U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                  -------------

          {X} ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

                                       or

        { } TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             For the transition period from 01-01-2003 to 12-31-2003

                         Commission File Number 0-22273

                             FORCE PROTECTION, INC.

                 (Name of small business issuer in its charter)


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

                9801 Highway 78, Building No. 3, Ladson, SC 29456
               (Address of principal executive offices) (Zip Code)

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

       Securities registered pursuant to Section 12(g) of the Act: Common
                        Stock, par value $.0001 per share

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  registrant  was  required  to  file  such  reports),  and
(2)  has  been subject to such filing requirements for the past 90 days. Yes {X}
No  {  }

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  {  }

Issuer's  revenues  for  fiscal  year  ending  December  31,  2003 - $6,247,285.

The aggregate market value of the voting Common Stock held by non- affiliates of
the  issuer  was  approximately  $3,483,764  (computed  using the 49,768,057 non
affiliate shares outstanding at closing price of $0.07 per share of Common Stock
on  December  31,  2003  as  reported  by  the Over the Counter Bulletin Board).

As  of  December  31,2003,the  issuer  had  122,280,238  shares  of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of the issuer's Proxy Statement prepared in connection with the Annual
Meeting of Stockholders to be held in 2004 are incorporated by reference in Part
III  of  this  Form  10-KSB.

Transitional  Small  Business  Disclosure  Format  (check one): Yes { } No { X }

                             FORCE PROTECTION, INC.

                                   FORM 10-KSB


                                TABLE OF CONTENTS

                                                                           Page

Forward-Looking Statements                                                    4

                                     Part I

Item 1.  Description of Business                                              4
Item 2.  Description of Property                                             12
Item 3.  Legal Proceedings                                                   12
Item 4.  Submission of Matters to a Vote of Security Holders                 12

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters            13
Item 6.  Selected Financial Data                                             18
Item 7.  Management's Discussion and Analysis or Plan of Operation           18
Item 7B. Risk Factors                                                        22
Item 8.  Financial Statements                                                29

         Management Report
         "Independent Auditors" Report
         Statement of Consolidated Operations
         Statement of Consolidated Financial Position (Balance Sheet)
         Statement of Consolidated Cash Flows
         Statement of Shareholders' Equity
         Statement of Consolidated Comprehensive Income (Loss)
         Notes to the Consolidated Financial Statements                      39
Item 9.  Changes In and Disagreements With Accountants on
              Accounting and Financial Disclosure                            48
Item 9A. Control and Procedures                                              48

                                    Part III

Item 10.  Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a) of the Exchange Act         49
Item 11. Executive Compensation                                              52
Item 12. Security Ownership of Certain Beneficial Owners and
         Management                                                          54
Item 13. Certain Relationships and Related Transactions                      55

                                    Part IV

Signatures                                                                   58

Item 14. Exhibits and Reports on Form 8-K                                    61

FORWARD-LOOKING STATEMENTS

Certain  statements  in  this  Form 10-K are forward-looking statements that are
based on current expectations, estimates, forecast and projections about us, our
future  performance,  the  industries  in  which we operate, our beliefs and our
managements  assumptions.  In  addition,  other  written or oral statements that
constitute forward- looking statements may be made by us or on our behalf. Words
such  as  "expects,"  "anticipates,"  "targets," "goals," "projects," "intends,"
"plans,"  "believes," "seeks," "estimates," variations of such words and similar
expressions  are  intended  to  identify  such forward-looking statements. These
forward-looking  statements  are  found at various places throughout this report
and  in the documents incorporated herein by reference. These statements are not
guarantees  of  future  performance and involve certain risks, uncertainties and
assumptions that are difficult to assess. Therefore, actual outcomes and results
may  differ  materially  from  what  is  expressed  or  forecasted  in  such
forward-looking  statements. These risk and uncertainties include the failure of
the  vehicle  protection  market  to  improve  or  to  improve  at  the  pace we
anticipate;  continued  net  losses  and  negative  operating cash flow that may
affect  our ability to satisfy our cash requirements; our ability to realize the
benefits  we  expect from our strategic direction and restructuring program; our
ability  to  secure  additional sources of funds on reasonable terms; our credit
ratings; our ability to compete effectively; our reliance on a limited number of
key  customers;  our exposure to the credit risk of our vendors; our reliance on
third  parties  to  manufacture  some  of our components and parts; the cost and
other  risks  inherent  in our long-term sales agreements; our product portfolio
and  the  ability  to keep pace with technological advances in our industry; the
complexity  of  our  products;  our ability to retain and recruit key personnel;
existing and future litigation; our ability to protect our intellectual property
rights  and  the  expenses  we  may  incur  in defending such rights; changes in
environmental  health  and  safety  law;  changes  to  existing  regulations  or
technical standards; and the social, political and economic risks of our foreign
operations.  For a more detailed list of risks and uncertainties please refer to
"  Risk Factors". Except as required under federal securities laws and the rules
and regulations of the SEC, we do not have any intention or obligation to update
publicly any forward-looking statements, whether as a result of new information,
future  events,  changes  in  assumptions  or  otherwise.

                                     PART I

ITEM  1  BUSINESS

Overview:  Force  Protection,  Inc.

Force  Protection,  Inc. incorporated in the State of Colorado in November 1996.
Our  wholly-owned  subsidiary,  Technical  Solutions Group, Inc. incorporated in
Nevada  in  1997.  We  acquired  Technical  Solutions  Group, Inc. in July 2002.
Through  our  subsidiary, Technical Solutions Group; Inc. we design, manufacture
and  market  mine  protected  vehicles  that are protected against landmines and
hostile  fire.  These  products  are  designed  to  protect  and save lives. The
mine-protected  vehicles  used by military organizations domestically and abroad
are  typically  used  for  transportation,  de-mining, and special applications.

Our  principal  executive  offices  are  located at 9801 Highway 78, #3, Ladson,
South  Carolina  29456.  Our  telephone  number  is (843) 740- 7015. Our website
address is www.forceprotectioninc.com. Information contained on our website does
not  constitute  part  of  this  report  and our address should not be used as a
hyperlink  to  our  website.

We  are  an  Over-the-Counter  company,  publicly traded on the Over the Counter
Bulletin  Board  under  the  ticker  symbol  "FRCP.OB."

DETAILS:

Force  Protection,  formally Sonic Jet Performance, Inc. (the "Company) designs,
manufactures  and  markets  mine  protected  vehicles.  The  products  combine
innovative designs with power, safety, handling and stability to create vehicles
designed  to protect and save lives. Force Protection, Inc. is a publicly traded
company,  which  trades  on  the  Over-the-  Counter  Bulletin Board, ( National
Quotation  Service  under  the  ticker  symbol  "FRCP.OB").

The  Company  is headquartered in Ladson, South Carolina and is comprised of one
business  division  and  a  corporate  group. The operating division is the Mine
Protected  Vehicles  division,  ("TSG"),  which  is  located  in  Ladson,  South
Carolina.

-  TSG  designs, manufactures and markets mine-protected vehicles (collectively,
the  "MPVs"  or  "Vehicles")  used  by  police,  and  military  organizations
domestically  and  abroad  for  transportation,  de-  mining,  and  special
applications.

During  2003  the  company  , the Company shifted its primary focus to producing
mine  clearing  and  protection  vehicles  with  its  Acquisition  of  Technical
Solutions  Group  Inc.

Force  Protection  (collectively  the "Company") conducts operations through its
facility almost exclusively in the United States, with some operations conducted
in  South  Africa  and  England.

