U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED  MARCH 31, 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
                                                 --------------

        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par
                                      Value

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 March 31, 2004, the Registrant had 151,454,698 shares of common stock
issued  and  outstanding.

     Transitional Small Business Disclosure Format (check one): Yes --  No    X.
                                                                           ----

<PAGE>
                                TABLE OF CONTENTS

PART  I  -  FINANCIAL  INFORMATION                                    PAGE

     ITEM  1.  FINANCIAL  STATEMENTS

                     REORT  ON  REVIEW  BY  INDEPENDENT
                     CERTIFIED  PUBLIC  ACCOUNTANT                       3

                     CONSOLIDATED  BALANCE  SHEET
                     AS  OF  MARCH  31,  2004                            4

                     CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                      FOR  THE  THREE  MONTHS  ENDED
                     MARCH  31,  2004  AND  MARCH  31,  2003             5

                     CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                            FOR  THE  THREE  MONTHS  ENDED
                            MARCH  31,  2004  AND  MARCH  31,  2003      6

                     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS      7

     ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
               FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS        9

     ITEM  3.  CONTROLS  AND  PROCEDURES                                15

PART  II  -  OTHER  INFORMATION

     ITEM  1.  LEGAL  PROCEEDINGS                                       15

     ITEM  2.  CHANGES  IN  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  AND  REPORTS  ON  FORM  8-K                    17



<PAGE>
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 March 31, 2004 and the related statements of consolidated operations and cash
flows  for  the  three  months  ended  March  31,  2004 and 2003 included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
March  31,  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,
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
March  31,  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
May  14,  2004

                                           3

<TABLE>
<CAPTION>


                                          FORCE PROTECTION
                                     CONSOLIDATED BALANCE SHEET
                                           MARCH 31, 2004
                                             (Unaudited)


<S>                                                                                    <C>

ASSETS
Current Assets
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  3,210,137
   Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       148,888
   Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        50,409
   Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       196,599
                                                                                       -------------
       Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,606,032

   Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .       263,824
                                                                                       -------------


Other Assets
--------------
   Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0
   Fixed Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       359,023
                                                                                       -------------


             Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  3,965,056
                                                                                       -------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,033,013
   Accrued payroll taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        18,514
   Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0
   Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        82,260
                                                                                       -------------
   General reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       180,234
                                                                                       -------------
   Loans payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        59,304
       Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,373,325
                                                                                       -------------


Long term  liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       138,404
                                                                                       -------------
Subordinated notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0
                                                                                       -------------

Shareholder's Equity:
   Common, no par value, 300,000,000 authorized, issued and  outstanding 151,454,698.    20,780,074
                                                                                       -------------
   Preferred, no par value
     Series B convertible preferred  (10 shares issued and outstanding) . . . . . . .        25,000
     Series C convertible preferred (115 shares issued and outstanding) . . . . . . .     1,230,000
   Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (22,900,444)
   Additional Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,317,197
   Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,500
   Shareholder's equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,453,327
                                                                                       -------------
              Total Liabilities and Shareholders' Equity. . . . . . . . . . . . . . .  $  3,965,056
                                                                                       =============

The accompanying notes are an integral part of these financial statements
</TABLE>
                                           4

<TABLE>
<CAPTION>


                                                     FORCE PROTECTION
                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (Unaudited)


<S>                                                                                     <C>               <C>

                                                                                        Three Months      Three Months
                                                                                        Ended             Ended
                                                                                        March 31, 2003    March 31, 2004
                                                                                        ----------------  ---------------


Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        96,349        1,642,853

Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          231,753        1,232,037
                                                                                        ----------------  ---------------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (135,404)         410,816
                                                                                        ----------------  ---------------
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . .        1,648,528        1,603,953
                                                                                        ----------------  ---------------
Profit (loss) from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (1,783,932)      (1,193,136)
                                                                                        ----------------  ---------------
Other income(expense)
    Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           14,458           37,012
    Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (14,195)         (40,314)
Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              263           (3,303)
                                                                                        ----------------  ---------------
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    (1,783,669)      (1,196,439)
                                                                                        ================  ===============
Basic loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (0.02)          (0.008)
                                                                                        ================  ===============
Diluted loss per shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (0.02)          (0.005)
                                                                                        ================  ===============
Weighted average common shares outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       78,152,071      144,161,083
                                                                                        ================  ===============
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       99,784,564      233,495,731
                                                                                        ================  ===============
* Taken from the weighted average common shares outstanding as at the end of 03/31/03





The accompanying notes are an integral part of these financial statements
</TABLE>
                                           5

<TABLE>
<CAPTION>


                                                   FORCE PROTECTION
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (Unaudited)


<S>                                                                        <C>                   <C>
                                                                           Three Months Ended    Three Months Ended
                                                                           March 31, 2003        March 31, 2004
                                                                           --------------------  --------------------
Cash Flows From Operating Activities:
  Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (1,783,669)  $        (1,191,454)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization. . . . . . . . . . . . . . . . . . . . .               77,159                 31478
   Common stock issued for services . . . . . . . . . . . . . . . . . . .            1,004,617
   Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (4,039)
   Royalty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               15,000
   Changes in assets and liabilities:
     (Increase) in accounts receivable. . . . . . . . . . . . . . . . . .               25,532                (3,956)
     (Increase) in inventories. . . . . . . . . . . . . . . . . . . . . .           (2,128,674)              630,738
     (Increase) Decrease in other assets. . . . . . . . . . . . . . . . .               (9,155)               20,212
     (Decrease) Increase in accounts payable. . . . . . . . . . . . . . .              301,299               317,947
     (Decrease) Increase in payroll liabilities . . . . . . . . . . . . .              (13,251)                4,688
     (Decrease) Increase in accrued expenses &deferred revenue. . . . . .            1,415,294              (233,234)
                                                                           --------------------  --------------------
         Total adjustments. . . . . . . . . . . . . . . . . . . . . . . .             (683,782)              767,873
                                                                           --------------------  --------------------
           Net Cash Used in Operating Activities. . . . . . . . . . . . .           (1,099,887)             (423,581)
                                                                           --------------------  --------------------

Cash Flow From Investing Activities:
  Purchase of equipment . . . . . . . . . . . . . . . . . . . . . . . . .               (4,460)              (49,955)
                                                                           --------------------  --------------------
  Proceeds from sale of property and equipment
           Net Cash Provided By Investing Activities. . . . . . . . . . .               (4,460)              (49,955)
                                                                           --------------------  --------------------
Cash Flow From Financing Activities:
  Proceeds from issuance of common stock. . . . . . . . . . . . . . . . .              977,230               216,000
  Proceeds from convertible preferred stock . . . . . . . . . . . . . . .              (20,000)              (28,000)
  Short-term debts. . . . . . . . . . . . . . . . . . . . . . . . . . . .              513,526              (527,500)
  Payments from capitalized lease obligations
  Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . .               (6,653)
  Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (3,000)              (14,376)
  Additional Paid -in - Capital                                                                            3,758,772
                                                                           --------------------  --------------------
           Net Cash Provided By Financing Activities. . . . . . . . . . .            1,461,103               469,528
                                                                           --------------------  --------------------

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

Increase in Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              356,756             2,931,360

Beginning Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . .              144,476               278,777
                                                                           --------------------  --------------------
Ending Balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           501,232   $         3,210,137
                                                                           ====================  ====================
Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            14,746   $            40,314
                                                                           ====================  ====================
Income Tax Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -                     -
                                                                           ====================  ====================
The accompanying notes are an integral part of these financial statements
</TABLE>
                                           6

                                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
March  31,  2004,  and  the  results  of operations and cash flows for the three
months  ended  March  31,  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  March  31,  2004  consisted  of  the  following:



     Raw  materials  and  supplies         $    4,420
     Work  in  process                        139,478
     Finished  goods                           52,701
     Less  provision                                0
                                            ---------
     Total                                 $  196,599
                                           ==========

NOTE  4  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  March  31,  2004  consisted  of  the  following:

     Furniture  and  fixtures                  $  92,209
     Machinery  and  equipment                   316,990
     Tooling  -  new  products                   104,797
     Vehicles                                        500
     Demo  vehicles                              192,530
                                                --------
                                                 707,026
     Less accumulated depreciation and
     amortization                               (348,003)
                                                 --------
          Total                               $  359,023
                                               ==========

NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES

Lease
-----

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

Technical  Solutions Group, Inc. has a long-term lease of five years giving it a
stable  base  for  future planning. The term of the lease is five years starting
October  15,  2003,  with  an option to renew for another five years.  The space
substantially  increases the Company's ability to qualify for and fulfill larger
contracts  for  its  mine-protected  vehicles.  Annual  rent is $215,000 for the
first  year  plus utilities, taxes and maintenance, and $258,000 base rental for
the  next  four  years.

                                           7

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 -
$95,000,  plus  an  allowance  of  $1,500,  Mr.  Watts  $180,000 plus an expense
allowance, Mr. Barrett - $120,000.  Executive officer compensation is subject to
review  on  a  periodic  basis  by  the  Board  of  Directors.

Sonic  Jet  Performance,  Inc.  entered into an employment agreement with Walter
Wright  on  April  1,  2003.  Mr.  Wright  functions  as  the Company's investor
relations coordinator and is paid  an  annual  salary  of  $60,000. Mr. Wright's
employment  agreement  will  expire  on  July,  31,  2004.

 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 March 31, 2004, the Company issued an aggregate of
8,217,500  restricted  shares  of  its common stock for the exercise of warrants
generating  $743,750  per  a  private  placement  offering dated April 10, 2002.

During  the  period  of February 1, 2004 to March 31, 2004, the Company issued a
total  of  600,185  restricted  shares  of  common  stock to two consultants for
services  to  be  rendered  to  the  Company.

During  the  three  months  ended March 31, 2004, the Company issued 25 Series C
preferred  shares  in  exchange  for  settlement  of  long-term debt - $250,000,
finalizing  May  7,  2004.

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 March 31, 2004, 15 shares of Series C preferred
stock were converted into common stock and 225,000 common shares were cancelled.

                                           8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

The  following  discussion  should  be  read  in  conjunction with our financial
statements  and  the  notes  thereto  contained  elsewhere  in  this  report.

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.

                                           9

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  Ended  March  31,  2004  and  2003.

The  following  table  sets  forth  our  consolidated  statements of operations:

                                           10

<TABLE>
<CAPTION>



<S>                               <C>            <C>
                                  THREE MONTHS ENDED MARCH 31,
                                       2003         2004
                                 -------------   -------------

Sales                                 $96,349      $1,642,853
Cost of sales                         231,753       1,232,037
Gross profit (loss)                  (135,404)        410,816

Selling, general and administrative 1,648,527       1,603,953
Income/(Loss) from operations      (1,783,932)     (1,193,136)
                                   -----------     ------------

Interest expenses                     (14,195)        (40,314)
Other income                           14,458          37,012
                                    ----------     -----------
     Total other income (expense)         263          (3,303)
                                    ----------     -----------

Net income/(loss)                 $(1,783,669)    $(1,196,439)
                                  ------------    -----------

Basic loss per share                   $(0.02)   $   (0.008)
Diluted loss per share                 $(0.02)   $   (0.005)


Weighted-average common shares
Basic                               78,152,071    144,161,083
Diluted                             99,784,564    233,495,731
</TABLE>

Net  sales  for  the  three  months  period  ended  March  31, 2004 increased by
$1,546,504  or 16.1 times 2003 sales compared to three months period ended March
31,  2003.  Sales  during  the first quarter of 2004 were strongly influenced by
2003  orders  finalized  during the quarter. Final shipment of the first Buffalo
order  and  spares  attributed  to  the  increase  in  sales.

