing. When needed, additional financing may not be available, oravailable on acceptable terms. The inability to obtain additional financing orgenerate sufficient cash from operations could require us to reduce or eliminateexpenditures for capital equipment, research and development, production ormarketing of our products, or otherwise curtail or discontinue its operations,which could have a material adverse effect on our business, financial conditionand results of operations. Furthermore, if we raise funds through the sale ofadditional equity securities, the common stock currently outstanding will befurther diluted.
Operating Activities 
The cash used by operating activities for the quarter ended March 31, 2005 was$5,059,492, as compared to $423,581 for the quarter ended March 31, 2004. Thecash used can be attributable primarily to funding ongoing operations, thepre-purchase of strategic inventory, and the production ramp-up to increasecapacity.  
 Investing Activities 
The Company has issued Purchase Orders to secure components and the steel neededfor production. As of March 31, 2005, the Company has $5,156,698 of suchmaterial commitments. These purchases are expected to be financed by existingcash, debt and cash flows from operations.
Our capital expenditures for the three months ended March 31, 2005 were $498,312which consisted primarily of the addition of a Cougar 6x6 Demo vehicle andmanufacturing equipment. We anticipate that our capital expenditures during 2005will increase because of costs associated with existing contracts and potentialnew opportunities.
Short-term financing or the use of a line of credit might be required.
Financing Activities
We issued the following unregistered securities during the quarter ended March31, 2005: 
(a) On March 4, 2005, we issued 57,186 restricted shares of its common stock toseven investment groups valued at $100,075.50 as a stock dividend.
(b) During the three months ended March 31, 2005, we issued an aggregate of116,172 restricted shares of its common stock for the exercise of warrantsgenerating $139,750 per a private placement offering dated April 10, 2002.
(c) On February 9, 2005, we issued a total of 59,717 restricted shares of commonstock to four individuals or entities for settlement for investment relatedservices to us. The value for services rendered, that was paid in stock was$153,472.69.
(d) During the three months ended March 31, 2005, we issued 14,876 restrictedcommon shares to GC Financial in exchange for cash due for 2004 interestpayable. 
e)During the three months ended March 31, 2005, we issued an aggregate of152,403 common shares at an average price of $2.6834 per share, generating$408,975 for the payback of the Dutchess Equity Line. **19**   