The  Company  has dedicated its efforts to producing the finest mission-specific
vehicles  for  fire, rescue, law enforcement, military, and government agencies.
The  Company  is  a  complete  design-to-manufacturing  organization.

The Company plans to become the leading proprietary designer and manufacturer of
mission-specific  specialty  vehicles  -  delivered  at  a  superior
cost-versus-performance  ratio  to  competitive  products.

HISTORY:

We  organized  under  the  laws of the State of Colorado, having been originally
incorporated  in  November 1996, as Boulder Capital Opportunities III. Effective
June  30,  1998, we acquired all assets and assumed all liabilities of Sonic Jet
Performance,  LLC,  a  California  limited  liability company in the business of
producing  and  marketing  recreational  boats, jet boats, trailers, and related
accessories.  On November 4, 1998, we changed our name to Sonic Jet Performance,
Inc.  In 2000, and 2001 the Company emphasized recreational boats, and generated
gross  revenues  of  approximately  one  million  dollars  ($1,000,000)  while
sustaining  operating losses. As part of the shift in 2002 to focus primarily on
Commercial  Boats,  the  Company relocated its corporate headquarters, assembly,
and  prototyping  facility  to  Stanton,  California  and  a storage facility in
Riverside,  California.

In  July  of  2002 the Company acquired all of the shares of Technical Solutions
Group  (TSG),  a development stage manufacturer of Mine Protected Vehicles based
in  Charleston,  South  Carolina.  The  shares  are  held  in  a subsidiary, TSG
International,  a  Nevada  Corporation established in 2002 and controlled by the
Company. TSG was originally formed 1997 to supply specialty vehicles to military
and  law  enforcement  agencies  worldwide.  The  vehicles are used to transport
personnel  in hostile areas that may include landmines, and to locate and remove
landmines.  The  Company's  primary products are Mine Protected and Armored Land
Vehicles  produced,  during  2002,  in  85,000  square  feet of office and heavy
manufacturing  space  on  the grounds of the former Navy Shipyard in Charleston,
South  Carolina.

In July of 2003 we determined that our limited resources would be better focused
on  TSG  and  began the process of moving our headquarters to South Carolina and
realizing the most value for our existing watercraft business. From July through
September  we  negotiated  and  finalized  an  agreement with investors that was
consummated in October of 2003 to sell certain assets related to our Fire Rescue
Boat  Business.

In  August  of 2003 we changed our name to Force Protection, Inc. to reflect our
focus  on  Mine  Protected Vehicles. We now own 100% of our subsidiary Technical
Solutions Group and are focused on our primary products which are Mine Protected
and  Armored  Land  Vehicles produced in 86,000 square feet of office, and heavy
manufacturing  space  in  Ladson,  South  Carolina.

LEASES:

On  October  10,  2003, TSG entered into a lease agreement with Intertech Group,
Inc.  to  lease 86,000 square feet of manufacturing and administrative space and
transfer  the  Company's  executive  offices  at the end of October, 2003 to new
facilities  at 9801 Highway 78, Building No. 3, Ladson, South Carolina. 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. The prior
landlord  has  agreed to terminate its lease at the Company's prior headquarters
located  at  2031  Avenue  B,  Building 44, North Charleston, South Carolina, in
exchange  for  payment of rent at this prior facility through November 30, 2003.

The  Company  has terminated its month-to-month lease in Stanton, California and
transferred  its  headquarters  to  Ladson,  South  Carolina.  Additionally, the
month-to-month  warehouse  lease in Riverside, California was terminated with no
penalty  to  the  Company.  The  Company  has no remaining obligations under the
terminations. The Company's wholly owned subsidiary in China has been dissolved.
The  Company  has  no  ongoing  obligations  in  Nanning,  China.

BUSINESS  OVERVIEW

TECHNICAL  SOLUTIONS  GROUP:

The  Company  is  a  complete  design-to-manufacturing organization, creating or
licensing  designs, and creating tooling, molds, and parts necessary to assemble
the  products  in-house.  The  Company  is  dedicated  to  producing the finest,
technologically  superior, commercial, and military vehicles to protect and save
lives.

This  unique  design  capability,  combined  with  extensive field experience in
vehicles  have  allowed us to position ourselves as an innovative pioneer in the
creation  of  specialty  vehicles.

The Vehicle or Mine Protected Vehicle "MPV" contracts typically are fixed-price.
The Company also anticipates contracts for research, engineering, and prototypes
that  are  typically  cost-plus  arrangements, under which we are reimbursed for
approved  costs  and  also receive a fee. Our production contracts are typically
fixed-price  arrangements  under  which  we assume the risk of cost overruns and
receive  the  benefit  of cost savings. All of our contracts, whether we are the
prime  contractor or a subcontractor, are subject to audit and cost controls. As
a  result,  the  customer  typically has the right to object to our costs as not
allowable  or  as unreasonable, which can increase the costs we bear rather than
allow  recovery  as  costs.

CUSTOMER  ACTIVITY

Twelve  Buffalo  mine  protected  vehicles  have been delivered to the U.S. Army
prior  to the end of 2003. One more Buffalo was shipped during January 2004. The
vehicles were extensively tested prior to selection by the Army. In addition, in
2002  we  delivered  eight  Cougar/Tempest  vehicles  to the British Ministry of
Defense.  These  vehicles are part of an Urgent Operational Requirement, and the
Cougar  beat  out several competitors for this contract, including vehicles from
Vickers,  Australian  Defense  Industries,  and  KMW  Industries.

In  tests  at the U.S. Army proving grounds, the Buffalo blast capsule protected
both  the  occupants  and the critical automotive components from the effects of
large mine blasts. The vehicles integrate a blast resistant capsule with a truck
engine and drive train, and have a modern design that uses American-made trucks.
A  key  aspect  of mine protected vehicle design is the dispersion of hot gasses
released  by a mine blast. The force of the blast is routed along the V hull and
dissipated  to  the  side  of  the  vehicle so that the vehicle is not lifted or
severely  damaged  by  the  blast.  It is the absence of this V hull design that
makes  it  virtually  impossible  to  properly  protect  a  standard  vehicle by
retrofitting armor plates. The design must be undertaken from the beginning with
mine  protection  as  the  primary  design  criteria.

We  are  using  the  Buffalo  platform for a special project for the US Navy and
continue  to  ship  spares  and  steel  wheels  to  the  US  Army.

INDUSTRY  OVERVIEW

The basic concept of Mine Protected Vehicles was developed in Rhodesia and South
Africa  in  response  to the landmine problems arising from the wars in Southern
Africa.  The  vehicles  were  designed  to  protect  personnel during transport,
removal  of  Unexploded  Ordnance,  route clearance, humanitarian de-mining, and
other  missions  that  require  protection  from landmines and hostile fire. The
technology  has  been  developed  and  used  in  several  parts  of  the  world,
principally  Africa,  over  the  last 20 years in response to the intense use of
landmines  in  that  region.  The  world  market  for mine-protected vehicles is
growing  rapidly.

Landmines  are  a  weapon  of choice for terrorists and insurgent groups because
they are highly effective yet relatively low cost. Rising populations in heavily
mined  regions  and the need to utilize and develop such areas means the problem
can  no  longer  be ignored. With increasing world tensions, there is a need for
vehicles that can provide a protection against these threats during a variety of
missions.  Such  missions  include  troop  transport  in  and  around Unexploded
Ordnance  or  mine  threat  areas  as  well  as route clearance and humanitarian
de-mining  -  which  require  entrance  into  known  mine  fields.