Cost  of  sales for 2004 was $1,232,037, or 74.99% of  sales, compared to 240.6%
of  sales  in  2003.   During  the  first  quarter of 2003, manufacturing period
costs  were  high  in  comparison  to  sales due to the start up of a government
contract.  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.

Selling,  General  and  Administrative  expenses  for 2004 decreased slightly by
$44,575  to  $1,603,953 compared to $ 1,648,528 for 2003. Incremental Research &
Development  expenditures  of  $501,850  during  the  first  quarter  of 2004 as
compared  to $0 during 2003 attributed to the relative flat spending between the
two  periods.  Excluding Research & Development expenditures, Selling, General &
Administrative  spending,  normalized  was  $1,102,103  or 66.8% of the 2003 run
rate.  Actual  marketing  expenses increased by $62,847 during the first quarter
of  2004,  due  to increased potential customer presentations.  During the first
quarter  of  2004  we  incurred $300,000 of commission fees on the $3,000,000 of
raised  capital.

During  the  quarter  ended  March 31, 2004, other income was $36,021.  Inactive
accounts  payable  of  $29,048  were  settled and an overstated Notes payable of
$6,861 was corrected.  We earned $1,103 interest income.   Bank charges of $708,
Loan  interest  of  $610  and  factoring  expenses  of $37,701 accounted for the
majority  of  the  $40,  314  of  interest  expense  for  the  quarter.

Net  Loss  for three months ended March 31, 2004 was $1,196,436, which decreased
by  $587,230  from  $1,783,669  during  the  three months period ended March 31,
2003.  The  decrease  is  attributed  to  cost control and the discontinued boat
operations.  Research  &  Development activities, fund raising and demonstration
expenses  accounted for an incremental $864,697 erosion of net income. Excluding
these  expenses,  net  loss  would  have  been  $331,742.

                                           11

     Business  segment  analysis  of  the  three  months  ended  March 31, 2004:

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

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

Sales                               1,679                      1,679
Cost of sales                       1,232                      1.232
                              ------------ ----------- ----------------

Gross profit                          411                        411
G.P. %                                24.4%                      24.4%

SG&A                                1,077        527           1,604
--------------- -----          ------------ ----------- ----------------

Segment P&L                          (669)      (527)          1,196
------------- -------          ------------ ----------- ----------------
</TABLE>

Mine  and  blast  protected  vehicles  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  quarter  ended  March  31,  2004, we incurred losses of $1,196,439,
however  current  assets  exceeded  current  liabilities  by  $2,253,207.

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  March  31,  2004, cash and cash equivalents were $ 3,210,136 compared to
$271,293  as  of  December 31, 2003.  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 year ended March 31, 2004 was
$423,581,  as  compared  to $1,099,887 for the quarter ended March 31, 2003. The
cash  used  can be  attributable primarily to funding ongoing operations and the
development of the Typhoon - Long. The large decrease is primarily the result of
a  reduction  in  inventory  of  $630,738.

                                           12

Investing  Activities

Our capital expenditures for the three months ended March 31, 2004 were $49,955,
related  to  investments  in office and manufacturing equipment.  We  anticipate
that  our  capital  expenditures  during 2004 will increase significantly 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 $3,000,000 from the sale of common stock. Commission
expense  and  fees  totaled  $330,000,  generating  net  proceeds of $2,670,000.

During  the  three  months  period  ended  March  31, 2004, we received $743,750
through  the  exercise  of  warrants  that were originally issued pursuant to an
addendum  to  the  private  placement memorandum dated April 10, 2002. $0.01 and
$0.10  warrants  were exercised yielding $543,750. $0.20 warrants were exercised
yielding  $200,000.