Private Placement
**On January 21, 2005, we issued 15,800 shares of Series D 6% ConvertiblePreferred Stock and warrants for gross proceeds of $15.8 million. Holders of theSeries D stock are entitled to receive cumulative dividends at the rate pershare of 6% per annum, payable semi-annually on March 1 and September 1,beginning with the first such date after the original issue date.  The PreferredSeries D does not have voting rights.  Upon any liquidation, dissolution orwinding-up of the Corporation, whether voluntary or involuntary, the Holders ofthe Series D shall be entitled to receive out of the assets of the Company,whether such assets are capital or surplus, for each share of Preferred Stock anamount equal to the Stated Value per share plus any accrued and unpaid dividendsthereon and any other fees or liquidated damages owing thereon before anydistribution or payment shall be made to the holders of any Junior Securities.Each share of Series D Stock will convert into the number of shares of ourcommon stock equal to $1,000 divided by the conversion price at the holder'sdiscretion.  The current conversion price is $2.10.**
Additionally, we issued warrants to purchase 2,633,333 shares of our commonstock. The exercise price of the warrants is currently $3.75, subject to furtheradjustment, and the warrants expire January 19, 2008. 
We agreed to register the resale of the common stock issuable upon conversion ofthe Series D Stock and exercise of the warrants.   On April 11, 2005 we paid$237,000 for liquidated damages because we did not file a registration statementwithin the contractual period of our Investment Agreement..
The Series D Stock and the warrants were issued without registration under theSecurities Act of 1933, as amended, pursuant to the exemption provided bySection 4(2) of the Securities Act and the regulations thereunder. 
The foregoing description of the terms and conditions of the Series D Stock,Warrants and Registration Rights Agreement are qualified in their entirety by,and made subject to, the more complete information set forth in the exhibitsincorporated by reference into this report.
During 2004, we exercised $3,054,015 of our financing facility originallyentered into on September 20, 2003 with Dutchess Private Equities Fund, alsoreferred to as an Equity Line of Credit, for $3,500,000 under the agreement, aportion of which was advanced under a loan agreement. The balance was exercisedin early January 2005 and paid back in full and no further funds are availableunder the agreement.
During 2004, Technical Solution Group, Inc. entered into an agreement with GCFinancial Service, Inc. As of December 31, 2004 TSG had drawn approximately$10,272,757 gross, all of which has been repaid at December 31, 2004. We renewedour existing receivables agreement with GC Financial Services for financing onJuly 28, 2004. Receivables can be factored at 2% per invoice submitted forfactoring. We also secured a line of credit of up to $4,000,000 at a base rateof 4.1% per month, the balance of $0, was outstanding on March 31, 2005. Wecurrently we have no remaining line of credit debt.
We intend to raise additional funds in 2005 and 2006. The amount of funds weneed will depend upon many factors, including without limitation, the extent andtiming of sales of our products, future product costs including the cost of rawmaterials, the timing and costs associated with the establishment and/orexpansion, as appropriate, of our manufacturing, development, engineering andcustomer support capabilities, the timing and cost of our product developmentand enhancement activities and our operating results. Until we generate cashflow from operations that will be sufficient to satisfy our cash requirements,we will need to seek alternative means for financing our operations and capitalexpenditures and/or postpone or eliminate certain expenditures. Potentialalternative means for financing may include leasing capital equipment, orobtaining additional debt, factoring receivables or equity financing. Additionalfinancing may not be available, or available on acceptable terms. The inabilityto obtain additional financing or generate sufficient cash from operations couldrequire us to reduce or eliminate expenditures for capital equipment, researchand development, production or marketing of our products, or otherwise curtailor discontinue our operations, which could have a material adverse effect on ourbusiness, financial condition and results of operations. Furthermore, if weraise funds through the sale of additional equity securities, the common stockcurrently outstanding will be further diluted.**20**   
Inflation
We do not believe that inflation has had or is likely to have any significantimpact on our revenues. However, there is currently a shortage of the type ofsteel we use in our products. We currently have enough steel to manufacture toour existing contracts. We continue to purchase steel anticipating futurerequirements. If the price of steel increases significantly, the cost of ourproducts could increase. It is unlikely we will be able to pass on this costunder our current contracts. As a result, if the cost of our raw materialsincreases, our profitability, if any, could decrease.
Subsidiaries
As of March 31, 2005, we had two wholly-owned subsidiaries, Force ProtectionIndustries, Inc. a Nevada corporation and TSG, International a Nevadacorporation.
Contractual Obligations
We lease space in two buildings in Ladson, South Carolina for our principalexecutive offices and manufacturing facilities. The term of the lease forBuilding Three is five years starting October 15, 2003. Annual rent is $215,000for the first year plus utilities, taxes and maintenance, and $258,000 baserental for the next four years. We have 84,800 square feet of space in BuildingThree.
The term of the lease for Building Two is five years starting July 15, 2004,with an option to renew for another five years. Annual rent is $439,500 for thefirst year plus utilities, taxes and maintenance, and $439,500 base rental forthe next four years, which may be adjusted by increases to the Consumer PriceFactor by three to seven percent. This additional lease of 142,500 square feetgives us a stable base for future planning. The space substantially increasesour ability to qualify for and fulfill larger contracts for its mine-protectedvehicles. We believe our facilities are adequate for our current operations andthat we can obtain additional leased space if needed.
On July 15, 2004 our subsidiary entered into a 60 month option lease of $952.71per month with Gregory Poole Lift for a new Caterpillar forklift. 
The Company has issued Purchase Orders to secure components and the steel neededfor production. As of March 31, 2005, the Company has $5,156,698 of suchmaterial commitments. These purchases are expected to be financed by existingcash, debt and cash flows from operations.
Business segment analysis of the three months ended March 31, 2005 
10-QSB Segment Information (000's) (approximate) 
 
