UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  30, 2004

                                       OR

[ ] TRANSITION REPORT PURSUANT TO 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 Registrant as specified in its charter)


         Colorado                                 84-1383888
(State  or  jurisdiction  of  incorporation        (I.R.S.  Employer
         or  organization)                     Identification  No.)



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

                  Registrant's telephone number: (843) 740-7015


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required to file such reports), and (2) been subject to such filing requirements
for  the  past  90  days.  Yes  --  x  No.

As  of  September  30,  2004,  the Registrant  had  196,471,310 shares of common
stock  issued  and  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  SEPTEMBER 30,  2004                         4

                     CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                     FOR  THE  THREE  AND NINE MONTHS  ENDED
                     SEPTEMBER 30,  2004  AND  SEPTEMBER 30,  2003       5

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

                     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS      7

     ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
               OPERATION                                                 9

     ITEM  3.  CONTROLS  AND  PROCEDURES                                15

PART  II  -  OTHER  INFORMATION

     ITEM  1.  LEGAL  PROCEEDINGS                                       15

     ITEM  2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE
               OF PROCEEDS                                              16

     ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES                       16

     ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE
                             OF  SECURITY  HOLDERS                      16

     ITEM  5.  OTHER  INFORMATION                                       16

     ITEM  6.  EXHIBITS                                                 17

                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCAL  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  September 30, 2004 and the related statements of consolidated operations for
the three and nine months ended September 30, 2004 and 2003 and the consolidated
statements  of  cash flows for the nine months ended September 30, 2004 and 2003
included  in the accompanying Securities and Exchange Commission Form 10-QSB for
the  period  ended  September 30, 2004.  These consolidated 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  the  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.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern.  As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern  unless  it is able to generate sufficient cash flows to meet its
obligations and sustain its operations.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

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
September  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
November  15,  2004



<TABLE>
<CAPTION>
                                          FORCE PROTECTION
                                     CONSOLIDATED BALANCE SHEET
                                           SEPTEMBER 30, 2004
                                             (Unaudited)


<S>                                                                                   <C>
ASSETS
Current Assets
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    548,781
   Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,237,718
   Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       270,410
   Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8,783,471
                                                                                       -------------
       Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,840,380



Other Assets
--------------
   Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0
   Fixed Assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,085,155
                                                                                       -------------

             Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  12,925,535
                                                                                       -------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  2,429,702
   Accrued payroll taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        24,666
   Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,374,970
   Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       110,873
                                                                                       -------------
   General reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       792,950
                                                                                       -------------
   Loans payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,500,000
       Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,233,162
                                                                                       -------------


Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       114,448
                                                                                       -------------
Total Liabilities         . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,347,610
                                                                                       -------------

Shareholder's Equity:
   Common, no par value, 300,000,000 authorized, issued and outstanding 196,471,310.     20,922,574
   Preferred, no par value
     Series B convertible preferred  (8 shares issued and outstanding)  . . . . . . .        80,000
     Series C convertible preferred (119 shares issued and outstanding) . . . . . . .     1,428,000
   Retained earnings, Includes 2004 Net Income /(loss). . . . . . . . . . . . . . . .   (28,085,030)
   Additional Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,230,881
   Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,500
                                                                                       ------------
   Shareholder's equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,577,925
                                                                                       -------------
              Total Liabilities and Shareholders' Equity. . . . . . . . . . . . . . .  $ 12,925,535
                                                                                       =============

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                 NINE MONTHS ENDED
                                              SEPTEMBER 30,                    SEPTEMBER 30,
                              ----------------------------------------   -----------------------------
                                             2003                 2004           2003            2004
                              -------------------   ------------------   ------------   --------------

Revenues . . . . . . . . . .  $         2,738,901   $           93,727   $  3,442,035   $   1,752,158

Cost of Sales. . . . . . . .            1,861,614              757,458      2,698,051       2,285,937
                              -------------------   ------------------   ------------   --------------
Gross Profit . . . . . . . .              877,287             (663,732)       743,984        (533,779)
                              -------------------   ------------------   ------------   --------------
Operating Expenses:
   Selling, General &
  Administrative . . . . . .              621,930            2,406,902      3,614,378       5,706,937
                              -------------------   ------------------   ------------   --------------
Total Operating Expenses . .              621,930            2,406,902      3,614,378       5,706,937
                              -------------------   ------------------   ------------   --------------
Loss from Operations . . . .              255,357           (3,070,634)    (2,870,394)     (6,240,716)

Restructuring Expense. . . .                    -                    -        514,499               -
                              -------------------   ------------------   ------------   --------------
Profit (Loss) after
Restructuring Expense. . . .              255,357           (3,070,634)    (3,384,893)     (6,240,716)

Other Income/Expense
    Other Income . . . . . .               16,869                1,608        (28,483)         38,352
    Interest Expense . . . .              (88,981)            (167,766)      (160,006)       (193,699)
                              -------------------   ------------------   ------------   --------------
Total Other Income (Expense)              (72,112)            (166,158)      (188,489)       (155,347)
                              -------------------   ------------------   ------------   --------------
Net Loss . . . . . . . . . .  $           183,246   $       (3,236,792)  $ (3,573,382)  $  (6,396,063)
                              ====================  ===================  =============  ==============

