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

                                   FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                  For the quarterly period ended June 30, 2004

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
        For the transition period from ___________________ to __________

                         Commission file number 0-22273

                              FORCE PROTECTION, INC.
        (Exact name of small business issuer as specified in its charter)

                Colorado                          84-1383888
          --------------------            -----------------------
       (State or other jurisdiction of           (IRS Employer
       incorporation  or organization)        Identification No.)

    9801  Highway  78,  #3,  Ladson, SC                     29456
---------------------------------------              ------------------
(Address of principal executive offices)                (Zip Code)

                                 (843) 740-7015
                           (Issuer's telephone number)

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  Issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the  latest  practicable  date:

As of June 30, 2004, the Issuer had outstanding 180,079,059 shares of its common
stock.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK  ONE)  YES  [ ] NO [X]


                FORCE  PROTECTION  INC.  AND  SUBSIDIARY
                                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  JUNE  30,  2004                              4

                     CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                     FOR  THE  THREE  AND  SIX  MONTHS  ENDED
                     JUNE  30,  2004  AND  JUNE  30,  2003                5

                     CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                     FOR  THE  THREE  AND  SIX  MONTHS  ENDED
                     JUNE  30,  2004  AND  JUNE  30,  2003                6

                     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS       7

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

     ITEM  3.  CONTROLS  AND  PROCEDURES                                 15

PART  II  -  OTHER  INFORMATION

     ITEM  1.  LEGAL  PROCEEDINGS                                        15

     ITEM  2.  CHANGES  IN  SECURITIES

     ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES                        16

     ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE
               OF  SECURITY  HOLDERS

     ITEM  5.  OTHER  INFORMATION                                        16

     ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                     17


                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

           REPORT  ON  REVIEW  BY  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANT

To  the  Board  of  Directors
Force  Protection,  Inc.  and  Subsidiary


We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  Force
Protection, Inc., and Subsidiary (formerly known Sonic Jet Performance, Inc.) as
of  June 30, 2004 and the related statements of consolidated operations for  the
three  and six months  ended  June 30,  2004 and 2003 and cash flows for the six
months  ended June 30, 2004 and 2003 included in the accompanying Securities and
Exchange  Commission  Form  10-QSB  for  the period ended June 30,  2004.  These
financial  statements  are  the  responsibility  of  the  Company's  management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance  with  auditing standards generally accepted in the United States and
standards of PCAOB, the objective  of  which  is  the  expression  of an opinion
regarding  the  financial  statements  as  a  whole.  Accordingly,  we  do  not
express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

We  have  previously  audited,  in  accordance with auditing standards generally
accepted  in  the  United States, the balance sheet as of December 31, 2003, and
the related consolidated statements of operations, stockholders' equity and cash
flows  for the year then ended (not presented herein). In our report dated March
2,  2004,  we expressed an unqualified opinion on those financial statements. In
our  opinion,  the information set forth in the accompanying balance sheet as of
June  30,  2004  is  fairly  stated  in all material respects in relation to the
balance  sheet  from  which  it  has  been  derived.



/s/  Michael  Johnson  &  Co.,  LLC
Michael  Johnson  &  Co.,  LLC.
Denver,  Colorado
August  13,  2004



<TABLE>
<CAPTION>

                                          FORCE PROTECTION
                                     CONSOLIDATED BALANCE SHEET
                                           JUNE 30, 2004
                                             (Unaudited)


<S>                                                                                    <C>
ASSETS
Current Assets
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,311,687
   Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       739,622
   Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       128,228
   Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,419,987
                                                                                       -------------
       Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,599,524



Other Assets
--------------
   Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0
   Fixed Assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       545,167
                                                                                       -------------

             Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  6,144,691
                                                                                       -------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,172,300
   Accrued payroll taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        22,752
   Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       724,999
   Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       156,013
                                                                                       -------------
   General reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       542,317
                                                                                       -------------
   Loans payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        36,739
       Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,655,120
                                                                                       -------------


Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       127,013
                                                                                       -------------
Subordinated notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0
                                                                                       -------------

Shareholder's Equity:
   Common, no par value, 300,000,000 authorized, issued and outstanding 180,079,059.     20,922,574
   Preferred, no par value
     Series B convertible preferred  (9 shares issued and outstanding)  . . . . . . .        22,500
     Series C convertible preferred (109 shares issued and outstanding) . . . . . . .     1,090,000
   Retained earnings, Includes 2004 Net Income /(loss). . . . . . . . . . . . . . . .   (24,844,946)
   Additional Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,170,930
   Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,500
                                                                                       ------------
   Shareholder's equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,362,558
                                                                                       -------------
              Total Liabilities and Shareholders' Equity. . . . . . . . . . . . . . .  $  6,144,691
                                                                                       =============

The accompanying notes are an integral part of these financial statements

</TABLE>



<TABLE>
<CAPTION>

                                                 FORCE PROTECTION
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (Unaudited)


<S>                                         <C>                   <C>                 <C>            <C>

                                                       Three months ended                  Six months ended
                                                           June 30,                            June 30,
                                                    2003                2004              2003           2004
                                            ------------------    -----------------   -------------  -------------

Revenues . . . . . . . . . . . . . . . . .  $           606,785   $          15,578   $    703,134   $  1,658,431

Cost of Sales. . . . . . . . . . . . . . .              604,684             296,526        836,437      1,528,479

Gross Profit . . . . . . . . . . . . . . .                2,101            (280,949)      (133,304)       129,952

Operating Expenses:
   Selling, General &
Administrative . . . . . . . . . . . . . .            1,343,921           1,673,385      2,992,448      3,278,018