FPI

Corp

Total
  
Sales                          

5,853 
5,853 
Cost of sales              

6,395
 
6,395
  
Gross profit                 

(541) 
(541) 
G.P. %                        

(9.2%) 
(9.2%)  
SG&A                         

2,527

675

3,202
  
Segment P&L                   

(3,068)

(676)

(3,744)
 

Mine and blast protected vehicles and spares provided approximately 100% of thetotal sales and 100% of the total cost of goods sold. 
Code of Ethics
We have adopted a Code of Ethics that applies to all executive officers andother employees. Our Code of Ethics is available for review on our website atwww,forceprotection inc,com.**21**   
**ITEM 3. CONTROLS AND PROCEDURES**
DISCLOSURE CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer are responsible forestablishing and maintaining adequate internal controls over financial reportingfor us. Our Chief Executive Officer and Chief Financial Officer evaluated theeffectiveness of our disclosure controls and procedures as of the end of thequarter covered by this Quarterly Report on Form 10-QSB. Our Chief ExecutiveOfficer and Chief Financial Officer concluded that our disclosure controls andprocedures are currently effective but will not continue to be effective as wegrow. Based on this evaluation, the Chief Executive Officer and Chief FinancialOfficer will accelerate plans to implement additional operating and financialreporting controls and procedures to ensure that information in reports that wefile or submit under the Securities Exchange Act of 1934 are recorded,processed, summarized and reported within the time periods specified inSecurities and Exchange Commission rules and forms.
Change in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting thatoccurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financialreporting. However, as discussed above we are committed to a process of changeand improvement throughout the enterprise intended to optimize our operations,and this process will necessarily entail improvements to our financial controlsover the coming year.
**PART II -  OTHER INFORMATION**
**ITEM 1. LEGAL PROCEEDINGS**
On June 17, 2003, the CSIR, a statutory council established in accordance withthe South African Research Council Act 46 of 1988, filed suit in the High Courtof South Africa, Transvaal Provincal Division, against us claiming a balance dueand owing under a Purchase Order for the design and supply of seven TMRP-6protection kits with a total contract price of ZAR631,800. As of the datehereof, we have paid all amounts due under the contract and are awaiting finaldismissal of the claim with prejudice.
In March 2005, we received a letter from H.C. Wainwright & Co., Inc.claiming damages said to arise under a letter agreement between H.C. Wainwright& Co and us dated November 29, 2004. HCW's claim has been settled in fullprior to any suit being filed.
On May 12, 2005, Atlantis Partners, Inc. filed a complaint in the Circuit Courtfor the 15th Judicial Circuit, Palm Beach County Florida for breachof terms related to a finder's fee agreement dated March 28, 2003.  Thecomplaint alleges damages including a minimum of $400,000 in fees, plus costsand interest.  This matter is too preliminary for us to predict the outcomehowever we intend to vigorously defend against Atlantis Partner's claims.
**ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**
We sold the following unregistered (restricted) securities during the quarterended March 31, 2005: 
(a) On  March 4, 2005, we issued 57,186 restricted shares of our common stock toseven investment groups valued at $100,075.50 as a stock dividend.
(b) During the three months ended March 31, 2005, we issued an aggregate of116,172 restricted shares of our common stock for the exercise of warrantsgenerating $139,750 per a private placement offering dated April 10, 2002.
(c) On  February 9, 2005, we issued a total of 59,717 restricted shares ofcommon stock to four individuals or entities for settlement for investmentrelated services to us. The value for services rendered, that was paid in stockwas $153,472.69.
(d) During the three months ended March 31, 2005, we issued 14,876 restrictedcommon shares to GC Financial in exchange for cash due for 2004 interestpayable. 
(e) On March 23, 2004, we closed on a private offering. This offering, sold tosix accredited investors, consisted of the following:**22**   
(1)     1,250,000  shares at $2.40 per share; generating $2,670,000 netproceeds.
(2)     An "A" Warrant for each share purchased, exercisable at $0.24 pershare. The "A" Warrants expire March 23, 2006; and
(3)     A "Green Shoe" warrant for each share purchased, exercisable at$0.20 per share for a period of 180 days after the effective date of theregistration statement, commencing on the effective date of the registrationstatement.
(f) During the three months ended March 31, 2005, we issued an aggregate of152,404 pre-split common shares at an average price of $02.6834 per share,generating $408,975 for the payback of the Dutchess Equity Line.. 
The sales set forth above were undertaken under Rule 506 of Regulation D underthe Securities Act of 1933, as amended , by the fact that: 
- the sales were made to a sophisticated or accredited investors, as defined inRule 502; 
- we gave each purchaser the opportunity to ask questions and receive answersconcerning the terms and conditions of the offering and to obtain any additionalinformation which we possessed or could acquire without unreasonable effort orexpense that is necessary to verify the accuracy of information furnished; 
- at a reasonable time prior to the sale of securities, we advised eachpurchaser of the limitations on resale in the manner contained in Rule 502(d)2;
- neither we nor any person acting on our behalf sold the securities by any formof general solicitation or general advertising; and 
- we exercised reasonable care to assure that each purchaser of the securitiesis not an underwriter within the meaning of Section 2(11) of the Securities Actof 1933 in compliance with Rule 502(d). 
**ITEM 3.  DEFAULTS UPON SENIOR SECURITIES**
Not Applicable 
**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
None 
**ITEM 5.  OTHER INFORMATION**
None
**ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K**
**Exhibits**
Exhibits included or incorporated by reference herein are set forth in theattached Exhibit Index. 
**Reports on Form 8-K**
On January 27, 2005 we filed an 8-K regarding our private placement. 
On January 27, 2005 we filed an 8-K announcing that we had named R. Scott Ervinas Interim Chief Executive Officer. 
On February 15, 2005, we filed an 8-K announcing that our Board of Directorsapproved a resolution adopting an Amended and Restated Certificate ofDesignation for Series B Convertible Preferred Stock and an Amended and RestatedCertificate of Designation for Series C Convertible Preferred Stock.
On April 18, 2005 we filed an 8-K announcing that we had appointed Mr. GordonMcGilton as the Chief Executive Officer. **23**   
**EXHIBIT INDEX**