Mine  protected  vehicles  have been purchased worldwide, principally in Africa,
with  additional  purchases  by  several  NATO  allied  countries.

Troop  movements  in overseas operations face a continuous threat because of the
use  of  land  mines  or the possibility of ambush and enemy fire. Vehicles that
move  troops  or  ordnance  economically  and  are  protected against ballistic,
incendiary,  landmine  hazards,  and  Improvised  Explosive  Devices (IED's) are
useful in these situations. This is a pressing issue for the U.S. and its allies
throughout  the  world.  The  recent  deaths  of  American  and Allied personnel
throughout  Iraq,  Afghanistan, and earlier deaths in Kosovo of American solders
while  riding  in an up-armored M998 High Mobility Multi-purpose Wheeled Vehicle
(Hummv)  highlights  the  need  for mine protected vehicles. Personnel transport
missions  create  the  greatest  portion  of demand for Mine Protected Vehicles.
Various  types  of  landmine  and  Unexploded  Ordnance  clearance missions also
generate  demand.  Embassies,  consulates,  and  other  U.S. government agencies
require  vehicles  to  safely  transport  personnel  at  low  cost. The modified
Chevrolet  Suburban  or  High  Mobility Multi-purpose Wheeled Vehicle s does not
provide  adequate protection against high-powered automatic rifles or explosives
as  demonstrated  in  Iraq and Afghanistan. U.S. Law enforcement agencies have a
pressing need to move personnel safely in dangerous situations, such as riots or
standoffs with armed militant groups as demonstrated in a bank robbery stand-off
in  Los  Angeles.  Mine  protected  vehicles  are  used around the world in mine
problem  areas  by most military organizations. The current "hot spots" in which
the U.S. and other allied countries operate, and the likely areas for the future
in the "War on Terrorism", are all heavily mined. Currently there are no current
technologies available to detect mines effectively enough to avoid them, so mine
protected  vehicles  are  valuable  for  the  U.S.  to  protect  its  troops.

PRODUCTS

The  specialty  vehicle  business  requires experience with blast protection and
vehicle  design,  heavy manufacturing equipment and facilities, and knowledge of
target  customers.  The  cycle for product entrance into this market is long and
complex.  We  have  attained  credibility  with  our  products,  and  have  sold
production  vehicles  to  the  U.S.  and British militaries. Our units have seen
action  in  Iraq,  Afghanistan  and  Bosnia.

BUFFALO

A  Mine  Resistant  Vehicle  with  multiple  mission  configurations  and  field
reparability. This design mates a monocoque capsule protection, meaning the hull
is  built  as  a single unit, with a Peterbilt or other U.S. manufactured truck.
The  Buffalo  offers  protection  against  mines with 45-pounds of TNT under the
wheel  and 30-pounds of TNT under the centerline protection, along with standard
ballistic  protection,  which  is  7.62mm  NATO  ball which is the international
standard  for  ballistics,  upgradeable  to  Dragunov  Anti-Personnel  round
protection.  The  roof  is  identical  to  the  sides,  providing equal overhead
ballistic  and  splinter  protection,  creating  a  full  360-degree  occupant
protection,  a  capability  that  is  essential for urban fighting. Self Forming
Fragmentation  Plates,  which protect the occupants of the vehicle against newer
landmine  technology,  are  available  as  an  option.  C-17  transportable.

COUGAR

The  Cougar  is  versatile  and multi-purpose. It can be configured to satisfy a
wide  variety  of  mission  requirements. The purpose-built monocoque capsule is
designed  to protect both the driver and crew from both ballistic and mine/blast
threats,  and  is  mated  with commercial automotive technology from Peterbilt,`
Marmon-Herrington,  Fabco,  and  others to produce a user-friendly and adaptable
vehicle.  The  Cougar can be configured to serve as a mine protected 8 - 10 seat
troop  transport vehicle, a weapons platform, a law enforcement special response
vehicle,  an  EOD/Range  Clearance  vehicle,  or a VIP Protection vehicle. It is
available  in various configurations including: 4x2, 4x4, and 6x6. The Cougar is
protected  to  30  pounds  of  TNT  on  any  wheel  and  15 pounds of TNT on the
centerline.  C-130  Transportable.

TEMPEST

The  Tempest  is  a  heavy  duty  version of the Cougar that adds a Self Forming
Fragment  Plate  to  provide  protection  against  state-of-the art Self Forming
Fragment  "Tank  Killer"  mines.  C-17  transportable.

TYPHOON

Typhoon  is the ultimate urban combat vehicle. It is a multi-role armored combat
vehicle.  Typhoon  has an improved hull, upgraded ballistic protection, enhanced
access,  reduced  profile, and a remote controlled weapons platform. Designed to
seat  eight  passengers  and  upgradeable  with  an interior based upon customer
requirements.  The  vehicle can withstand a single anti-tank land mine explosion
on any wheel. The Typhoon has ballistic protection to 7.62 x 51mm NATO AP, which
can  be  increased  to  Dragunov  Armor  Piercing  anti  personnel  rounds.

All  products  have  superior  power/weight  ratios.

IGUANA

Iguana  is  a  high  mobility  all-terrain  combat vehicle that fits in the V-22
Osprey.  It is a fully articulated tail-steer vehicle that can scale a four foot
high  obstacle.  It  has  a  limited  swimming  capability.

COMPETITIVE  POSITIONING

We  are  subject  to  significant competition that could harm our ability to win
business  and  increase  the  price  pressure  on  our  products. We face strong
competition  from  a  wide  variety  of  firms,  including  large, multinational
vehicle,  defense and aerospace firms such as Alvis, Vickers, Australian Defense
Industries,  KMW  Industries  and  Oshkosh.  Most  of  our  competitors  have
considerably greater financial, marketing and technological resources than we do
which  may  make  it  difficult  to  win new contracts and we may not be able to
compete  successfully.  Certain  competitors  operate fabrication facilities and
have  longer  operating  histories  and  presence  in  key markets, greater name
recognition,  larger  customer  bases and significantly greater financial, sales
and  marketing, manufacturing, distribution, technical and other resources, as a
result,  these  competitors may be able to adapt more quickly to new or emerging
technologies  and  changes  in  customer  requirements. They may also be able to
devote greater resources to the promotion and sale of their products. We believe
our  competitive  advantages  include:

-  as an American company, access to American commercial drive train technology,
which  has  the  best  after  market  support  system  in  the  world,

-  as  an  American  producer of mine protected vehicles, many countries wish to
purchase  from  America rather from the third world, our mine protected vehicles
are  effective  and  were  tested  and accepted by the U.S. Army and the British
Ministry  of  Defense,

-  access  to  low  cost  heavy  manufacturing  facilities,

-  Exclusive rights to South African blast protection technology, considered the
best  in  the  world,

-  updated  designs  will  take  time  for  competitors  to  develop.

The  Company's  Buffalo soundly beat the former Mine Protected Vehicle standard,
the  Casspir,  in  an  exhaustive testing program conducted by the US Army. This
testing  has  determined  that  the  future  Mine  Protected Control Vehicle for
de-mining  and route clearance missions for the Army will be the Buffalo. The US
Army  has  so  far  purchased  thirteen  Buffalos.

The  Company  has  also  delivered  Tempest  vehicles to the British Ministry of
Defense  (MOD).

These  vehicles  are  part  of an Urgent Operational Requirement, and the Cougar
beat  out seven competitors for this important contract, including vehicles from
Vickers, Australian Defense Industries, and KMW. The Tempests have been deployed
in  Bosnia,  Iraq,  and  Afghanistan.