Total Operating Expenses . . . . . . . . .            1,343,921           1,673,385      2,992,448      3,278,018

Loss from Operations . . . . . . . . . . .           (1,341,820)         (1,954,334)    (3,125,752)    (3,148,066)

Restructuring Expense. . . . . . . . . . .              514,499                   -        514,499              -

Profit (Loss) after Restructuring Expense.           (1,856,319)         (1,954,334)    (3,640,250)    (3,148,066)

Other Income/Expense
    Other Income . . . . . . . . . . . . .              (59,810)                477        (45,352)        36,534
    Interest Expense . . . . . . . . . . .              (56,830)             (4,133)       (71,025)       (44,447)

Total Other Income (Expense) . . . . . . .             (116,640)             (3,656)      (116,377)        (7,913)

Net Loss . . . . . . . . . . . . . . . . .  $        (1,972,958)  $      (1,957,990)  $ (3,756,628)  $ (3,155,978)

Basic loss per share . . . . . . . . . . .              (0.0130)             (0.008)       (0.0304)        (0.020)

Diluted loss per share . . . . . . . . . .              (0.0087)             (0.012)       (0.0204)        (0.013)

Weighted average common
  shares outstanding
   Basic . . . . . . . . . . . . . . . . .          102,851,320         158,473,264    102,851,320    158,473,264
   Diluted . . . . . . . . . . . . . . . .          153,483,542         250,575,044    153,483,542    250,575,044
                                            ====================  ==================  =============  =============

<FN>


*  Taken  from  the  weighted  average  common  shares  outstanding  as  at  the  end  of  06/30/04

The accompanying notes are an integral part of these financial statements

<PAGE>
</TABLE>

<TABLE>
<CAPTION>


                                              FORCE PROTECTION
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Unaudited)


<S>                                                                         <C>              <C>
                                                                            Six Months       Six Months
                                                                            Ended            Ended
                                                                            June 30, 2003    June 30, 2004
Cash Flows From Operating Activities:
  Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   (3,756,628)  $   (3,155,978)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .         155,834           34,405

   Common Stock issued for services. . . . . . . . . . . . . . . . . . . .       1,689,904           70,841
   Warranty & royalties. . . . . . . . . . . . . . . . . . . . . . . . . .          25,961           62,083
   Restructuring expense . . . . . . . . . . . . . . . . . . . . . . . . .         514,499                -
   Changes in assets and liabilities:
     (Increase) in accounts receivable . . . . . . . . . . . . . . . . . .         150,705         (594,690)
     (Increase) in inventories . . . . . . . . . . . . . . . . . . . . . .      (2,748,694)      (2,535,756)
     (Increase) Decrease in other assets . . . . . . . . . . . . . . . . .           4,896         (120,928)
     (Decrease) Increase in accounts payable . . . . . . . . . . . . . . .         286,397          405,303
     (Decrease) Increase in payroll liabilities. . . . . . . . . . . . . .         (16,940)         110,816
     (Decrease) Increase in accrued expenses & deferred   revenue. . . . .       1,596,902          552,862
     (Decrease) Increase in reserves and other . . . . . . . . . . . . . .           7,502          370,219
         Total adjustments . . . . . . . . . . . . . . . . . . . . . . . .       1,666,966       (1,812,174)
 Net Cash Used in Operating Activities . . . . . . . . . . . . . . . . . .      (2,089,662)      (4,800,823)
                                                                            ---------------  ---------------

Cash Flow From Investing Activities:

  Purchase of equipment. . . . . . . . . . . . . . . . . . . . . . . . . .          24,752         (236,099)
  Proceeds from sale of property and equipment . . . . . . . . . . . . . .               -                -
  Net Cash Provided By Investing Activities. . . . . . . . . . . . . . . .          24,752         (236,099)

Cash Flow From Financing Activities:
  Proceeds from issuance of common stock . . . . . . . . . . . . . . . . .       1,305,849        5,600,000
  Proceeds from issuance of Preferred Stock. . . . . . . . . . . . . . . .         (20,000)
  Proceeds from convertible debt . . . . . . . . . . . . . . . . . . . . .               -
  Short term Debts . . . . . . . . . . . . . . . . . . . . . . . . . . . .         723,207         (369,387)
  Payments from capitalized lease obligations. . . . . . . . . . . . . . .               -           (6,017)
  Long Term Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .          11,513          (24,461)
  Notes Payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -         (124,036)
Additional Paid-in-capital . . . . . . . . . . . . . . . . . . . . . . . .               -          993,733
  Net Cash Provided By Financing Activities. . . . . . . . . . . . . . . .       2,020,569        6,069,832
                                                                            ---------------  ---------------

Effect of exchange rate on cash. . . . . . . . . . . . . . . . . . . . . .               -                0

Increase in Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (44,341)       1,032,910

Beginning Balance (12/31/03 in reference to 2004). . . . . . . . . . . . .         144,476          278,777

Ending Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         100,135        1,311,687


The accompanying notes are an integral part of these financial statements

</TABLE>


                                FORCE PROTECTION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE  1  -  PRESENTATION  OF  INTERIM  INFORMATION

In  the  opinion of the management of Force Protection, Inc. and Subsidiary, the
accompanying  un-audited  consolidated  financial  statements include all normal
adjustments  considered necessary to present fairly the financial position as of
June 30, 2004, and the results of operations and cash flows for the three months
and six months ended June 30, 2004 and 2003. Interim results are not necessarily
indicative  of  results  for  a  full  year.