Basic loss per share . . . .               0.0017               (0.020)       (0.0367)         (0.039)
                              ====================  ===================  =============  ==============

Diluted loss per shares. . .               0.0012               (0.011)        (0.026)         (0.021)
                              ====================  ===================  =============  ==============

Weighted average common
 shares outstanding
   Basic . . . . . . . . . .          109,885,783          162,571,326     97,542,491    162,571,3216
                              ====================  ===================  =============  ==============
   Diluted . . . . . . . . .          150,008,346          306,377,195    137,665,054     306,377,195
                              ====================  ===================  =============  ==============

<FN>


*  Taken  from  the  weighted  average  common  shares  outstanding  as  at  the  end  of  09/30/04


               The accompanying notes are an integral part of these financial statements
</TABLE>

<TABLE>
<CAPTION>


                                          FORCE PROTECTION
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (UNAUDITED)


<S>                                                       <C>                   <C>
                                                          NINE MONTHS           NINE MONTHS
                                                          ENDED                 ENDED
                                                          SEPTEMBER 30, 2003    SEPTEMBER 30, 2004
                                                          -------------------   --------------------
Cash Flows From Operating Activities:
  Net Loss . . . . . . . . . . . . . . . . . . . . . . .  $        (3,573,382)  $        (6,396,063)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization . . . . . . . . . . . .              138,546               117,180

   Common Stock issued for services. . . . . . . . . . .            2,018,309               470,841
   Warranty & royalties. . . . . . . . . . . . . . . . .                    -              (117,434)
   Restructuring expense . . . . . . . . . . . . . . . .                    -                     -
   Changes in assets and liabilities:
     (Increase) in accounts receivable . . . . . . . . .             (356,210)           (2,092,786)
     (Increase) in inventories . . . . . . . . . . . . .           (1,819,497)           (7,895,579)
     (Increase) Decrease in other assets . . . . . . . .              103,514              (180,410)
     (Decrease) Increase in accounts payable . . . . . .               266427             1,725,254
     (Decrease) Increase in payroll liabilities. . . . .               50,284                10,840
     (Decrease) Increase in accrued expenses & deferred
   revenue . . . . . . . . . . . . . . . . . . . . . . .            1,095,876             6,274,105
     (Decrease) Increase in reserves and other . . . . .              (23,716)              730,000
                                                          -------------------   --------------------
         Total adjustments . . . . . . . . . . . . . . .            1,473,532            (1,395,351)
                                                          -------------------   --------------------
 Net Cash Used in Operating Activities . . . . . . . . .           (2,099,849)           (7,354,052)
                                                          --------------------  --------------------

Cash Flow From Investing Activities:

  Purchase of equipment. . . . . . . . . . . . . . . . .              (53,650)             (893,267)
  Proceeds from sale of property and equipment . . . . .                    -                     -
                                                          -------------------   --------------------
  Net Cash Provided By Investing Activities. . . . . . .              (53,650)             (893,267)
                                                          -------------------   --------------------

Cash Flow From Financing Activities:
  Proceeds from issuance of common stock . . . . . . . .            1,299,900                     -
  Proceeds from issuance of Preferred Stock. . . . . . .              (20,000)                    -
  Proceeds from use of Line of Credit. . . . . . . . . .                    -             1,500,000
  Short term Debts . . . . . . . . . . . . . . . . . . .                    -              (369,387)
  Short term Loans and lease obligations . . . . . . . .              841,423               (90,774)
  Long Term Liabilities. . . . . . . . . . . . . . . . .              (99,279)              (94,973)
  Notes Payable. . . . . . . . . . . . . . . . . . . . .                    -              (100,000)
Additional Paid-in-capital . . . . . . . . . . . . . . .                    -             7,672,457
                                                          -------------------   --------------------
  Net Cash Provided By Financing Activities. . . . . . .            2,022,044             8,517,323
                                                          --------------------  --------------------

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

Increase in Cash . . . . . . . . . . . . . . . . . . . .             (131,455)              270,004

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

Ending Balance . . . . . . . . . . . . . . . . . . . . .               13,020               548,781
</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
September  30,  2004, and the results of operations and cash flows for the three
months  and  nine  months ended September 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  subsidiaries.  All  significant  inter-company  balances,
transactions,  and  stockholdings  have  been  eliminated.

NOTE  3  -  INVENTORIES

We  intend  to  implement  a  material resource planning (MRP) system during the
fourth quarter to further develop our control processes. Beginning July 2004, we
have  set  up an inventory loss reserve of $10,000 per month. To date, we have a
$30,000  reserve  balance.  Inventories  at  September 30, 2004 consisted of the
following:

<TABLE>
<CAPTION>
<S>                                   <C>
Raw  materials  and  supplies         $8,520,708
Work  in  process                        205,868
Finished  goods                           56,895
Less  provision                           30,000
                                       ---------
Total                                 $8,753,471
                                      ==========
</TABLE>

NOTE  4  -  PROPERTY  AND  EQUIPMENT

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

<TABLE>
<CAPTION>

<S>                                       <C>
Furniture  and  fixtures                  $ 325,637
Machinery  and  equipment                   969,776
Tooling  -  new  products                    16,790
Vehicles                                     10,110
Demo  vehicles                              192,530
                                           --------
                                          1,514,843
Less accumulated depreciation and
amortization                               (433,706)
                                           --------
    Total                                $1,081,137
                                         ==========
</TABLE>

NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES

LEASES
------

The  Company  leases  space  in  two buildings in Ladson, South Carolina for its
principal executive offices and manufacturing facilities.  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 Company has  84,800 square feet of
space  in  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 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 Consumer Price
Factor  by three to seven percent.  This additional lease of 142,500 square feet
gives  the  Company  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.