The  Company  has  an exclusive license to manufacture five current designs from
Mechem  Consultants,  the  South  African  governmental agency that designed and
produced over 33 of South Africa's original countermine vehicles. Each design is
being  systematically  migrated  into  novel,  U.S.  -only,  designs.

SALES  AND  MARKETING:

Our primary sales and marketing efforts are done through employees including the
various  senior  executives in our company who call on prospective customers and
foreign  agents  representing various governments and agencies who would have an
interest  in our product offerings. Currently our primary sales staff resides in
the  states  of  South Carolina and Connecticut, and we have a European presence
with  an  employee  based  in  England.  The company engages in some advertising
focused  on  the  military  community.

Marketing  efforts  include  our  web  site, brochures, and independent referral
sources who assist the company in identifying opportunities for our products and
services.  Any  payments  to  referral  sources are negotiated on a case by case
basis  and  are  dependent  on  various  factors  including  the  quality of the
referral, the opportunity, the role of the referral sources in the sale, and the
potential  revenues  associated  with  a  specific  opportunity.  Many  of these
referral  sources  have  established  relationships with the potential customers
through  the  sale  of  other  products  and  services.

Our  specialty  vehicle  business  requires  many years of experience with Blast
protection  and  vehicle  design,  substantial heavy manufacturing equipment and
facilities,  and  knowledge  of and relationships with the target customers. The
cycle  for  product  entrance into this market is long and complex. The vehicles
are  big-ticket  items  with  healthy  margins  in  a  niche market that has few
competitors  and  high barriers to entry. As the only U.S. manufacturer of MPVs,
the  Company  offers  the  latest  vehicle  technology  mated  with  the  latest
protection  technology,  all  from  the  design  team  that created the original
concepts  of  vehicle  mine  protection.  It  has  the  facilities,  personnel,
relationships,  and  experience  to become the leader in a growing industry with
substantial  barriers  to  entry.

The  company  intends  to  participate in the growth of the Security and Defense
Market's  increased demand for protection by focusing on sales to the Government
and Military markets. Management and advisors are active Participants in all the
major  shows  involving countermine operations and technology, military vehicle,
law  enforcement  technology,  and  military force protection. This includes the
UXO/Countermine conference, FPED (Force Protection Equipment Demonstration), and
Trexpo  East.

PERSONNEL

As  of  December  31,  2003,  we  had 29 employees in the U.S. and 4 consultants
located  in the United Kingdom and South Africa. Employees can be broken down to
22  factory  workers,  3 sales, 3 administrative and 5 management personnel. The
Company  is  not a party to any collective bargaining agreement. See Management.

ENVIRONMENTAL  MATTERS

We  are  subject  to  federal,  state,  local  and  foreign laws and regulations
regarding  protection  of  the  environment, including air, water, and soil. Our
manufacturing  business involves the use, handling, storage, and contracting for
recycling  or  disposal  of  hazardous  or toxic substances or wastes, including
environmentally  sensitive  materials,  such as batteries, solvents, lubricants,
degreasing  agents, gasoline and resin. We must comply with certain requirements
for  the use, management, handling, and disposal of these materials. We, however
do  not  maintain  insurance  for pollutant cleanup and removal. If we are found
responsible  for  any  hazardous contamination, any fines or penalties we may be
required  to  pay,  or  any  clean  up we are required to perform, could be very
costly.  Even  if  we  are  charged,  and  later found not responsible, for such
contamination  or  clean up, the cost of defending the charges could be high. If
either  of  the  foregoing  occurs,  our  business,  results from operations and
financial condition could be materially adversely affected. We do not believe we
have  any  material  environmental  liabilities  or  that  compliance  with
environmental  laws,  ordinances,  and  regulations will, individually or in the
aggregate,  have a material adverse effect on our business, financial condition,
or  results  of  operations.

OTHER  REGULATORY  MATTERS

Our  operations  and  products  are  subject to extensive government regulation,
supervision,  and  licensing  under  various  federal,  state, local and foreign
statutes,  ordinances and regulations. Certain governmental agencies such as the
EPA  and the Occupational Safety and Health Administration, or OSHA, monitor our
compliance  with their regulations, require us to file periodic reports, inspect
our facilities and products, and may impose substantial penalties for violations
of  the regulations. For example, we are subject to federal regulation under the
Boat  Safety Act of 1971 that requires boat manufacturers to recall products for
replacement  of  parts  or  components  that have demonstrated defects affecting
safety.  Although  manufacturers  of  certain equipment we use in our boats have
instituted  recalls,  there has never been a recall resulting from our design or
manufacturing  process.

While  we believe that we maintain all requisite licenses and permits and are in
compliance  with  all  applicable federal, state, local and foreign regulations,
there  can  be  no  assurance  that  we  will  be able to maintain all requisite
licenses  and  permits.  The  failure  to  satisfy  those  and  other regulatory
requirements  could  have  a  material adverse effect on our business, financial
condition,  and  results  of  operations.

ITEM  2.  DESCRIPTION  OF  PROPERTY

On  October  10,  2003, TSG entered into a lease agreement with Intertech Group,
Inc.  to  lease 86,000 square feet of manufacturing and administrative space and
transfer  the  Company's  executive  offices  at the end of October, 2003 to new
facilities  at 9801 Highway 78, Building No. 3, Ladson, South Carolina. 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. The prior
landlord  has  agreed to terminate its lease at the Company's prior headquarters
located  at  2031  Avenue  B,  Building 44, North Charleston, South Carolina, in
exchange  for  payment of rent at this prior facility through November 30, 2003.

We  believe  our  facilities are adequate for our current operations and that we
can  obtain  additional  leased  space  if  needed.

ITEM  3.  LEGAL  PROCEEDINGS

On  June  26, 2003 Albert Mardikian, a company 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  the company. The complaint further alleges breach of an employment
and  agency  agreement  between  the  Registrant  and  Mr. Mardikian, 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 in the early stages of litigation and we can not
assure  anyone  of  the outcome. 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.

A  potential  liability  from the discontinued boat operation exists. There is a
lawsuit  pending  in  Texas seeking $42,495 and legal fees. The claim has arises
over  charges  of  vessel defects, specifically the motor supports creating hull
damage.

On  September  4, 2003 the Commonwealth of Pennsylvania, Pennsylvania Securities
Commission  issued a summary order to Cease and Desist pertaining to the Private
Placement  Memorandum.  A  Sonic  Jet representative sent a packet of disclosure
materials  to  a  non-  accredited  investor  under Section 501 of Regulation D.

To  our  knowledge  there are no other unasserted claims or assessments that are
probable  to  arise  and  must  be  disclosed  in  accordance  with Statement of
Financial  Standards  No.  5.

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

None

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

DESCRIPTION  OF  SECURITIES

Our authorized capital stock consists of 300 million shares of common stock, and
10  million  shares  of  preferred  stock. The following is a summary of certain
provisions  of  our common stock, preferred stock, Articles of Incorporation and
bylaws.

COMMON  STOCK

As  of  December  31,  2003,  there  were  122,280,238  shares  of  common stock
outstanding. All outstanding shares of common stock are, and the common stock to
be  issued  in  this  offering  will  be,  fully  paid  and  non-assessable.

Each  share  of  our  common  stock has identical rights and privileges in every
respect.  The  holders of our common stock are entitled to vote upon all matters
submitted  to  a  vote of our shareholders and are entitled to one vote for each
share  of  common  stock  held.  There  are  no  cumulative  voting  rights.