The  consolidated  financial  statements and notes are presented as permitted by
Form  10-QSB,  and  do  not  contain  certain  information included in the Force
Protection's  audited consolidated financial statements and notes for the fiscal
year  ended  December  31,  2003.

NOTE  2  -  FINANCIAL  STATEMENTS

The  consolidated  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiary.  All  significant  inter-company  balances,
transactions,  and  stockholdings  have  been  eliminated.

NOTE  3  -  INVENTORIES

Inventories  at  June  30,  2004  consisted  of  the  following:

<TABLE>
<CAPTION>
<S>                                   <C>
Raw  materials  and  supplies         $2,859,017
Work  in  process                        504,075
Finished  goods                           56,895
Less  provision                                0
                                       ---------
Total                                 $3,419,987
                                      ==========
</TABLE>

NOTE  4  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  June  30,  2004  consisted  of  the  following:


<TABLE>
<CAPTION>
<S>                                      <C>
Furniture  and  fixtures                  $ 150,321
Machinery  and  equipment                   447,949
Tooling  -  new  products                   104,798
Vehicles                                        500
Demo  vehicles                              192,530
                                           --------
                                            896,098
Less accumulated depreciation and
amortization                               (350,931)
                                           --------
     Total                                $ 545,167
                                         ==========
</TABLE>

NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES

Lease
-----


The  Company  leases  its  principal  executive offices with Technical Solutions
Group  in  Ladson,  South  Carolina.

On  July  15, 2004 Technical solutions Group entered into an additional lease of
142,500  square  feet  of  another  building  in  the  same  complex.
Technical  Solutions  Group,  Inc.  has a long-term lease of five years, with an
option  to  renew  for  another  five  years for the giving it a stable base for
future  planning.  The  space  substantially  increases the Company's ability to
qualify  for  and  fulfill  larger  contracts  for  its mine-protected vehicles.
Details  of  the  two  leases  are  explained  below.

The  term  of  the  lease  for Building Three is five years starting October 15,
2003.  Annual  rent  is  $215,000  for  the first year plus utilities, taxes and
maintenance,  and  $258,000  base  rental  for  the  next  four  years.

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 the
first  year  plus utilities, taxes and maintenance, and $439,500 base rental for
the  next  four years, which may be adjusted by increases to the CPF by three to
seven  percent.

Employment  Agreements
----------------------

The  Company  anticipates  formally  establishing  an  executive  and management
compensation  plan. The current compensation in cash for the Company's executive
officers  and  managers  is  as  follows: Mr. Kavanaugh - $180,000, Mr. Thebes -
$115,000,  plus  an  allowance  of  $1,500,  Mr.  Watts $216,000 plus an expense
allowance,  Mr.  Barrett  -  $120,000,  Mr.  Edwards  -  $125,000, Mr. Hammick -
$105,000.  Executive  officer  compensation  is  subject to review on a periodic
basis  by  the  Board  of  Directors.

Royalty/Licensing  Agreements
-----------------------------

On  April 1, 2004, the Company entered into a new royalty agreement with J.J.Van
Eck covering the Typhoon - Long design. The Company will pay Mr. Van Eck $500.00
per  vehicle  sold  based  on  the  Typhoon  -  Long design he provided if used.

NOTE  6  -  OTHER  TRANSACTIONS

Capital  Stock  Transactions
----------------------------

During  the three months ended June 30, 2004, the Company issued an aggregate of
3,188,275  restricted  shares  of  its common stock for the exercise of warrants
generating  $247,482.75  per  a private placement offering dated April 10, 2002.

During  the period of April 1, 2004 to June 30, 2004, the Company issued a total
of 1,012,016 restricted shares of common stock to three consultants for services
to  be  rendered to the Company related to the discontinued boat business valued
at  $70,841.

On March 23, 2004, the Company closed on a private offering. This offering, sold
to  six  accredited  investors,  consisted  of  the  following:
(a)  15,000,000  shares  at $0.20 per share; generating $2,670,000 net proceeds.
(b) An "A" Warrant for each share purchased, exercisable at $0.24 per share. The
"A"  Warrants  expire  March  23,  2006;  and
(c)  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 the registration
statement,  commencing  on  the  effective  date  of the registration statement.

During  the  three  months  ended  June  30,  2004,  "Green  Shoe" warrants were
exercised  at  $0.20  generating  $2,600,000.  13,000,000  shares  were  issued.

During  the  three  months  ended  June 30, 2004, 9 shares of Series C preferred
stock  were issued and 1 Series B share was converted to 10 Series C shares.  25
series  C  shares  were  converted  into  common  and 725,000 common shares were
cancelled.

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

     The  following  discussion  and  analysis  covers  material  changes in our
financial  condition  since  the year end December 31, 2003 and a comparison  of
the  results of  operations  for the three and six months ended June 30, 2004 to
the  same  period  in  2003.  This  discussion  and  analysis  should be read in
conjunction with our consolidated financial statements and related notes thereto
included  elsewhere  in this report and our  Form  10-KSB  for  the  year  ended
December  31,  2003.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without limitation, statements concerning our possible or assumed future results
of  operations.  These  statements  are  preceded by, followed by or include the
words  "believes,"  "could,"  "expects,"  "intends"  "anticipates,"  or  similar
expressions.  Our  actual results could differ materially from those anticipated
in the forward-looking statements for many reasons including the risks described
below  and  elsewhere  in  this  report.  Although  we  believe the expectations
reflected  in the forward-looking statements are reasonable, they relate only to
events  as of the date on which the statements are made, and our future results,
levels of activity, performance or achievements may not meet these expectations.
We  do not intend to update any of the forward-looking statements after the date
of  this document to conform these statements to actual results or to changes in
our  expectations,  except  as  required  by  law.