EQUIPMENT
---------

On  July 15, 2004 Technical Solutions Group entered into a 60 month option lease
of  $952.71  per  month  with  Gregory  Poole Lift Systems for a new Caterpillar
forklift.

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,  Mr.  Barrett  - $144,000. As part of employment agreements and bonus,
Mr. Thebes was awarded 1,500,000 shares of common stock and 4 Series C shares of
preferred  convertible  stock  and  Mr.  Watts was awarded 20 Series C shares of
preferred  convertible  stock  and  1,000,000  shares of common stock. Executive
officer  compensation  is  subject  to  review  by  the  Board  of  Directors.

Effective  October  26,  2004,  as the new Interim Chief Executive Officer, Gale
Aguilar  will  receive  annual  cash  compensation of $180,000.  Mr. Watts, as a
consultant,  will receive his present monthly salary through a transition period
as  approved  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
per  vehicle  sold based on the Typhoon - Long design he provided, if used.  The
license  agreement  expires  when the Company no longer sells the Typhoon - Long
design.

NOTE  6  -  OTHER  TRANSACTIONS

CAPITAL  STOCK  TRANSACTIONS
----------------------------

During  the  three  months  ended  September  30,  2004,  the  Company issued an
aggregate  of  175,000  restricted  shares  of  common stock for the exercise of
warrants  generating  $17,500.  The  warrants were issued in a private placement
that  closed  on  April  10,  2002.

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  September  30,  2004,  4,650,000 "Green Shoe"
warrants  were  exercised  at  $0.12  generating  $558,000.  The  Company issued
4,650,000  shares  of  common  stock.

During  the  three months ended September 30, 2004, the Company issued 30 shares
of  Series  C  Preferred  Convertible  stock  and  cancelled 1 share of Series B
Preferred  Convertible  stock.  Additionally, the Company cancelled or converted
into  common  stock  20  shares  of  Series  C  Preferred  Convertible  stock.

During  October,  2004 all outstanding shares of  Series C Preferred Convertible
stock  were  either  converted into Series B Preferred Convertible stock or into
shares of  common stock.  In total, 129 shares of Series C Preferred Convertible
stock  were redeemed for 18.5 shares of Series B Preferred Convertible stock and
14,032,200  shares of common stock.  As of November 2, 2004 there were no shares
of  Series  C  Preferred  Convertible stock outstanding. As of November 2, 2004,
there  were  18.5  shares  of  Series B Preferred Convertible stock outstanding.

During  the three months ended September 30, 2004, the Company issued a total of
2,800,000 restricted shares of common stock to one consultant for services to be
rendered  to  the  Company  related  to the discontinued boat business valued at
$120,000  and  two  consultants  for capital raise and internet public relations
valued  at  $280,000.

On  September  14, 2004, the Company issued 75,000 warrants to Jeff Lesonsky for
marketing  consulting  work  performed  at an exercise price of $0.20 per share.
The Company owes an additional 400,000 warrant shares to Jeff Lesonsky valued at
$0.10  per  share  to  expire  December  31,  2004.

NOTE  6  -  DEFERRED  REVENUE

The  Company  recognizes  revenue  upon  formal acceptance by the customer.  The
Company  has  received  progress / performance based payments from the U.S. Army
and  U.S.  Marines.  The  Company  records  these  progress  / performance based
payments as deferred revenue and carries them on the balance sheet as such until
shipment  acceptance.  As  of September 30, 2004, the Company had $6, 354,970 as
deferred revenue resulting from two contracts, one from the U.S. Army (Buffalos)
and  one  from  the  U.S.  Marines  (Cougars)  and $20,000 for the production of
another  vehicle  for  commercial  use.

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

The following discussion and analysis compares our results of operations for the
three  and nine months ended September 30, 2004 to the same period in 2003. This
discussion  and  analysis  should  be  read in conjunction with our consolidated
condensed  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 possible or assumed future results of
operations  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 the
forward-looking  statements  for  many  reasons  including  the  risks described
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 manufacture and distribute vehicles that protect and save lives and property.
Our  subsidiary,  Technical  Solutions  Group,  Inc.  manufactures  and  markets
military  vehicles  that  are  protected  against  landmines,  hostile fire, and
Improvised  Explosive  Devices  (commonly  referred  to  as  roadside bombs). We
believe  our mine and ballistic protection technology is among the most advanced
in  the  world.  The  vehicles  are  manufactured  outside  Charleston,  SC.

CRITICAL  ACCOUNTING  POLICIES

The  Securities  and  Exchange Commission 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, Inc. 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 NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003.