The  holders  of our common stock are entitled to share equally in dividends and
other  distributions  that  our board of directors may declare from time to time
out  of funds legally available for that purpose, if any, after the satisfaction
of  any  prior  rights  and  preferences  of  any  outstanding  preferred stock.

If we liquidate, dissolve or wind up, the holders of shares of common stock will
be  entitled to share ratably in the distribution of all of our assets remaining
available  for  distribution  after  satisfaction of all our liabilities and our
obligations  to  holders  of  our  outstanding  preferred  stock.

The  holders of our common stock have no preemptive or other subscription rights
to  purchase  shares  of our stock, nor are they entitled to the benefits of any
redemption  or  sinking  fund  provisions.

PREFERRED  STOCK

As  of  December  31,  2003,  there  were  10 shares of Series B preferred stock
outstanding.  Each  share  is  convertible into two percent of the shares of our
common  stock outstanding at the date of conversion. The shares shall convert at
the  earlier  of the election of the holder, or December 27, 2004. The holder of
the  Series B preferred stock, has the right to vote, with the holders of common
stock, on any matter to which the common stock holders are entitled to vote, the
number  of  shares  of  common  stock into which the Series B preferred stock is
convertible.  If  we are liquidated, distribute our assets, dissolve or wind-up,
the  holders of Series B preferred stock shall receive the greater of (i) $2,500
per share of Series B preferred stock they hold at the time of such Liquidation,
or  (ii)  their  pro rata share of the total value of our assets and funds to be
distributed, assuming the Series B preferred stock is converted to common stock.

As  of  December  31,  2003,  there  were 130 shares of series C preferred stock
outstanding, Each shares converts into .2% of the outstanding shares at the time
of  conversion.  The Series C shareholders are subject to a mandatory conversion
on  December  27,  2004 unless the terms are modified by mutual agreement of the
parties.  In the event of a liquidation, the holders of Series C preferred stock
shall  be entitled to receive one hundred and fifty percent (150%) of the amount
of  consideration  paid  for  the Series C preferred stock, after which time the
holders  of  Series  B  preferred  stock  and  Series  C  preferred  stock shall
participate  in  such  liquidation,  on a pro rata basis, based on the number of
shares  of  the  common  stock  into  which the Series B preferred stock and the
Series  C  preferred  stock  are convertible at the time of the liquidation. The
holders  of  Series  C  preferred  stock  have  no  voting  rights.

Our board of directors has the authority to issue additional shares of preferred
stock  in  one  or more series, and fix for each series, the designation of, and
number  of shares to be included in, each such series. Our board of directors is
also  authorized  to  set  the  powers,  privileges,  preferences,  and relative
participating,  optional  or  other  rights,  if any, of the shares of each such
series and the qualifications, limitations or restrictions of the shares of each
such  series.

Unless  our  board  of directors provides otherwise, the shares of all series of
preferred  stock  will rank on a parity with respect to the payment of dividends
and to the distribution of assets upon liquidation. Any issuance by us of shares
of  our preferred stock may have the effect of delaying, deferring or preventing
a  change of our control or an unsolicited acquisition proposal. The issuance of
preferred  stock also could decrease the amount of earnings and assets available
for  distribution  to  the holders of common stock or could adversely affect the
rights  and  powers,  including  voting  rights, of the holders of common stock.

Our common stock is traded on the OTC Bulletin Board under the symbol "FRCP.OB".
Our  common  stock  began trading on the OTC Bulletin Board on December 29, 1998
under the symbol "SJET.OB". Before our listing on the OTC Bulletin Board none of
our  securities were traded in the public market. Bid and ask quotations for our
common  shares  are  routinely  submitted  by  registered broker dealers who are
members  of the National Association of Securities Dealers on the NASD Over-the-
Counter  Electronic  Bulletin  Board.  These  quotations  reflect  inner- dealer
prices,  without  retail  mark-up,  markdown or commission and may not represent
actual  transactions.  The following table shows, for the periods indicated, the
high  and  low  closing  sales  prices  per  share  of  our  common  stock.

<TABLE>
<CAPTION>
<S>                                                  <C>                <C>
                                                     High                Low

2001

First Quarter                                        $0.22              $0.05
Second Quarter                                       $0.17              $0.05
Third Quarter                                        $0.20              $0.04
Fourth Quarter                                       $0.07              $0.02

2002

First Quarter                                        $0.22              $0.08
Second Quarter                                       $0.42              $0.06
Third Quarter                                        $0.29              $0.07
Fourth Quarter                                       $0.25              $0.10

2003

First Quarter                                        $0.27              $0.10
Second Quarter                                       $0.21              $0.12
Third Quarter                                        $0.13              $0.07
Fourth Quarter                                       $0.11              $0.07
</TABLE>


SHARE  HOLDERS

As  of  December  31,  2003, there were 412 shareholders of record of our common
stock.

DIVIDEND  POLICY

We have never declared or paid a cash dividend on our common stock. We currently
intend to retain all of our future earnings, if any, for use in Our business and
therefore  we do not anticipate paying any cash dividends on our common stock in
the  foreseeable  future. Any future determination to pay cash dividends will be
at  the  discretion of our board of directors and will depend upon our financial
condition,  operating  results,  capital requirements, restrictions contained in
our  agreements  and  other factors which our board of directors deems relevant.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  March  31, 2003, we entered a Settlement Agreement with Jeff Conrad pursuant
to  which  we  agreed  to issue Mr. Conrad 375,000 shares of our Common stock in
lieu  of  cash  payment  for  legal  services  he  performed  for  us.

On  March  31,  2003,  we entered a Settlement Agreement with Catherine Basinger
pursuant  to  which we agreed to issue Ms. Basinger 375,000 shares of our Common
stock  in  lieu  of  cash  payment  for  legal  services  she  performed for us.

We  sold  the  following unregistered (restricted) securities during the quarter
ended  September  30,  2003:

On  July  15,  2003  and August 11, 2003, we issued a total of 126,123 shares of
common stock to one company for services rendered in connection with the private
offering  discussed  above  valued  at  $12,613  ($0.10  per  share).

On  July  31,  2003, we issued 10,000 shares of common stock to one employee for
services  rendered  to  us  valued  at  $700  ($0.07  per  share).

On  August  11, 2003 and August 18, 2003, we issued a total of 660,000 shares of
common  stock  to  our former production manager in settlement of his employment
agreement;  these  shares  were  valued  at  $46,200  ($0.07  per  share).

On  August  11, 2003 and September 13, 2003, we issued a total of 800,000 shares
of  common  stock  to  our  president  in connection with the termination of his
employment  agreement  with  the  Company;  these  shares were valued at $62,000
(average  of  $0.0775  per  share).

On  September  13,  2003, we issued a total of 298,713 shares of common stock to
two  companies  for  services  rendered  in connection with the private offering
discussed  above;  these  shares  were valued at $26,871 (average of $0.0899 per
share).  On  this  date,  we  also  issued 375,000 shares of common stock to one
individual  for  legal  services  rendered  to  us  valued at $26,250 ($0.07 per
share).  On  this date, we also issued a total of 500,000 shares of common stock
to  two  individuals  (one  a director and one an ex-employee of the company) in
connection  with  services  rendered  to us valued at $35,000 ($0.07 per share).
Finally,  on  this date we issued a total of 1,250,000 shares of common stock to
three  individuals in connection with the repayment of certain loans made to us;
these  shares  were  valued  at  $87,500  ($0.07  per  share).