NUMBER

DESCRIPTION

2.1

Agreement and Plan of Merger (included as Attachment A to exhibit 99.2 to theForm DEF 14A filed November 19, 2004, and incorporated herein by reference).
  
3.1

Articles of Incorporation (included as Attachment B to exhibit 99.2 to the FormDEF 14A filed November 19, 2004, and incorporated herein by reference).
 
 

3.2

By-Laws (included as Attachment C to exhibit 99.2 to the Form DEF 14A filedNovember 19, 2004, and incorporated herein by reference).
  
3.3

Amended Articles of Incorporation (included as Attachment D to exhibit 99.2 tothe Form DEF 14A filed November 19, 2004, and incorporated herein byreference).
  
4.1

Certificate of Designation for Series D Convertible Preferred Stock, datedJanuary 19, 2005 (included as exhibit 4.1 to the Form 8-K filed January 27,2005, and incorporated herein by reference).
  
4.2

Form of Common Stock Purchase Warrant, dated January 19, 2005, (included asExhibit 4.2 to the Form 8-K filed January 27, 2005, and incorporated herein byreference).
 
 

4.3

Securities Purchase Agreement, dated January 19, 2005 (included as Exhibit 4.3to the Form 8-K filed January 27, 2005, and incorporated herein byreference).
 
 

4.4 

Registration Rights Agreement, dated January 19, 2005 (included as Exhibit 4.4to the Form 8-K filed January 27, 2005, and incorporated herein byreference).
 
 

4.5

Amended and Restated Certificate of Designation for Series B ConvertiblePreferred Stock (included as exhibit 4.1 of the Form 8-K filed February 15,2005, and incorporated herein by reference).
 
 

4.6

Amended and Restated Certificate of Designation for Series C ConvertiblePreferred Stock (included as exhibit 4.2 of the Form 8-K filed February 15,2005, and incorporated herein by reference).
 
 

10.1

Sonic Jet Corporation 2000 Stock Option Plan & Advisory and ConsultingAgreement, dated May 1, 2000 (included as Appendix A to the Form 14C filed June30, 2000, and incorporated herein by reference).
 