OVERVIEW

We  incorporated  in  the  State  of Colorado in November 1996. Our wholly-owned
subsidiary,  Technical  Solutions Group, Inc. incorporated in Nevada in 1997. We
acquired  Technical  Solutions  Group  in  July  2002.  Through  our subsidiary,
Technical  Solutions Group, we manufacture and market military vehicles that are
protected  against landmines and hostile fire. These vehicles are typically used
to  transport  personnel  safely  in  areas  infested with landmines and for the
actual  removal  of  landmines.

CRITICAL  ACCOUNTING  POLICIES

The  Securities  and  Exchange Commission has issued Financial Reporting release
No.  60,  "Cautionary  Advice  Regarding  Disclosure  About  Critical Accounting
Policies,"  or  FRR  60,  suggesting companies provide additional disclosure and
commentary  on  their  most  critical  accounting  policies.  In FRR 60, the SEC
defined  the  most  critical  accounting  policies  as  the  ones  that are most
important  to  the  portrayal  of  a company's financial condition and operating
results,  and  require  management  to  make  its  most difficult and subjective
judgments,  often  as a result of the need to make estimates of matters that are
inherently  uncertain.  The  methods, estimates and judgments we use in applying
these most critical accounting policies have a significant impact on the results
we  report  in  our  financial  statements.

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements, as
well  as  the  reported  amounts  of  revenues and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

As a general rule, financial information is accounted for and based on cost, not
current  market  value.  Revenues  and gains should be matched using the accrual
method  with  the  expenses  giving  rise to the revenues and gains to determine
earnings  for  the period. Expenses are necessarily incurred to produce revenue.
Expenses  are  then  "matched" in the same accounting period against the revenue
generated.  Revenues  are  recognized  when  they  are  earned  and expenses are
recognized  in  the  same  period  as  the  related revenue (matching or using a
systematic  and  rational  allocation  or  expensing in the period in which they
expire), not necessarily in the period in which the cash is received or expended
by  the  company.  Other  areas  include:

Inventories

Inventories  are  stated  at the lower of cost or market. The cost is determined
under  the  first-in-first-out  method  base  (FIFO)  valuation  method.

Goodwill

Under  SFAS  No.  142.  Goodwill  and  other  Intangible  Assets,  all  goodwill
amortization  ceased  effective  Jan.1, 2002. Rather, goodwill is now subject to
only  impairment  reviews.  A  fair-value based test is applied at the reporting
level. This test requires various judgments and estimates. A goodwill impairment
loss  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 fair
value  of  net  assets,  in the acquisition of Technical Solutions Group in June
2002.  We  follow SFAS 142, Goodwill and Intangible Assets, which requires us to
test goodwill for potential impairment annually. When the carrying value exceeds
fair  value,  the  impairment  is  the  difference between the carrying value of
goodwill  and the implied value. The implied value of goodwill is the difference
between  the  fair  value  for  the  unit as a whole and the value of individual
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 computed
by dividing loss available to common stockholders by the weighted-average number
of  common  shares  outstanding.  Diluted  loss per share is computed similar to
basic  loss  per  share  except that the denominator is increased to include the
number  of  additional  common  shares  that  would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.

Revenue  Recognition

Our  revenues  are derived principally from the sale of blast and mine-protected
vehicles.  Revenue  from  products and services are recognized at the time goods
are  shipped  or  services  are  provided  to  the customer, with an appropriate
provision  for  returns and allowances. The estimated sales value of performance
under  fixed-price  and fixed-price incentive contracts in process is recognized
under  the  percentage-of-completion method of accounting in which the estimated
sales value is determined on the basis of physical completion to date (the total
contract  amount  multiplied  by percent of performance to date less sales value
recognized  in previous periods) and cost (including general and administrative)
are  expensed  as  incurred.  It  is  our  policy to not recognize revenue until
customer  acceptance  and  shipment  to  the  customer. All advance payments are
treated  as  "deferred  revenue".

Research  and  Development

We  expense  research  and  development  cost  as  incurred.

COMPARISON  OF  THREE  MONTHS AND SIX MONTHS ENDED  JUNE 30, 2004 AS COMPARED TO
JUNE  30,  2003

The three months and six months ended June 30, 2004 were devoted to the facility
ramp-up  of two contracts, one with the U.S. Marines and one with the U.S. Army,
valued  at  a  total  of  $20,000,000  in  sales.  To date, our overall employee
headcount  is at 113, up 84 people from the year ended 2003, with 16 operational
production  cells.  For  the first six months of 2004, we have spent $593,192 on
Research  and  Development to further strengthen our position as leaders in mine
and  blast  protection  worldwide.

Results  of  Operations

Net  sales  for  the  three  months  ended  June 30, 2004 decreased by $ 591,207
compared  to three months ended June  30, 2003. However, sales backlog increased
during  the  quarter  to  $19,999,000.  The lack of sales during the quarter was
expected due to the timing of awarded contracts.  Sales for the six months ended
June  30, 2004, influenced by 2003 orders finalized during the first quarter was
$1,658,431,  a  $955,297 increase over the six month period ended June 30, 2003.