During the third quarter, we sold a total of 2,245,000 shares of common stock to
investors pursuant to a private placement memorandum, generating net proceeds of
$88,981  (gross  proceeds  of  $164,650  less  offering  fees and commissions of
$75,669)  pursuant  to  the  sale  of common stock units. Each common stock unit
consists of (a) 50 shares of common stock, (b) one warrant to purchase 25 shares
of  common stock at an exercise price of $0.20 per share, and (c) one warrant to
purchase  25  shares  of  common  stock, at an exercise price of $0.30 per share
(which  was  subsequently  reduced  to  $0.01  per  share  and  which  has  been
exercised).

During  the  three  months ended September 30, 2003, we issued warrants covering
875,018  shares  of common stock to Denis Hickey, a consultant, valued at $0.065
per  share,  plus  580,000  warrants of shares of common stock to two employees,
valued  at  $0.10  a  share.

During  the fourth quarter, 2003, we issued 8,842,246 shares of common stock and
cancelled  250,000  shares  of  common  stock  issued  in error. We committed to
warrants  of  1,000,000  shares  of common stock , valued at $0.07a share per an
employee  agreement  with  Thomas  Thebes.

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;

-  we  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  we 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, we advised each
purchaser  of the limitations on resale in the manner contained in Rule 502(d)2;

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

-  we  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).

OTHER

CONVERSION  OF  TSG  INTERNATIONAL,  INC.  SHARES.

As part of the purchase of TSG International, Inc. (which owns 100% of Technical
Solutions  Group,  Inc.,)  in  July 2002 (see Exhibit 2.2 to Form 10-QSB and the
2002  Form  10-KSB),  Ashford  Capital, LLC, an advisor to the transaction and a
shareholder  of  the  Registrant,  received  shares  equal  to  10%  of  TSG
International,  Inc. in the form of a Series A preferred stock. An agreement was
reached  in  April  of 2003 (see Exhibit 4.9 to Form 10-QSB) under which Ashford
Capital,  LLC  could  exchange  each  shares of TSG International, Inc. Series A
preferred  stock for 50 shares of the Registrant's Series C preferred shares, by
notifying  the  Company  by  October  15,  2003.

In September 2003, Ashford Capital and the Company's CEO, Michael Watts, reached
an  agreement  under  which  the  TSG  Series  A preferred shares and the rights
associated  with  the Series A preferred shares were purchased by Mr. Watts in a
private  sale between the parties. On October 12, 2003, the Company was notified
of  Ashford  Capital's  intention  to  exercise  its  option to exchange its TSG
International,  Inc. preferred stock for the Company's Series C preferred stock.
Under  the terms of the agreement, Mr. Watts will exchange each share of his TSG
International,  Inc.  stock  for  50  shares of Company Series C preferred stock
effective  October  15,  2003.  As  a  result, the Company will hold 100% of TSG
International,  Inc.

REDEMPTION  OF  SERIES  C  PREFERRED  STOCK.

Under  the  terms  of  the  Series C preferred stock, as reflected in an amended
Certificate  of  Designation, shareholders could redeem each preferred share for
$12,000  after  a  certain  date. Under these terms, Noriaki Sasaki notified the
Company  of his request to redeem 10 shares of the Series C preferred stock at a
schedule  to  be provided by the Company. The Company has agreed to a redemption
schedule  and  has redeemed 8 of the 10 shares. The remaining 2 shares should be
redeemed by January 2004. Subsequently, the remaining Series C shareholders have
waived  the  redemption  rights  in  return  for  an  extension of the mandatory
conversion  dates  (see  2002  Form  10-KSB).

CHANGE  IN  SECURITIES

On  September 30, 2002 the Series C shareholders and the Company agreed to amend
and restate the Certificate of Designation of Series C Convertible Preferred for
Sonic  Jet  Performance.  Pursuant to the agreement and upon finalization of the
amendment  of  the Series C documents, the stock shall be voted equally with the
shares  of  the  Common Stock of the Corporation and not as a separate class, at
any annual or special meeting of shareholders of the Corporation, and may act by
written  consent in the same manner as the Common Stock, in either case upon the
following basis: the holder of the shares of Series C Stock shall be entitled to
such  number  of  votes  as  shall be equal to the aggregate number of shares of
Common  Stock  into which such holder's shares of Series C Stock are convertible
immediately  after  the  close  of  business  on  the record date fixed for such
meeting  or the effective date of such written consent. Furthermore, the parties
also  agreed that each 10 shares of Series C stock shall be convertible into two
percent  (2%)  of  the  Company's  common  stock  outstanding  at  the  time  of
conversion.  Also, amended was the Company's power to redeem the Series C Stock.

On  or  after February 14, 2003, the Company may, at its sole discretion, with 5
days notice, redeem some or all of the outstanding shares of Series C Stock at a
"Redemption  Price"  equal to $12,000 per share, during this period the Series C
shareholders  may  elect  to  convert their shares under the conversion formula.

On  July  17,  2002  the  Series  B  shareholder of Sonic Jet Performance, Inc.,
Ashford  Capital,  and  the  Company agreed to amend the Series B Preferred. The
parties  agreed  that  no shares could be sold prior to January 1, 2003, and the
conversion  date  of  Series  B Preferred Stock to common stock would be changed
from  December  27,  2002  to June 27, 2003. Furthermore, on July 17th, 2002 the
parties  agreed that the Series B shareholder would have the right to exchange 5
shares  of Sonic Jet Series B Preferred (equal to 10% of Sonic Jet common stock)
for  10  shares  of  TSG International (equal to 20% of TSG International common
stock),  the holding Company for Technical Solutions Group. Ashford Capital must
notify  Sonic  Jet  and surrender the shares by June 27th, 2003 at which time it
would  receive  the  shares of TSG International. As of March 31, 2003 no action
has  been  taken  either  by Series B Shareholder or Sonic Jet Performance, Inc.

DEFAULTS  UPON  SENIOR  SECURITIES.

Not  Applicable.

ITEM  6.  SELECTED  FINANCIAL  DATA

SELECTED  FINANCIAL  DATA  (UNAUDITED)

(Dollars  in  Thousands)

<TABLE>
<CAPTION>
<S>                               <C>                 <C>                <C>
                                  2003                2002                2001

Revenues                          6,247               2,607              1,199
Income from Operations             (290)             (5,375)            (1,199)
Net Operating Income               (472)             (5,375)            (1,437)
Net Income                       (5,322)             (5,373)            (1.437)

Diluted Earnings / (Loss)
  Per Share:                       (.03)               (.09)              (.07)
Diluted Shares Outstanding  186,760,559           61,421,885        23,816,716

Cash at end of Period               279                  144                43
Total Assets                      1,620                2,615             2,114
Stockholders Equity                (261)                 803             1,175
</TABLE>


NOTES:

1. Fiscal year 2003 includes a $2,932,179 loss from discounted operations of the
boat  division.

2.  Fiscal  year  2003  includes  a  $1,917,747  loss  from goodwill impairment.

3.  Fiscal  year  2003  Revenues  and  Income  from Operations excludes the boat
division.

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

INTRODUCTION

The  following  discussion  is  intended to provide an analysis of our financial
condition  and  should  be read in conjunction with our financial statements and
the  accompanying  notes.

OVERVIEW

We  have  a  limited  operating  history  and conduct our operations through our
wholly  owned  subsidiary,  Technical  Solutions  Group,  Inc,  or  TSG,,  which
manufactures and sells mine and blast protected vehicles. Force Protection, Inc.
through  TSG  designs,  manufactures and markets high performance mine and blast
protected  vehicles.  We  operate both in the United States and internationally.