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
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.  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.

                                           13

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 8
months.

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.

Forward  Looking  Statements

This  report,  including  the  foregoing Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations,  contains  forward-looking
statements,  including  statements  regarding,  among  other items, our business
strategies, continued growth in our markets, projections, and anticipated trends
in  our  business  and  the  industry in which we operate.  The words "believe,"
"expect,"  "anticipate,"  "intends,"  "forecast,"  "project,"  and  similar
expressions  identify  forward-looking  statements.  These  forward-looking
statements  are based largely on our expectations and are subject to a number of
risks  and  uncertainties,  certain of which are beyond our control.  We caution
that  these  statements  are  further  qualified by important factors that could
cause  actual  results  to  differ  materially from those in the forward-looking
statements,  including, among others, the following: reduced or lack of increase
in demand for our products, competitive pricing pressures, changes in the market
price  of ingredients used in our products and the level of expenses incurred in
or  operations.  In  light of these risks and uncertainties, the forward-looking
information  contained herein may not in fact transpire or prove to be accurate.
We do not intend to update any forward-looking statements, except as required by
law.

                                           14

ITEM  3.  CONTROLS  AND  PROCEDURES

We  have  established  disclosure  controls  and  procedures  to  ensure  that
material  information  relating to us, including our consolidated subsidiary, is
made  known  to  the  officers  who  certify  our financial reports and to other
members  of  senior  management  and  the  Board  of  Directors.

      9(a)  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.

      9(b)  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 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.  We have
filed  an  answer  denying  these  allegations,  and  on  July  28, 2003 filed a
cross-complaint  against  Mr.  Mardikian  and Mardikian Marine Design.  While we
believe  that  the  matter will be resolved in our favor, this case is scheduled
for  mediation  on  June 2, 2004 and we can not predict an outcome at this time.
If  we  receive  an  unfavorable  ruling,  there  is a possibility of a material
adverse  impact  of  money  damages  on  our  financial  condition,  results  of
operations,  or  liquidity  of  the period in which the ruling occurs, or future
periods.

In  July  2003, Peggy Gonzales and Edward Huerta filed a claim against us in the
Cameron  County  District  Court  in  Brownsville, Texas. The claim relates to a
vortex  boat purchased by the plaintiff and alleges vessel defects. The claim is
for unquantified damages. While this case is still in the early stages and it is
difficult  to  predict  the  outcome,  we  currently  believe the matter will be
resolved  with  no  material  impact  on  our business or results of operations.

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  is  currently  seeking a $1,000 fine in connection with this matter.
We  believe this matter will be resolved with no material impact on our business
or  results  of  operations.

                                           15

We  have  received  communications  from  the  Rhode  Island Securities Division
pertaining to an alleged sale of our securities in Rhode Island by an unlicensed
broker-dealer  and  unlicensed  agent.  We  believe this matter will be resolved
with  no  material  impact  on  our  business  or  results  of  operations.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

We  sold  the  following unregistered (restricted) securities during the quarter
ended  March  31,  2004:

     (a)  From  January  1,  2004  through  March 31, 2004, we issued a total of
8,217,500  shares  of  common  stock  to exercise warrants, valued at a total of
$743,750.4  (average  of  $0.0905  per  share).

     (b)  On  March  18,  2004, we issued a total of 15,000,000 shares of common
stock to six investors in connection with a private placement, valued at a total
of  $3,000,000  ($0.20  per  share).

     (c)  On  February  28,  2004, we issued a total of 100,185 shares of common
stock,  valued at $12,022 to one consultant as compensation. March 10, 2003, the
Company  issued  a total of 500,0000 shares of common stock to one consultant as
compensation  in such capacity, valued at a total of $100,000 ($0.20 per share).

     The  sales  set  forth above were undertaken under Rule 506 of 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
                                           16

ITEM  5.  OTHER  INFORMATION

During  the  first  quarter, we announced the appointments of Michael Aldrich as
Vice  President-Sales and Murray Hammock as Vice President - Project Management.