The  following  table  sets  forth  our  consolidated  statements of operations:

<TABLE>
<CAPTION>



<S>                                          <C>                   <C>                  <C>            <C>
                                                            THREE MONTHS ENDED              NINE MONTHS ENDED
                                                               SEPTEMBER 30,                   SEPTEMBER 30,
                                             -----------------------------------------  -----------------------------
                                                            2003                 2004           2003            2004
                                             --------------------  -------------------  -------------  --------------
Revenues. . . . . . . . . . . . . . . . . .  $         2,738,901   $           93,727   $  3,442,035   $   1,752,158
                                             --------------------  -------------------  -------------  --------------
Cost of sales . . . . . . . . . . . . . . .            1,861,614              757,458      2,698,051       2,285,937
                                             --------------------  -------------------  -------------  --------------


Gross Profit (loss) . . . . . . . . . . . .              877,287             (663,732)       743,984        (533,779)
                                             --------------------  -------------------  -------------  --------------
Selling, General & Administration . . . . .              621,930            2,406,902      3,614,378       5,706,937
                                             --------------------  -------------------  -------------  --------------

Total Operating Expenses. . . . . . . . . .              621,930            2,406,902      3,614,378       5,706,937
                                             --------------------  -------------------  -------------  --------------

Income / (loss) from operations . . . . . .              255,357           (3,070,634)    (2,870,394)     (6,240,716)
                                             --------------------  -------------------  -------------  --------------

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

Profit (loss) after Restructuring Expense .              255,357           (3,070,634)    (3,384,893)     (6,240,716)

Other Income/Expense
    Other income. . . . . . . . . . . . . .               16,869                1,608        (28,483)         38,352
    Interest expense. . . . . . . . . . . .              (88,981)            (167,766)      (160,006)       (193,699)
                                             --------------------  -------------------  -------------  --------------
Total other income (expense). . . . . . . .              (72,112)            (166,158)      (188,489)       (155,347)
                                             --------------------  -------------------  -------------  --------------

Net income / (loss) . . . . . . . . . . . .  $           183,246   $       (3,236,792)  $ (3,573,382)  $  (6,396,063)
Basic loss per share. . . . . . . . . . . .               0.0017               (0.020)       (0.0367)         (0.039)
                                             ====================  ===================  =============  ==============

Diluted loss per shares . . . . . . . . . .               0.0012               (0.011)        (0.026)         (0.021)
                                             ====================  ===================  =============  ==============

Weighted average common shares outstanding
   Basic. . . . . . . . . . . . . . . . . .          109,885,783          162,571,326     97,542,491    162,571,3256
                                             ====================  ===================  =============  ==============
   Diluted. . . . . . . . . . . . . . . . .          150,008,346          306,377,195    137,665,054     306,377,195
                                             ====================  ===================  =============  ==============

</TABLE>

OVERVIEW

The  three and nine month periods ended September 30, 2004 we continued the ramp
up  of  our  business and facilities to fulfill  contracts with the U.S. Marines
and  the  U.S. Army valued at an aggregate of approximately twenty million sales
dollars.  As  of  September  30,  2004, we had 134 employees, an increase of 105
employees  from  December  31, 2003.  Additionally, as of September 30, 2004, we
had  16  operational production cells to manufacture our products compared to an
effective  2  cells  at  December  31,  2003.  During the third quarter we spent
$217,817,  and  for  the  first  nine  months of the year, we spent $811,009, on
Research  and  Development to further strengthen our position as leaders in mine
and  blast  protection  worldwide.

REVENUES

Revenues for the three and nine month periods ended September, 2004 were $93,727
and  $1,752,158,  respectively.   Revenues  for the three months ended September
30,  2004 decreased by $2,654,174 compared to the same period in 2003.  Revenues
for the nine month period ended September 30, 2004 decreased $1,689,877 compared
to the same period in 2003.   The decrease in revenues during the three and nine
month  periods  was  due  to  the  timing  of  awarded contracts and vendor part
delivery  schedules.  Revenues  in  the  third  quarter  of  2004  were  derived
primarily from the shipment of spare parts for our products.  Shipments for both
the  U.S.  Army  and  U.S.  Marines contracts began in October 2004.   Our sales
backlog  was  $19,999,000  at  September  30,  2004.

COST  OF  SALES

Cost of sales for the three and nine month periods ended September 30, 2004 were
$757,458 and $2,285,937, respectively.  Cost of sales for the three months ended
September  30,  2004 compared to the same period in 2003 decreased by $1,104,156
as  a  result  of  the  decrease  in revenues.  Cost of sales for the nine month
period ended September 30, 2004 compared to the same period in 2003 decreased by
$412,114.  Cost  of  sales  was 808.2% of sales for the three month period ended
September  30,  2004 compared to 68% for the same period in 2003.  Cost of sales
was  130.5% of sales for the nine month period ended September 30, 2004 compared
to  78.4%  for the same period in 2003.  Manufacturing costs have increased as a
percentage  of  sales because, in 2004, most revenues were derived from the sale
of  spare  parts which have a higher cost of goods.  Additionally, manufacturing
costs  increased  substantially as we increased spending in Engineering, Quality
Control  and  Integrated  logistics  Support  (  ILS)  to  begin to fulfill  two
government  contracts.   Indirect cost accounted for 92.7% of Cost Of Goods Sold
during  the  quarter  ended  September  30,  2004.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