Effective  July  1,  2003,  in  an  effort  to focus on TSG as well as achieving
profitable  operations,  and  as  a  result  of the poor performance of the boat
division  and the long lead times necessary to achieve success in that business,
we  downsized  and  transferred  the  fire and rescue operations to a subsidiary
company,  Rockwell  Power Systems, Inc. Subsequently the shares held in Rockwell
Power  Systems,  Inc.  were  exchanged  for 20,000,000 shares of common stock in
Xtreme  Companies,  Inc.  and  the  shares  received  in  the  transaction  were
distributed  to  shareholders  of  record  on December 5, 2003. In addition, the
Force  Protection,  Inc.  received preferred shares from Xtreme Companies in the
amount  of  $500,000  which are convertible to common stock three years from the
date  of  the  transaction.

RESULTS  OF  OPERATIONS

Comparison  of  the  twelve  months  ended  December  31,  2003,  and  2002.

In  fiscal  year  2003, we focused on restructuring and refocusing our business,
raising  money,  and  writing  off  impaired  assets  to direct us toward a more
profitable  product  line.

Net  sales  for 2003 increased by $3,640k or 139% compared to 2002. During 2002,
we  acquired TSG, whose sales for 2002 were $2.2 million. The entire increase in
sales  is  attributable to the acquisition. Sales of boats were flat as compared
to  the  previous  year,  $462k.

TSG  began  shipping  production Buffaloes under a U.S. Army contract in June of
2003,  which  contract  comprised  over  90%  of the sales of that division. The
improvement  in  operations is due to the sales increase in the TSG division and
the  downsizing  and  eventual  sale  of  the  boat  operations  assets.

Cost  of Sales for 2003 was $4,442k, or 70.6% of sales, compared to 72% in 2002.
This  decrease  is  attributable  to  decreasing cost of sales for boats and the
production  shift  to  MPV-  particularly  the  Buffaloes.

Selling, general and administrative expenses for 2003, decreased by $2,612k to $
2,095k  compared  to  $ 4,704k for 2002. The decrease is partially the result of
the sale of the boat division. Selling, general and administrative expenses were
substantially  the same in both years and reflected asset write downs, financing
costs,  outside  professional  services,  and  grants  of  stock  to  employees.

Restructuring  expenses  are related to writing down the boat division assets to
fair  market value, direct expenses and employee termination agreements involved
with  the  reorganization,  and  the  transfer  of  the  boat  business.

Our  net  loss  for  2003 was $5,322k as compared to $5,373k for 2002. The minor
decrease  is  attributed  to  the  sale  of  assets of the boat division and the
turnaround  in operational profit attributable to the government program selling
TSG's  Buffalos to the Army. Included in the 2003 loss was a loss of $1,917k for
goodwill  impairment  and  a loss on discontinued operations of $2,932k from the
boat  division.

INVESTING  ACTIVITIES.

Our  capital  expenditures for the twelve months December 31, 2003 were $125,008
as  compared  to  $337,373  during  2002,  related  to investments in office and
manufacturing equipment. We anticipate that our capital expenditures during 2004
will  increase because of improvements to operating efficiencies, and relocation
of  our  primary  facilities  and  new  contracts.

FINANCING  ACTIVITIES.

During  the year ended December 31, 2003, the Company sold a total of 25,924,000
restricted  shares  of  common  stock  and  warrants, respectively, to investors
pursuant  to  its  private  placement  memorandum,  generating  net  proceeds of
$1,299,900,  pursuant  to the sale of common stock units. For details about this
transaction,  see  Note 8 - Capital Stock Transactions. The Company believes the
issuance  of  the  shares  and  warrants  was exempt from registration under the
private  placement exemption available under Section 4(2) of the 1933 Securities
Act.

On  March  31,  2003, the Company began securing capital commitments through the
issuance of promissory notes. Under the terms of the promissory notes, the loans
are  payable in six months with 8% interest; however, at the end of the term the
loan  has  an  option  to  convert into Series C preferred stock. As of June 30,
2003,  the  Company had obtained $725,000 in capital from note holders for 2003.
Of  this  amount,  $50,000  was  converted  into  series  C preferred stock. The
remaining notes will have their terms extended and management anticipates that a
significant  portion  will  convert  to  equity  over  the  next  six  months.

TSG  has entered into an agreement with GC Financial Service, Inc. by which this
firm  may  purchase  from  Company certain accounts receivable and other rights,
including  without  limitations,  all  liens,  security  interest,  warrants and
guarantees  to  secure  payments of the accounts receivables. As of December 31,
2003  TSG had drawn approximately $6,138,434 gross, all of which has been repaid
at  December  31,  2003.

On  September  20,  2003,  the  Company  entered  into  an equity line of credit
agreement  with  Dutchess Capital Management LLC. Under this agreement, Dutchess
committed  to  purchase  up  to $3,500,000 of the Registrant's restricted common
stock  over  the  course of 36 months, after the date either free trading shares
are  deposited in an escrow account or a registration statement of the stock has
been  declares  effective  by  the  U.S. Securities and Exchange Commission. The
amount  that  the Dutchess will be entitled to request from each of the purchase
"puts"  will be equal to 200% of the averaged daily volume ("ADV") multiplied by
the  average  of  the 3 daily closing prices immediately preceding the put date.
The ADV shall be computed using the ten (10) trading days prior to the put date.
The  purchase price will be the 93% of the market price, which is defined as the
average  of  the lowest closing bid price of the common stock during the pricing
period (which is the 5 consecutive trading days immediately after the put date).

LIQUIDITY  AND  CAPITAL  RESOURCES.

As  of  December  31,  2003, cash and cash equivalents were $278,777 compared to
$144,476 as of December 31, 2002. The Company has raised net proceeds $1,299,900
through a private placement during the nine months ended September 30, 2003. The
Company's  principal sources of capital have been cash flow from its operations,
the  sale  of  common stock, promissory notes mentioned in financing activities,
and  borrowings  from  G.C.  Financial  Services. Based on its current operating
plan,  the  Company  anticipates  that  additional financing will be required to
finance  growth  in  operations and capital expenditures, definitely in 2004 and
possibly  in  2005.

Presently,  the  Company  is generating sufficient revenue to cover expenses and
hire employees. However, the Company's near-term future liquidity will depend on
its  ability  to  obtain  necessary  financing  from  outside  sources.

The  Company  currently anticipated levels of revenues and cash flow are subject
to many uncertainties and cannot be assured. The amount of funds required by the
Company  will depend upon many factors, including without limitation, the extent
and  timing  of  sales  of  the  Company's products, future inventory costs, the
timing  and  costs  associated  with  the  establishment  and/or  expansion,  as
appropriate,  of  the  Company's  manufacturing,  development,  engineering  and
customer  support  capabilities,  the  timing  and cost of the company's product
development  and  enhancement  activities  and  the company's operating results.
Until the Company generates cash flow from operations that will be sufficient to
satisfy  its  cash  requirements,  the company will continue to seek alternative
means  for  financing its 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. There can be no assurance that,
if  and  when  needed,  additional  financing will be available, or available on
acceptable  terms.  The  inability  to  obtain  additional financing or generate
sufficient cash from operations could require the Company to reduce or eliminate
expenditures  for  capital  equipment,  research  and development, production or
marketing  of  its products, or otherwise curtail or discontinue its operations,
which  could have a material adverse effect on the Company's business, financial
condition  and  results  of operations. Furthermore, if the Company raises funds
through  the  sale  of  additional equity securities, the common stock currently
outstanding  may  be  further  diluted.