On  March 31, 2004 we announced  that our subsidiary, Technical Solutions Group,
subsidiary  signed  a  non-exclusive  agreement with U.S. Marketing Group LLC to
develop  a  commercial  U.S.  distribution channel for its Lion, a ballistic and
blast  protected  vehicle  with the protection necessary to deter carjacking and
able  to  resist  most  threats that might be experienced in the United States -
including  small  arms  fire  and  homemade  explosives  or  bombs.

On  April 23, 2004, we announced that our subsidiary, Technical Solutions Group,
was  awarded a contract to manufacture and deliver up to 27 Cougar type mine and
ballistic  protected vehicles. 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.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibits

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

Reports  on  Form  8-K

On  March  26,  2004,  we  filed  a  report  on  Form  8-K regarding our private
placement.


                                           17

<PAGE>
                                    SIGNATURE

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

     Force  Protection,  Inc.


Dated:  May  17,  2004                        By:  /s/  Thomas  H.  Thebes
                                                   -----------------------
                                                        Thomas  H.  Thebes,
                                                      Chief  Financial  Officer



                                  EXHIBIT INDEX

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

3.1  Articles of Incorporation for the Registrant (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 the Registrant dated
     December  24, 1996 (filed as Exhibit 3.2 to the Registrant's Report on Form
     10-KSB  filed  on  March  15,  2002  and incorporated herein by reference).

3.3  Articles  of  Amendment to the Articles of Incorporation for the Registrant
     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).

3.4  Articles  of  Amendment to the Articles of Incorporation for the Registrant
     (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).

3.5  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  Amendment  to  the  Certificate  of  Designation  for  Series B Convertible
     Preferred  Stock  dated  December  20,  2002  (filed as Exhibit 10.7 to the
     Registrant's  Report on Form 10-KSB/A filed April 21, 2003 and incorporated
     herein  by  reference).

4.2  Amendment  to  the  Certificate  of  Designation  for  Series C Convertible
     Preferred  Stock  dated  November  14,  2002  (filed as Exhibit 10.1 to the
     Registrant's Report on Form 10-QSB filed November 18, 2002 and incorporated
     herein  by  reference).

4.3  Amendment  to  the  Certificate  of  Designation  for  Series B Convertible
     Preferred  Stock  (filed  as Exhibit 10.4 to the Registrant's SB-2 filed on
     February  11,  2004  and  incorporated  herein  by  reference).

4.4  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).

4.5  Certificate  of Designation for Series B Convertible Preferred Stock (filed
     as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed January
     7,  2002  and  incorporated  herein  by  reference).

4.6  Certificate  of Designation for Series C Convertible Preferred Stock (filed
     as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed January
     7,  2002  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 Report on Form 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 10.1 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 14(c) filed June 30, 2000 and incorporated
     herein  by  reference).

10.9 Series  B  Convertible  Preferred  Stock  Purchase  Agreement  between  the
     Registrant  and  Ashford  Capital,  LLC  dated  December 27, 2001 (filed as
     Exhibit  10.1  to the Registrant's Current Report on Form 8-K on January 7,
     2002  and  incorporated  herein  by  reference).

10.10  Series  C  Convertible  Preferred  Stock Purchase Agreement between eFund
     Capital  Partners, LLC, and the Registrant dated December 27, 2001(filed as
     Exhibit  10.2  to the Registrant's Current Report on Form 8-K on January 7,
     2002  and  incorporated  herein  by  reference).

10.11  Modification  of  Business  Asset Sale, License Agreement & Assignment of
     Rights  between  the  Registrant  and  Rockwell  Power Systems, Inc., dated
     September  15,  2003. (filed as Exhibit 2.3 to the Registrant's Form 10-QSB
     filed  on  November  18,  2003  and  incorporated  herein  by  reference).

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.