Selling, General and Administrative expenses for the three and nine months ended
September 30, 2004 were $2,406,902 and $5,706,937, respectively.  As compared to
the three and nine months periods ended September 30, 2003, Selling, General and
Administrative  expenses  increased  $1,784,972  and  $2,092,559,  respectively.
Incremental  Research  &  Development  expenditures of $217,817 during the third
quarter of 2004 increased as compared to the moderate pace in the second quarter
as  we  added new projects and we completed phase 1 of the rapid production ramp
to  satisfy our two new contracts. For the nine months ended September 30, 2004,
excluding Research & Development expenditures, Selling, General & Administrative
spending,  normalized,  was $4,895,927 or 135% of the 2003 run rate. We incurred
and  accrued  an  incremental  $703,215  of  bonus and commissions paid in stock
compensation.  Fringe  expense has risen due to the increase in headcount of 105
people since the start of the year.  During the quarter, we incurred $176,666 of
investor  relations  cost.  A  majority  of this was associated with $42,000 for
marketing  communications and $135,000 for fees associated with raising capital.
We  incurred  $287,500  corporate consulting fees for two consultants, TGR Group
LLC  (  $160,000)  for  Internet  Public  relations and Robert Gayson ($120,000)
associated with the Sonic Jet boat business which was discontinued during fiscal
year  2003.  Actual  marketing  expenses  during  the third quarter of 2004 were
$23,399  higher  than  normal  due  to  conferences  and  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.

OTHER  INCOME  /  EXPENSE

Other  Income  / Expense for the three and nine months ended September 30, 2004,
was  ($166,158)  and  ($155,347),  respectively.  For  the  three  months ended
September  30,  2004, we settled inactive accounts payable of $51,931 and earned
interest  income  of  $1,608.  The  interest  expense for the three months ended
September 30, 2004 of $167,766 consisted of bank charges of $1,671 and factoring
and  loan  interest  of  $165,541.  Interest  expense  for the nine months ended
September  30,  2004  was  $193,699  consisting  of  $185,451 factoring and loan
interest  charges  and  $7,247  of  other  bank charges and $1,000 of penalties.

NET  INCOME  /  LOSS

Net  Loss  for  three  months  ended  September  30,  2004  was $3,236,792 which
increased $3,420,038 as compared to the September 30, 2003 gain of $183,246. For
the nine months ended September 30, 2004 the net loss was $6,396,063 an increase
of  $2,822,681  as  compared  to  the net loss of $3,573,382 for the nine months
ended  September  30,  2003. The increase in net loss is attributed to the third
quarter  production  ramp  up  to  fulfill two government contracts and to build
infrastructure. Our year to date, Research and Development activities, bonus and
commissions,  fund  raising  and  demonstration  expenses  accounted  for  an
incremental $2,683,595 erosion of net income. Excluding these expenses, net loss
would have been $3,712,468, $534,325 higher than the 2003 year to date run rate.

BUSINESS  SEGMENT  ANALYSIS  OF  THE  THREE  MONTHS  ENDED  SEPTEMBER  30, 2004:

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


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

Sales                                  93                         93
Cost of sales                         757                        757
                              ------------ ----------- ----------------

Gross profit                          (664)                     (664)
G.P. %                                 (-)%                      (-)%

Selling General & Administrative     1,581        993           2,574
--------------- -----          ------------ ----------- ----------------

Segment Profit & Loss               (2,245)      (993)         (3,238)
------------- -------          ------------ ----------- ----------------
</TABLE>



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

TRENDS,  RISKS  AND  UNCERTAINTIES

During  the third quarter of 2004 we continued to expand our business operations
to  meet  the increased demand for our products resulting from the orders placed
by the U.S. Army for 21 Buffaloes during the first quarter of 2004 and the order
placed  during  the second quarter by the U.S. Marine Corps for 14 Cougars
(with  a  possible  additional  13  to come).  As part of this expansion, during
2004,  we increased our workforce by approximately 435% and increased the number
of  our  production  "cells"  by  800%.  These infra-structure developments will
facilitate  meeting  our current obligations and will enhance our qualifications
to  bid  on  future  projects.  The  rapid pace of expansion created a number of
challenges  and caused us to be slower than our originally anticipated projected
delivery  schedule  for  the  Buffaloes and the Cougars.  However, we believe we
have  overcome  the  major  hurdles  and  are now in process of completing these
orders according to a revised delivery schedule.  There is always some risk that
an  unforeseen  event  could  interrupt  or  negatively  impact  our  production
operations,  and under our contract with the U.S. Marines liquidated damages can
be  assessed against us for delayed delivery of Cougars, however we believe that
we will be able to complete our current orders according to the revised delivery
schedule.

Overall,  the  expansion of our operations during 2004 has been part of a growth
trend  that  has  carried  us from a cramped facility in the old Charleston Navy
shipyards  with  capacity  to  produce  only  a single vehicle at a time, to our
present  manufacturing  plant  with  more than 200,000 square feet of production
area  and  a  current production capacity of approximately 6-8 vehicles a month.
This  growth  is  consistent with our business plan to position ourselves as the
leading  manufacturer in the United States of blast and mine protected vehicles,
and  we  will  continue  to  take  appropriate  steps  to  achieve  this  goal.