Cost  of  sales for the six months ended June 30, 2004 was $1,528,479, or 92.16%
of  sales,  compared  to  118.9%  of sales in 2003. During the second quarter of
2003,  with  only $15,578 of sales,  manufacturing costs were high in comparison
to  sales  due to the start up of  two  government contracts and the shipment of
spares.  The cost of goods sold in the first quarter of 2004 were higher than we
have  experienced  in  the  past  due  to  the percentage of spares shipments in
relation  to  product  sales.  Indirect  cost accounted for 91% of cost of goods
sold  during  the  quarter.

Selling, General and Administrative expenses for the three months ended June 30,
2004  were  $1,673,385  and  for  the  six  months  ended  June  30,  2004  were
$3,278,018.  As  compared  to  the  three  and  six  months ended 2003, Selling,
General  and Administrative expenses were up $329,464 and $285,570 respectively.
Incremental  Research  and Development expenditures of $91,386 during the second
quarter  of  2004  slowed  as compared to the rapid pace in the first quarter as
some  focus  was  shifted  to  the rapid  production ramp to satisfy our two new
contracts.  For  the  six  months  ended  June  30, 2004, excluding Research and
Development expenditures, Selling, General & Administrative spending, normalized
was $2,684,825 or 89.7% of the 2003 run rate. We incurred an incremental $29,229
of  actual  marketing  expenses  during  the  second  quarter  of  2004,  due to
conferences,  show participation and increased potential customer presentations.
During the third quarter of 2004, we incurred $130,000 of commission fees on the
$2,600,000  of  raised  capital  during  the  second  quarter  of  2004.

For  the  three months ended  June 30, 2004, other income/ expense was ($3,656).
Inactive  accounts  payable  of  $15,788  were  settled. We earned $477 interest
income.  Bank  charges  of $1,646, loan interest of $889 and penalty expenses of
$1,000  accounted  for  the majority of the ($4,133) of interest expense for the
quarter.

Net Loss for three months ended June 30, 2004 was $1,957,990 which was virtually
flat  as  compared  to the June 30, 2003 loss of $1,972,958.  For the six months
ended  June  30,  2004  the  net  loss  was $3,155,978 a decrease of $600,650 as
compared  to  the six months ended June 30, 2003.  The decrease is attributed to
cost  control  and the discontinued boat operations.  Year to date, research and
development activities, fund raising and demonstration expenses accounted for an
incremental $1,116,931 erosion of net income. Excluding these expenses, net loss
would  have  been  $2,039,047  or  54.2%  of  the  2003  year  to date run rate.



Business  segment  analysis  of  the  three  months  ended  June  30,  2004:

10-QSB  Segment  Information  (000's)  (approximate)

<TABLE>
<CAPTION>
<S>                           <C>          <C>         <C>
                                    TSG          Corp           Total
--------------- -----         ------------ ----------- ----------------

Sales                                  16                         16
Cost of sales                         296                        296
                              ------------ ----------- ----------------

Gross profit                          (281)                     (281)
G.P. %                                 (-)%                      (-)%

SG&A                                 1,360        313           1,673
--------------- -----          ------------ ----------- ----------------

Segment P&L                         (1,641)      (313)         (1,954)
------------- -------          ------------ ----------- ----------------
</TABLE>


Mine  and blast protected vehicles and spares provided approximately 100% of the
total  sales  and  100%  of  the  total  cost  of  goods  sold.

Going  Concern

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of business. As shown in the financial
statements,  during  the  year  ended  December  31, 2003, we incurred losses of
$5,321,623  and  our  current liabilities exceed our current assets by $360,652.
During  the  six  months  ended June 30, 2004, we incurred losses of $3,155,978,
however  current  assets  exceeded  current  liabilities  by  $2,944,404.

Realization  of  a major portion of the assets in the accompanying balance sheet
is  dependent upon our continued operations, obtaining additional financing, and
the  success  of  our  future  operations.

Due to the nature of our business it is uncertain whether we will receive orders
impeding  our  cash  situation  and  our  ability  to  pay  creditors.

Liquidity  and  Capital  Resources

As  of  June  30,  2004,  cash and cash equivalents were $ 1,311,687 compared to
$278,777  as  of  December  31,  2003  and  $3,210,137 as of March 31, 2004. Our
principal  sources  of  capital  have  been  cash  flow from operations, warrant
exercises,  and  the  sale  of  common  stock.

Operating  Activities

The cash used by operating activities for the six months ended June 30, 2004 was
$4,800,823,  as  compared  to $2,089,622 for the six months ended June 30, 2003.
The  cash used can be attributable primarily to funding ongoing operations, with
sales  loaded  in  the  second  half  of the year, the U.S. Marine and U.S. Army
contract  ramp-up  of  inventory ($2,535,756), and the development of the future
products.

Investing  Activities

Our capital expenditures for the three months ended March 31, 2004 were $49,955,
related  to  investments  in  office  and  manufacturing  equipment.  Capital
expenditures  for the three months ended June 30, 2004 were $186,144, related to
the cellular manufacturing ramp-up.  We anticipate that our capital expenditures
during  2004  will  increase significantly, as compared to 2003, due to contract
awards,  the improvement of operating efficiencies, and additional manufacturing
capacity.

Financing  Activities

On  March  23, 2004, we closed on a private offering. This offering, sold to six
accredited  investors,  consisted  of  the  following:

(a)  15,000,000  shares  at  $0.20  per  share;

(b) An "A" Warrant for each share purchased, exercisable at $0.24 per share. The
"A"  warrants  expire  March  23,  2006;  and

(c)  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 the registration
statement,  commencing  on  the  effective  date  of the registration statement.

We  generated  proceeds  of $2,600,000 from the sale of common stock through the
exercise  of  green  shoe  warrants during the three months ended June 30, 2004.
Commission  expense  and  fees  totaled  $130,000, which were paid in July 2004,
generating  net  proceeds  of  $2,470,000.