 

10.2

Series B Convertible Preferred Stock Purchase Agreement between the Company andAshford Capital, LLC, dated December 27, 2001 (included as exhibit 10.1 to theForm 8-K filed January 7, 2002, and incorporated herein by reference).
 
 

10.3

Series C Convertible Preferred Stock Purchase Agreement between the Company andeFund Capital Partners, LLC, dated December 27, 2001 (included as exhibit 10.2to the Form 8-K filed on January 7, 2002, and incorporated herein byreference).
 
 

10.4     Letter Agreement between the Company andAshford Capital, LLC, dated April 15, 2003 (included as exhibit 4.9 to the Form10-QSB filed November 18, 2003, and incorporated herein by reference).

**24**   
10.5

Industrial Lease between the Company and Aerospace/Defense, Inc., datedSeptember 2, 2003 (included as Exhibit 10.12 to the Form 10-QSB filed August 13,2004, and incorporated herein by reference).

 

10.6

Modification of Business Asset Sale, License Agreement & Assignment ofRights between the Company and Rockwell Power Systems, Inc., dated September 15,2003 (included as exhibit 2.3 to the Form 10-QSB filed November 18, 2003, andincorporated herein by reference).

 

 

10.7

Non-Employee Directors and Consultants Retainer Stock Plan, dated September 30,2003 (included as exhibit 4 to the Form S-8 filed November 7, 2003, andincorporated herein by reference).

 

 

10.8

Investment Agreement between the Company and Dutchess Private Equities Fund,L.P., dated January 26, 2004 (included as exhibit 10.8 to the SB-2 filed January27, 2004, and incorporated herein by reference).

 

 

10.9

Registration Rights Agreement between the Company and Dutchess Private EquitiesFund, L.P., dated January 26, 2004 (included as exhibit 10.9 to the SB-2 filedJanuary 27, 2004, and incorporated herein by reference).

 

 

10.10

Placement Agent Agreement between the Company, Charleston Capital, LLC, andDutchess Private Equities Fund, L.P., dated January 27, 2004 (included asexhibit 10.10 to the SB-2 filed on January 27, 2004, and incorporated herein byreference).

 

 

10.11

Form of Subscription Agreement between the Company and Gamma Opportunity CapitalPartners, LP, Longview Fund, LP, Alpha Capital Aktiengesellschaft, DominoInternational Ltd, Magellan International Ltd, and Mountain Ridge Capital LLC,dated March 23, 2004 (included as exhibit 4 to the Form 8-K filed on March 26,2004, and incorporated herein by reference).

 

 

10.12

Royalty Agreement between the Company and J.J. van Eck, dated April 1, 2004(included as exhibit 10.13 to the Form 10-QSB filed August 13, 2004, andincorporated herein by reference).

 

 

10.13

Contract between the Company and the U.S. Marines, dated April 21, 2004(included as exhibit 10.14 to the 10-QSB filed August 13, 2004, and incorporatedherein by reference).

 

 

10.14

Term Sheet between the Company and GC Financial Services, Inc., dated June 16,2004 (included as exhibit 10.14 to the 10-QSB filed November 15, 2004, andincorporated herein by reference).

 

 

10.15

Employment Agreement between the Company and Thomas Thebes (included as Exhibit10.10 to the Form 10-QSB filed August 13, 2004, and incorporated herein byreference).

 

 

10.16

Letter re: Industrial Lease Agreement between the Company and Aerospace/Defense,Inc., dated July 13, 2004 (included as Exhibit 10.11 to the Form 10-QSB filedAugust 13, 2004, and incorporated herein by reference).

 

 

10.17

Employment Agreement between the Company and Garth Barrett, dated August 12,2004 (included as exhibit 10.16 to the 10-QSB filed November 15, 2004, andincorporated herein by reference).

 

 

10.18

Employment Agreement between the Company and Gale Aguilar, dated November 8,2004 (included as Exhibit 10.1 to the Form 8-K/A filed November 10, 2004, andincorporated herein by reference).

 

**25**   
 

10.19

Employment Agreement between the Company and Frank Kavanaugh, dated November 15,2004 (included as exhibit 10.15 to the 10-QSB filed November 15, 2004, andincorporated herein by reference).