A  major  challenge  facing  us  at  present  is  satisfactory completion of our
existing  orders.  This  is  significant  for  two  reasons;  first,  it  will
demonstrate  our  ability to manufacture vehicles on a "production basis" (i.e.,
multiple  vehicle  sets  built to a consistent specification, and according to a
predictable  schedule)  and thus position us for future orders, possibility on a
substantially  larger scale than we have received to date.  Second, as discussed
above, in accordance with accepted accounting practice, we have treated progress
payments  received  on  our two main contracts as "deferred income", which means
that  even  though  we  have  actually  received  progress  payments  totaling
$6,354,970, the revenue is not stated on our income statement.  As a result, our
financial  results  for  the  nine  month  period ending September 30, 2004 show
revenues  to  date  of  $1,752,158,  and  a  resulting  loss  from operations of
$6,240,716.  When  we complete and deliver the vehicles, we will be able to move
current  deferred  amounts  from  the "deferred revenue" category and book it as
direct  revenue  from  operations.

In  the  past,  we  encountered  some  difficulties  in  securing  the necessary
components  for  our  vehicles, specifically steel and, from time-to-time, truck
chassis.  In  response,  we  have  identified  multiple  vendors  for  certain
components  so  we have alternate sources of supply if necessary.  Additionally,
we  have  implemented  a  program of advance purchasing and stockpiling critical
materials.  For  example,  we currently have pre-purchased steel and truck parts
to  ensure  availability  of  material  needed  for current and potential future
orders.  It  is  also  possible  that,  even  if  we  can continue to source our
necessary raw materials and parts, the price we pay will increase substantially,
negatively  impacting  our  financial  performance.

Apart  from  the  risks  mentioned  above, the main uncertainty about our future
operations  is  whether  we  will  continue to receive additional orders for our
vehicles.  It is impossible to predict with certainty whether such future orders
will  be  placed  by  existing or new customers, however we believe our vehicles
provide proven landmine and blast protection, and that for so long as there is a
risk  of bodily harm to service personnel from such explosive blasts, there will
be  a  market  for  our  products.

On  September  29,  2004  our  Chief  Executive  Officer, Mr. Michael Watts, was
indicted in Federal District Court for the Northern District of California for a
single  count  of  violating  Title  26,  United  States Code Section 7201.  The
government charges arise from events that took place prior to 1997 - well before
Mr.  Watts  become  involved  with  our  company  -  and  are  unrelated  to our
operations.  Although  the legal proceedings against Mr. Watts do not involve us
and do not directly implicate his activities as our Chief Executive Officer, Mr.
Watts  concluded  that  it  was  in  the  best  interests of the Company and its
shareholders  if  he  stepped  aside  pending resolution of the government case.
Accordingly,  on  October  22, 2004 Mr. Watts submitted a letter to the Board of
Directors  indicating that he would step aside from his position on the Board of
Directors  and  as  the Chief Executive Officer.  On October 25, 2004, the Board
named  Gale  Aguilar,  an  existing  Board  member,  to  serve  as Interim Chief
Executive  Officer,  and  on  November  8,  2004 the Board approved a Consulting
Agreement  with  Mr.  Watts  to secure his continuing services as an independent
consultant.   We  believe  the  actions  taken  by  Mr. Watts and the Board have
minimized  the potential impact of the government charges regarding Mr. Watts on
the company and its business and operations.  However, there is always some risk
of  further  developments  having  a  negative  impact  on  the  company.,

GOING  CONCERN

The accompanying consolidated financial statements have been prepared on a going
concern  basis.   During the year ended December 31, 2003, we incurred losses of
$5,321,623  and  our current liabilities exceeded our current assets by $360,652
which raised substantial doubt about our ability to continue as a going concern.
During  the  nine  months  ended  September  30,  2004,  we  incurred  losses of
$6,396,063,  however  current  assets  exceeded current liabilities by $607,218.
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.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  September 30, 2004, our cash and cash equivalents were $548,781 compared
to  $278,777  as  of  December  31,  2003;  $3,210,136  as of March 31, 2004 and
$1,311,687  as of June 30, 2004. Our principal sources of capital have been cash
flow  from  operations,  warrant  exercises,  and  the  sale  of  common  stock.

We  renewed  our  existing  agreement with GC Financial Services for receivables
financing  on July 28, 2004.   Receivables can be factored  2% . We also secured
a  line  of  credit  of  up  to  $4,000,000  at  a  base rate of 4.1% per month.

OPERATING  ACTIVITIES

The  cash  used  by operating activities for the nine months ended September 30,
2004  was  $7,354,052,  as  compared  to  $2,099,849  for  the nine months ended
September  30,  2003.  We  used  cash  primarily  to  fund  existing operations,
purchase  inventory  to manufacture our products for the second half of 2004 for
the  U.S. Marine and U.S. Army contracts and Research and Development for future
products.