During  the  three  months  period  ended June 30, 2004, we received $247,482.75
through  the  exercise of warrants ($0.01 and $0.10) that were originally issued
pursuant  to  an  addendum  to  the private placement memorandum dated April 10,
2002.

During the six months ended June 30, 2004, we repaid  $517,884  of notes payable
and  short/long  term  debts.

We  repaid  3 promissory notes during the first quarter of 2004, finalized as of
May  7,  2004  by  receipt  of  all the required paperwork, totaling $400,000 of
principle,  all interest was forgiven. $150,000 of cash was repaid and 25 Series
C  preferred  shares  were  issued  to  settle  all  3  promissory  notes.

On  September  20,  2003,  we entered into an Investment Agreement with Dutchess
Private  Equities  Fund,  also  referred  to  as  an Equity Line of Credit. That
agreement provides that, following notice to Dutchess, we may put to Dutchess up
to  $3.5 million in shares of our common stock for a purchase price equal to 93%
of  the  lowest  closing bid price on the Over-the-Counter Bulletin Board of our
common  stock during the five day period following that notice. Each put will be
equal to either (a) 200% of the average daily volume of our common stock for the
10  trading  days prior to the put notice date, multiplied by the average of the
three  daily  closing  best  bid  prices  immediately  preceding  the put or (b)
$10,000;  provided  that in no event will the put amount be more than $1,000,000
with  respect  to  any  single put. Under a March 23, 2004 private placement, we
have  agreed  not  to utilize the equity line for a period of 6 months following
the  effective  registration of the shares underlying the private placement. The
shares  underlying  the  private  placement  were  registered on April 15, 2004.

On  April  23, 2004, we announced award of a contract to deliver up to 27 Cougar
type  vehicles. On May 17, 2004, we announced the award of a contract to deliver
21  Buffalo  vehicles.  Initial deliveries are scheduled to ship September 2004.
Substantial  cash  will  be  required  for  the  inventory  build  and  capital
infrastructure,  negatively  affecting  liquidity and our current favorable cash
position. We expect to receive progress payments during production and except to
receive  final  payment  per  unit  shipped  within 45 days of acceptance by our
customer.

At the present time, we are not generating sufficient revenue to cover expenses.
Based  on  our  current  operating plan, we anticipate that additional financing
will  be  required  to  finance our operations and capital expenditures in 2004.
Accordingly, our future liquidity will depend on our ability to obtain necessary
financing  from  outside sources and our ability to execute our contract awards.
We  currently  believe  that  we  have  sufficient cash to continue for the next
Several  months.  Additionally, our $4,000,000 line of credit factoring facility
with G C Financial Services, Inc. and product shipments will provide enough cash
for the remainder of the year and into 2005. We may also consider issuing equity
to  fund  ongoing  operations.

Our  currently  anticipated levels of revenues and cash flow are subject to many
uncertainties.  Further,  unforeseen  events  may  occur that will require us to
raise  additional  funds.  The  amount  of  funds  we need will depend upon many
factors,  including  without  limitation,  the extent and timing of sales of our
products,  future  product  costs,  the  timing  and  costs  associated with the
establishment  and/or  expansion,  as  appropriate,  of  our  manufacturing,
development,  engineering and customer support capabilities, the timing and cost
of our product development and enhancement activities and our operating results.
Until  we  generate cash flow from operations that will be sufficient to satisfy
our  cash requirements, we will need to seek alternative means for financing our
operations  and  capital  expenditures  and/or  postpone  or  eliminate  certain
investments  or  expenditures.  Potential  alternative  means  for financing may
include  leasing  capital  equipment,  obtaining  a line of credit, or obtaining
additional  debt or equity financing. Additional financing may not be available,
or  available  on acceptable terms. The inability to obtain additional financing
or  generate  sufficient  cash  from  operations  could  require us to reduce or
eliminate  expenditures  for  capital  equipment,  research  and  development,
production or marketing of our products, or otherwise curtail or discontinue our
operations,  which  could  have  a  material  adverse  effect  on  our business,
financial  condition  and  results of operations. Furthermore, if we raise funds
through  the  sale  of  additional equity securities, the common stock currently
outstanding  will  be  further  diluted.

Inflation

We  do  not  believe that inflation has had or is likely to have any significant
impact  on  our  operations. However, with the current shortage of some types of
steel,  the  price  of  steel  may  increase  significantly  and  could  affect
profitability.

Subsidiary
As  of  June  30,  2004,  we  had  one  wholly-owned  subsidiary,  Technical
Solutions  Group,  Inc.


ITEM  3.  CONTROLS  AND  PROCEDURES

Evaluation  of  disclosure  controls  and  procedures.  Our management, with the
participation  of  our  principal  executive  officer  and  principal  financial
officer,  has  evaluated  the  effectiveness  of the design and operation of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under  the  Securities  Exchange  Act  of 1934, as amended) as of the end of the
period  covered  by  this  Quarterly  Report  on  Form  10-QSB.  Based  on  this
evaluation,  our  principal  executive  officer  and principal financial officer
concluded  that  these  disclosure  controls  and  procedures  are effective and
designed  to ensure that the information required to be disclosed in our reports
filed  or  submitted  under  the  Securities  Exchange  Act of 1934 is recorded,
processed,  summarized  and  reported  within  the  requisite  time  periods.