 

 

10.20

Letter Contract awarded to the Company by the Department of the Army datedNovember 18, 2004 (as described in the 8-K filed November 24, 2004, andincorporated herein by reference). 

 

 

10.21

Promissory Note between the Company and Dutchess Private Equity Fund, II, LPdated December 3, 2004 (included as Exhibit 10.1 to the Form 8-K filed December8, 2004, and incorporated herein by reference).

 

 

 

 

10.22

Employment Agreement between the Company and Gordon McGilton, dated January 27,2005(included as Exhibit 10.22 to the Form 10-KSB/A filed April 22, 2005, andincorporated herein by reference).

 

 

 

 

10.23

Employment Agreement between the Company and Ted McQuinn, dated February 4,2005(included as Exhibit 10.23to the Form 10-KSB/A filed April 22, 2005, andincorporated herein by reference).

 

26

 

31.1

Certification of the Interim Chief Executive Officer pursuant to Section 302 ofthe Sarbanes- Oxley Act of 2002.

 

 

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002.

 

 

32.1

Certification of Officers pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

**27**   

SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
FORCE PROTECTION, INC.
Date: May 16, 2005
By: /s/ Gordon McGiltonGordon McGiltonPrincipal Executive Officer
Date: May 16, 2005
By: /s/ Thomas ThebesThomas ThebesChief Financial Officer 
Pursuant to the requirements of the Securities Exchange Act of 1934, this reporthas been signed below by the following persons on behalf of the registrant andin the capacities and on the dates indicated.

 

Signature

Name

Title

Date

 

 

 

 

 

 

/s/ R. Scott Ervin

Director, and 

May 16, 2005

R. Scott Ervin

General Counsel

 

 

 

 

 

/s/ Gordon McGilton

Director, and 

May 16, 2005

Gordon McGilton

Chief Executive Officer 

 

 

 

 

 

/s/ Frank Kavanaugh

Chairman of

May 16, 2005

 

Frank Kavanaugh

the Board of Directors

 
 
 

/s/ Gale Aguilar

Director

May 16, 2005

 

Gale Aguilar

 

**28**   

**CERTIFICATIONS UNDER SECTION 302**
I, Gordon McGilton, certify that: 
1. I have reviewed this quarterly report of Force Protection Corporation; 
2. Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 
3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this report; 
4. The registrant's other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: 
a) designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 
b) evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and 
c) disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and 
5. The registrant's other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board ofdirectors (or persons performing the equivalent functions): 
a) all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant's internal control overfinancial reporting. 
Date: May 16, 2005 

*/s/  Gordon McGilton*
*--------------------*
*Gordon McGilton*
*Chief  Executive  Officer*
**29**   

**CERTIFICATIONS UNDER SECTION 302**
I, Thomas Thebes, certify that: 
1. I have reviewed this quarterly report of Force Protection Corporation; 
2. Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 
3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this report; 
4. The registrant's other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: 
a) designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 
b) evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and 
c) disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and 
5. The registrant's other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board ofdirectors (or persons performing the equivalent functions): 
a) all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant's internal control overfinancial reporting. 
Date: May 16, 2005 

*/s/  Thomas  Thebes*
*-----------------*
*Thomas  Thebes*
*Chief  Financial  Officer*
**30**   

**CERTIFICATIONS UNDER SECTION 906**
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and(b) of section 1350, chapter 63 of title 18, United States Code), each of theundersigned officers of Force Protection Corporation, a Nevada corporation (the"Company"), does hereby certify, to such officer's knowledge, that: 
The Quarterly Report for the quarter ended March 31, 2005 (the "Form 10-QSB") ofthe Company fully complies with the requirements of Section 13(a) or  15(d) ofthe Securities Exchange Act of 1934, and the information contained in the Form10-QSB fairly presents, in all material respects, the financial condition andresults of operations of the Company. 
Dated: May 16, 2005 

*/s/  Gordon McGilton*
*--------------------*
*Gordon McGilton,  Chief  Executive  Officer*

Dated: May 16, 2005 

*/s/  Thomas  Thebes*
*-----------------*
*Thomas  Thebes,   Chief  Financial  Officer*