INVESTING  ACTIVITIES

Our  capital expenditures for the three months ended March 31, 2004 were $49,955
which  consisted  primarily  of  office  and  manufacturing  equipment.  Capital
expenditures  for  the  three  months  ended  June  30, 2004 were $186,144 which
consisted  primarily of expenditures related to the ramp-up of our manufacturing
facilities.  Capital  expenditures for the three months ended September 30, 2004
were  $539,988  which  related  to  the  support of additional headcount and the
completion  of  the  first phase of the ramp up of our manufacturing facilities.
We  anticipate  that  our capital expenditures during the fourth quarter of 2004
will  increase  significantly  due  to  increased  headcount  and the ramp up of
additional  manufacturing  capacity.

FINANCING  ACTIVITIES

During  the  three  months  ended  September 30, 2004, we issued an aggregate of
175,000  restricted  shares  of  common  stock  for  the  exercise  of  warrants
generating $17,500.  The warrants were issued in a private placement that closed
on  April  10,  2002.

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.

During  the  three  months  ended  September  30,  2004,  4,650,000 "Green Shoe"
warrants  were  exercised  at  $0.12  generating  $558,000.  We issued 4,650,000
shares  of  common  stock.

During  the  nine  months ending September 30, 2004 we repaid $655,134  of notes
payable  and  short/long  term  debts.

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 the 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 began shipping October 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.

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 be
factored  at 2% . We also secured a line of credit of up to $4,000,000 at a base
rate  of  4.1%  per  month.

At  the  present  time,  we are generating sufficient revenue to cover operating
expenses,  but we have had to use our line of credit with GC Financial Services,
Inc.  to  fund  production  inventory  purchases. Based on our current operating
plan,  we  anticipate  that  we  will  need  additional financing to finance our
operations  and  capital expenditures in 2005. 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 month.  However, our line of
credit  with  GC  Financial  Services,  Inc.  and product shipments will provide
enough  cash  for the remainder of the year and into 2005.  Additionally, we may
access  cash  through  our  equity line of credit with Dutchess Private Equities
Fund  after  October  16,  2004.

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 including the cost of raw materials, 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  expenditures.  Potential alternative means for financing may
include  leasing  capital  equipment,  or  obtaining  additional debt, factoring
receivables  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

Inflation generally does not affect how we price our products. However, there is
currently  a  shortage of the type of steel we use in our products. We currently
have  enough  steel  to  manufacture  to  our existing contracts. We continue to
purchase steel anticipating future requirements. If the price of steel increases
significantly,  the  cost of our products could increase. It is unlikely we will
be  able  to  pass on this cost under our current contracts. As a result, if the
cost  of our raw materials increases, our profitability, if any, could decrease.

SUBSIDIARY

As  of  September 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 June 17, 2003, the "CSIR," a statutory council established in accordance with
the  South African Research Council Act 46 of 1988) filed suit in the High Court
of South Africa (Transvaal Provincal Division) against us claiming a balance due
and  owing  under  a  Purchase  Order  for the design and supply of seven TMRP-6
protection  kits  with  a  total  contract  price  of ZAR631,800. As of the date
hereof,  we  have  paid all amounts due under the contract and expect to resolve
the  matter  with  the  CSIR  on  terms  to  include dismissal of the claim with
prejudice.

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.  On  September  14, 2004
the  dismissal  with  prejudice  was  filed.


ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES

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

(a)     During the three months ended September 30, 2004, we issued an aggregate
of  175,000  restricted  shares  of  common  stock  for the exercise of warrants
generating $17,500.  The warrants were issued in a private placement that closed
on  April  10,  2002.
(b)     During the three months ended September 30, 2004, 4,650,000 "Green Shoe"
warrants  were  exercised  at  $0.12  generating  $558,000.  We issued 4,650,000
shares  of  common  stock.
(c)     During  the  period  of  July 1, 2004 to September 30, 2004, we issued a
total  of  2,800,000  restricted  shares  of  common stock to one consultant for
services  to  be  rendered  related  to the discontinued boat business valued at
$120,000  and  two consultants for a capital raise and internet public relations
valued  at  $280,000.
(d)     On  September  14,  2004, we issued 75,000 warrants to Jeff Lesonsky for
marketing consulting work performed at an exercise price of $0.20 per share.  We
owe  an  additional  400,000 warrant shares to Jeff Lesonsky valued at $0.10 per
share  to  expire  December  31,  2004.
(e)     During the three months ended September 30, 2004, we issued 30 shares of
Series C Preferred Convertible stock and cancelled 1 share of Series B Preferred
Convertible stock.  Additionally, we cancelled or converted into common stock 20
shares  of  Series  C  Preferred  Convertible  stock.  During  October, 2004 all
outstanding shares of Series C Preferred Convertible stock were either converted
into  Series  B  Preferred Convertible stock or into shares of common stock.  In
total, 129 shares of Series C Preferred Convertible stock were redeemed for 18.5
shares  of  Series B Preferred Convertible stock and 14,032,200 shares of common
stock.  As  of  November  2,  2004  there  were  no shares of Series C Preferred
Convertible stock outstanding. As of November 2, 2004, there were 18.5 shares of
Series  B  Preferred  Convertible  stock  outstanding.

The  sales  set forth above were undertaken under Rule 506 of Regulation D under
the  Securities  Act  of  1933,  as  amended,  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

Not  Applicable.