Changes  in  internal controls. There was no change in our internal control over
financial  reporting  (as  defined  in  Rules  13a-15(f) and 15d-15(f) under the
Securities  Exchange  Act  of  1934,  as  amended) that occurred during our last
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  our  internal  control  over  financial  reporting.

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

On  March  22, 2004, the Utah Division of Securities submitted to us an Order to
Show  Cause  in an action before the Division of Securities of the Department of
Commerce of the State of Utah pertaining to an alleged sale of our securities in
Utah  by an unlicensed broker-dealer and unlicensed agent.  The Utah Division of
Securities  sought  a  $1,000  fine  in  connection with this matter. On May 21,
2004,  the  action  was  settled  for  a  payment  by  us  of  a  $1,000  fine.

On  June 26, 2003, Albert Mardikian, a shareholder and holder of certain designs
and  components,  filed  a  complaint  against us in the Orange Country Superior
Court.  The  complaint alleges breach of contract of the license agreement dated
December  27,  2001 between Mr. Mardikian, Mardikian Marine Design, and us.  The
complaint  further  alleges breach of an employment and agency agreement between
Mr.  Mardikian  and  us,  and  fraud,  conversion  and  unfair  competition. The
plaintiff  sought  declaratory  relief,  compensatory  damages  of  $700,000,
actual damages of $346,000, disgorgement of profits, civil penalties pursuant to
the  California  Business  and  Professions  Code  Section  17206,  reasonable
attorney's  fees  and  cost  of suit incurred. On June 2, 2004 the complaint was
settled  for  a  royalty  payment  by  us  of  $45,000.

In  July  2003, Peggy Gonzales and Edward Huerta filed a claim against us in the
Cameron  County  District  Court  in  Brownsville, Texas. The claim related to a
vortex  boat  purchased  by  the plaintiff and alleged vessel defects. The claim
was  for  unquantified  damages.  On  June  2, 2004, the claim was settled for a
payment  by  us  of  $16,000.

ITEM  2.  CHANGES  IN  SECURITIES
(a)
On  June  1,  2004,  we  restated  the  Certificate  of Designation for Series B
Convertible  Preferred  Stock to change the automatic conversion of the Series B
Convertible  Preferred Stock into common stock date to December 27, 2004  and to
provide that in  its  discretion,  our Board of Directors may, by resolution and
without  further  action  by  the Series B Shareholders, extend the date of such
automatic  conversion.

On  July  20,  2004,  we  reduced  the  exercise price of outstanding A warrants
and  Green  Shoe  warrants  to $0.12 for thirty calendar days following July 20,
2004.  Thereafter,  the  A  warrants  and the Green Shoe warrants revert back to
their  original  terms.

(b)  Not  Applicable.

(c)  We  sold  the  following  unregistered  (restricted)  securities during the
quarter  ended  June  30,  2004:

During  the  period of April 1, 2004 through June 30, 2004, we issued a total of
3,188,275  shares  of  common  stock  to exercise warrants, valued at a total of
$247,482.75  (average  of  $0.07762  per  share).

During  the period of April 1, 2004 through June 30, 2004, we issued a net total
of  712,016  shares of common stock, valued at $142,403 ($0.20 per share) to two
consultants  as  compensation  for  the  discontinued boat segment. On April 21,
2004,  we  issued  a total of 50,000 shares of common stock to one consultant as
compensation  in  such capacity, valued at a total of $10,000 ($0.20 per share).

During  the  period  of  April  1,  2004  to June 30, 2004, we issued a total of
1,012,016 restricted shares of common stock to three consultants for services to
be  rendered  to us related to the discontinued boat business valued at $70,841.

The  sales  set  forth  above  were  undertaken  under  Regulation  D  under the
Securities  Act  of  1933,  as  amended  ("Act"),  by  the  fact  that:

-  the sales were made to a sophisticated or accredited investors, as defined in
Rule  502;

-  the  Registrant  gave  each  purchaser  the  opportunity to ask questions and
receive  answers  concerning  the  terms  and  conditions of the offering and to
obtain  any  additional  information  which  the  Registrant  possessed or could
acquire  without  unreasonable effort or expense that is necessary to verify the
accuracy  of  information  furnished;

-  at  a reasonable time prior to the sale of securities, the Registrant advised
each  purchaser  of  the  limitations  on resale in the manner contained in Rule
502(d)2;

- neither the Registrant nor any person acting on its behalf sold the securities
by  any  form  of  general  solicitation  or  general  advertising;  and

-  the Registrant exercised reasonable care to assure that each purchaser of the
securities  is  not  an  underwriter  within the meaning of Section 2(11) of the
Securities  Act  of  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

On  June  30,  2004  we  announced  an  Insider  Lockup  Agreement. Our Board of
Directors  and  executive  officers, with limited exceptions, agreed not to sell
any  shares  of  Force Protection stock in the public markets until December 27,
2004.

On  April  21,  2004,  our  subsidiary, Technical Solutions Group, was awarded a
contract  to  manufacture  and  deliver  up to 27 Cougar type mine and ballistic
protected  vehicles  to the U.S. Marines. The 27 vehicles, training programs and
consumable  spare  parts  have a total value of $9.7 million. Initial deliveries
are  scheduled to begin in September 2004 and all of the initial release will be
delivered  before  the  end  of  the  year.

On  May  17,  2004, we announced that our subsidiary, Technical Solutions Group,
was awarded a contract to manufacture and deliver up to 21 Buffalo type mine and
ballistic  protected  vehicles  to  the  U.S.  Army.  The  21 vehicles, training
programs  and  consumable  spare  parts have a total value of $15.3 million. The
initial  release  will  be  delivered  before  the  end  of  the  year.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

Number  Description
-------------------

3.1  Articles  of  Incorporation  (filed  as  Exhibit  3.(i) to the Registrant's
General  Form  for  Registration  of Securities of Small Business Issuer on Form
10-SB  filed  on  March  24,  1997  and  incorporated  herein  by  reference).

3.2  Articles  of Amendment to the Articles of Incorporation, dated December 24,
1996 (filed as Exhibit 3.(iv) to the Registrant's Report on Form 10-KSB filed on
April  15,  1998  and  incorporated  herein  by  reference).

3.3  Articles  of  Amendment to the Articles of Incorporation, dated November 2,
1998  (filed  as  Exhibit  3.(I)  to the Registrant's Current Report on Form 8-K
filed  on  December  16,  1998  and  incorporated  herein  by  reference).

3.4  Articles  of Amendment to Articles of Incorporation (filed as Appendix A to
the  Registrant's  Proxy  Statement  on Form DEF 14A filed on March 27, 2002 and
incorporated  herein  by  reference).

3.5  Articles  of  Amendment  to  the  Articles  of  Incorporation.

3.6  Articles  of  Amendment  to  Articles  of  Incorporation.

3.7  Bylaws  for  the  Registrant  (filed  as Exhibit 3.(ii) to the Registrant's
General  Form  for  Registration  of Securities of Small Business Issuer on Form
10-SB  filed  on  March  24,  1997  and  incorporated  herein  by  reference).

4.1 Restated Certificate of Designation of Series B Convertible Preferred Stock,
dated  June  1,  2004.

4.2 Restated Certificate of Designation of Series C Convertible Preferred Stock,
dated  June  17,  2004.

4.3  Certificate  of Designation for Series A Convertible Preferred Stock (filed
as Exhibit 7.4 to the Registrant's Current Report on Form 8-K filed July 6, 1998
and  incorporated  herein  by  reference).

10.1  Investment  Agreement between the Registrant and Dutchess Private Equities
Fund,  L.P.,  dated  January 26, 2004 (filed as Exhibit 10.8 to the Registrant's
SB-2  filed  on  January  27,  2004  and  incorporated  herein  by  reference).

10.2  Registration  Rights Agreement between the Registrant and Dutchess Private
Equities  Fund,  L.P.,  dated  January  26,  2004  (filed as Exhibit 10.9 to the
Registrant's  SB-2  filed  on  January  27,  2004  and  incorporated  herein  by
reference).

10.3  Placement Agent Agreement between the Registrant, Charleston Capital, LLC,
and  Dutchess  Private  Equities  Fund,  L.P.,  dated January 27, 2004 (filed as
Exhibit  10.10  to  the  Registrant's  SB-2  filed  on  January  27,  2004  and
incorporated  herein  by  reference).

10.4 Form of Subscription Agreement between the Registrant and Gamma Opportunity
Capital  Partners,  LP,  Longview  Fund,  LP,  Alpha Capital Aktiengesellschaft,
Domino International Ltd, Magellan International Ltd, and Mountain Ridge Capital
LLC, dated March 23, 2004 (filed as Exhibit 4 to the Registrant's Form 8-K filed
on  March  26,  2004  and  incorporated  herein  by  reference).

10.5  Employment  Offer  Letter between the Registrant and Frank Kavanaugh dated
March  31,  2003  (filed  as  Exhibit  10.16  to the Registrant's Report on Form
10-KSB/A  filed  on  April  21,  2003  and  incorporated  herein  by reference).

10.6  Employment  Offer  Letter  between the Registrant and Michael Watts, dated
June  20,  2002  (filed  as Exhibit 10.1 to the Registrant's Quarterly Report on
10-QSB  filed  on  November  18,  2003  and  incorporated  herein by reference).

10.7  Employment  Offer  Letter  between  the Registrant and Walter Wright dated
April  1,  2003  (filed  as  Exhibit  10.17  to  the Registrant's Report on Form
10-KSB/A  filed  on  April  21,  2003  and  incorporated  herein  by reference).

10.8  Sonic  Jet  Corporation  2000  Stock Option Plan & Advisory and Consulting
Agreement dated May 1, 2000 (filed as Appendix A to the Registrant's Information
Statement on Form 14C filed June 30, 2000 and incorporated herein by reference).

10.9 Non-Employee Directors and Consultants Retainer Stock Plan, dated September
30,  2003  (filed as Exhibit 4 to the Registrant's Form S-8 filed on November 7,
2003  and  incorporated  herein  by  reference).

10.10  Employment  Agreement  between  the  Registrant  and  Thomas  Thebes.

10.11  Letter  re: Lease Agreement between the Registrant and Aerospace/Defense,
Inc.,  dated  July  13,  2004.

10.12 Industrial Lease between the Registrant and Aerospace/Defense, Inc., dated
September  2,  2003.

10.13  Royalty  Agreement  J.J.  Van  Eck,  dated  April  1,  2004.

10.14  Contract  between  the Registrant and the U.S. Marines, April 21,  2004.

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

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

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

(b)  Reports  on  Form  8-K

None.
                                   SIGNATURES

In  accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                             Force Protection, Inc.
                                  (Registrant)



Dated:  August  13,  2004                         By:   /s/  Michael  Watts
                                                  --------------------
                                                  Michael  Watts
                                                  Chief  Executive  Officer

Dated:  August  13,  2004                        By:  /s/  Thomas  H.  Thebes
                                                 -----------------------
                                                 Thomas  H.  Thebes,
                                                 Chief  Financial  Officer