ITEM  5.  OTHER  INFORMATION

On  July  7,  2004  we announced Senator Lindsey Graham's visit to the Technical
Solution  Group's  production  facility  on  July  1,  2004.

On  July 7, 2004, our subsidiary Technical Solutions Group, renewed its existing
agreement  with  GC  Financial  Services,  Inc.  for  receivables  financing.

On  July  9,  2004 and September 10, 2004, we conducted shareholder open houses.

On  July  12,  2004,  we  published  our  first  Letter  to  the  Shareholders.

On  July  27,  2004, U.S. Representative Henry Brown and U.S. Representative Jim
DeMint  visited  the  Technical  Solution  Group  facility  in  Ladson,  SC.

On  July  28,  2004,  we  entered into an agreement with Policy Impact Strategic
Communications  to provide media relations, Executive Branch relations and brand
awareness.

On  July  28,  2004, we  announced that Technical Solution Group entered into an
agreement  with GC Financial Services, Inc. for a revolving credit line of up to
four  million  dollars.

On  August  9, 2004, we announced that the defense spending bill signed into law
by  President  Bush included a $4.5 million appropriation for our mine and blast
protected  vehicles.

On July 1, 2004, we announced the appointment of Scott Ervin as General Counsel.
Mr.  Ervin  is  also  the  Chairman  of  the  Board  of  Directors.

On  September  1,  2004,  we  entered  into an Agreement with Landmine Clearance
International  to provide a program of instruction for the U.S. Marine Corps for
the  Cougar  HEV.

ITEM  6.  EXHIBITS

Exhibits  included  or  incorporated  by  reference  herein are set forth in the
attached  Exhibit  Index.

                                   SIGNATURES

In  accordance  with  the  requirements  of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             FORCE PROTECTION, INC.


Dated:  November  15,  2004                        By:  /s/  Gale  Aguilar
                                                   -----------------------
                                                  Gale  Aguilar,
                                                 Interim Chief Executive Officer



Dated:  November  15,  2004                        By:  /s/  Thomas  H.  Thebes
                                                   -----------------------
                                                        Thomas  H.  Thebes,
                                                      Chief  Financial  Officer





                                  EXHIBIT INDEX
NUMBER  DESCRIPTION
-------------------

3.1  Restated  Articles  of  Incorporation  (filed  as  Exhibit  3.1  to  the
     Registrant's  Current  Report  on  Form 8-K filed on September 17, 2004 and
     incorporated  herein  by  reference).

3.2  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  Amended  and  Restated  Certificate of Designation for Series B Convertible
     Preferred  Stock,  dated  September  14,  2004  filed as Exhibit 4.1 to the
     Registrant's  Current  Report  on  Form 8-K filed on September 17, 2004 and
     incorporated  herein  by  reference).

4.2  Amended  and  Restated  Certificate of Designation for Series C Convertible
     Preferred  Stock,  dated  September  14,  2004  filed as Exhibit 4.2 to the
     Registrant's  Current  Report  on  Form 8-K filed on September 17, 2004 and
     incorporated  herein  by  reference).  (filed  as  Exhibit  4.2  to  the
     Registrant's  Quarterly  Report  on Form 10QSB filed on August 13, 2004 and
     incorporated  herein  by  reference).

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).

10.7 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).

10.8 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).

10.9 Employment  Agreement  between  the  Registrant and Thomas Thebes (filed as
     Exhibit  10.10  to the Registrant's Quarterly Report on Form 10QSB filed on
     August  13,  2004  and  incorporated  herein  by  reference).

10.10  Letter  re: Lease Agreement between the Registrant and Aerospace/Defense,
     Inc.,  dated  July  13,  2004  (filed  as Exhibit 10.11 to the Registrant's
     Quarterly  Report  on  Form 10QSB filed on August 13, 2004 and incorporated
     herein  by  reference).

10.11 Industrial Lease between the Registrant and Aerospace/Defense, Inc., dated
     September  2,  2003  (filed  as Exhibit 10.12 to the Registrant's Quarterly
     Report  on  Form  10QSB filed on August 13, 2004 and incorporated herein by
     reference).

10.12  Royalty  Agreement  J.J.  Van  Eck, dated April 1, 2004 (filed as Exhibit
     10.13  to  the  Registrant's Quarterly Report on Form 10QSB filed on August
     13,  2004  and  incorporated  herein  by  reference).

10.13  Contract  between  the  Registrant  and  the U.S. Marines, April 21, 2004
     (filed  as Exhibit 10.14 to the Registrant's Quarterly Report on Form 10QSB
     filed  on  August  13,  2004  and  incorporated  herein  by  reference).

10.14  Term  Sheet between the Registrant and GC Financial Services, Inc., dated
     June  16,  2004

10.15  Employment  Agreement  between  the Registrant and Frank Kavanaugh, dated
     November  15,  2004.

10.16  Employment  Agreement  between  the  Registrant  and Garth Barrett, dated
     August  12,  2004.

10.17  Employment  Agreement  between  the  Registrant  and  Gale Aguilar, dated
     November  8, 2004 (filed as Exhibit 10.1 to the Registrant's Current Report
     on  Form  8-K  filed  on  November  10,  2004  and  incorporated  herein by
     reference).

31.1 Certification  of  the  Interim 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.