INFLATION.

We  do  not  believe that inflation has had or is likely to have any significant
impact  on  our  operations.

Contractual  obligations

Technical  Solution  Group  has  a  long-term  lease of five (5) years, (5 years
remaining)  with  five  (5) years option with Intertech Group, Inc., giving us a
stable  base  for  future  planning.

FOREIGN  CURRENCY  TRANSLATION  AND  HEDGING

No  exposure.

10K  BUSINESS  SEGMENT  ANALYSIS  OF  2003

FORCE  PROTECTION  PERFORMANCE  -  2003  10K  SEGMENT  INFORMATION

                                     (000's)

<TABLE>
<CAPTION>
<S>                    <C>             <C>           <C>        <C>
                        (Discontinued)       TSG
                         Boats               MPV                  Consolidated
                       --------------- ------------ ----------- ---------------

Sales                    462                6289                         6247
Cost of Sales            315                4442                         4757
                      -------------- ------------ ----------- -----------------

Gross Profit             146                1847                         1490
G.P. %                   31.6%              29.4%                        23.8%

SG&A                     2964               1469                         2095
---------------        -------------- ------------ ----------- ----------------
Other
Income(Expense)

Segment P&L              (2932)             378                         (5322)
-------------           -------------- ------------ ----------- ---------------
</TABLE>

Mine  protected  vehicles  provided  92.6%  of the sales, resulting from 2 major
Customers  and  3  minor  customers;  in  the  USA and the UK; with one customer
accounting  for  92.7%  of  the  mine  and  blast  protected  sales.

During  2003,  the Boat Division assets were sold and the divisions results have
been  accounted  for  as  losses  from  discontinued  operations  of  $2,932k.

The  TSG-MPV  analysis is presented before inter-company eliminations. Corporate
expenses  of  $627K and interest expense of $233k have been excluded. There were
no  material  capital  additions  during 2003. The basis for accounting for this
segment  is  the  same  as  for  the  company.

ITEM  7  B:  RISK  FACTORS

A  number  of  the  matters  and subject areas discussed in this Form 10-KSB are
forward-looking  in  nature. The discussion of such matters and subject areas is
qualified  by  the  inherent  risks  and  uncertainties  surrounding  future
expectations  generally,  and  also may differ materially from our actual future
experience  involving any one or more of such matters and subject areas. We wish
to caution readers that all statements other than statements of historical facts
included  in  this Annual Report on Form 10-KSB regarding our financial position
and  business  strategy, may constitute forward-looking statements. All of these
forward-looking  statements  are  based on estimates and assumptions made by our
management,  which although believed to be reasonable, are inherently uncertain.

Therefore, undue reliance should not be placed on such estimates and statements.

No  assurance  can  be  given  that  any of such estimates or statements will be
realized  and it is likely that actual results will differ materially from those
contemplated  by such forward-looking statements. We have attempted to identify,
in  context,  certain  of the factors that we currently believe may cause actual
future  experience and results to differ from our current expectations regarding
the  relevant  matter  or  subject  area.  In addition to the items specifically
discussed  in  the foregoing, our business and results of operations are subject
to  the  rules  and  uncertainties described under the heading "Factors That May
Affect  Future Results" contained herein, however, the operations and results of
our business also may be subject to the effect of other risks and uncertainties.

Such  risks  and  uncertainties include, but are not limited to, items described
from  time  to  time  in  our  reports  filed  with  the Securities and Exchange
Commission.

Operating  results  highly  uncertain.  Before  deciding  to  invest  in  Force
Protection,  Inc.  or  to  maintain  or  increase  your  investment,  you should
carefully  consider  the  risks  described  below,  in  addition  to  the  other
information  contained  in  this report on Form 10-KSB, our Quarterly Reports on
Form 10-QSB, as amended, and in our other filings with the Commission, including
any  subsequent  reports  filed  on  Forms 10-KSB, 10-QSB and 8-K. The risks and
uncertainties  described  below  are  not the only ones that we face. Additional
risks  and  uncertainties  not  presently  known to us or that we currently deem
immaterial  may  also  affect  our business and results of operations. If any of
these  risks  actually  occur,  our  business, financial condition or results of
operations  could  be  seriously harmed. In that event, the market price for our
common  stock  could  decline  and  you may lose all or part of your investment.

RISKS  RELATED  TO  OUR  BUSINESS

We  had  losses since our inception and expect losses to continue in the future.
We  may  never  become  profitable.

We  have  historically  generated substantial losses, which, if continued, could
make  it  difficult  to fund our operations or successfully execute our business
plan,  and  could adversely affect our stock price. We experienced net losses of
$5,373,377  for  the  year  ended  December  31,  2002,  and  $5,321,623 for the
twelve-month  period  ended December 31, 2003. We have generated significant net
losses in recent periods, and experienced negative cash flows from operations in
the amount of $1,498,184 for the year ended December 31, 2002 and $4,371,480 for
the  twelve-month  period  ended December 31, 2003. In recent years, some of the
losses  were  incurred as a result of investments in new product development and
marketing  costs.  While  we have reduced our investments, we anticipate that we
will  continue  to  generate  net  losses  and  we may not be able to achieve or
sustain profitability on a quarterly or annual basis in the future. In addition,
because  large  portions  of  our expenses are fixed, we generally are unable to
reduce  expenses  significantly  in  the  short-  term  to  compensate  for  any
unexpected  delay  or  decrease  in  anticipated  revenues.  As a result, we may
continue  to  experience  net  losses,  which will make it difficult to fund our
operations  and  achieve  our business plan, and could cause the market price of
our  common  stock  to  decline.

We  have a limited operating history and may never achieve or sustain profitable
operations.

We  are  an  early  stage production company originally incorporated in 1996. We
acquired  our  subsidiary, Technical Solutions Group, Inc. in July 2002. We have
generated  limited  revenues from our current products and revenue of $6,247,285
and  $2,606,634  in  years  2003  and  2002. In 2003 the mine protected vehicles
division  provided 100% of the sales, 100% of the cost of goods sold and 100% of
the  profit.  In  2002 mine protected vehicles provided 83% of the sales, 86% of
the cost of goods sold, and 75% of the gross profit. In 2001, all of our revenue
was  derived from the sale of boats, which we no longer manufacture. Our ability
to  successfully  commercialize our products will depend on, among other things,
successful  completion  of  our  ongoing  development  activities, geo-political
events,  ability  to  manufacture  and distribute the products, and the relative
cost  to  the  customer  of  our  system  as compared to alternative competitive
products. Because we focus on emerging markets, market reaction can be difficult
to  predict. Many of our planned products incorporate technologies or approaches
that  have  not  yet  achieved  broad  market acceptance. In addition, we have a
limited  history of competing in the intensely competitive defense industry. Our
technology  may  not be successfully commercialized or marketed. As a result, we
may  never  achieve  or  sustain  profitable  operations.

Our Independent Accountants have issued a Going Concern Opinion and if we do not
generate  enough  cash  from  operations  to sustain our business we may have to
liquidate  assets  or  curtail  our  operations.  The  accompanying  financial
statements  have  been  prepared  assuming  we will continue as a going concern.
During  the  year ended December 31, 2003, we incurred a net loss of $5,321,623.
During  the  year  ended  December 31, 2002, we incurred net loss of $5,373,377.
Conditions  exist  which  raise  substantial doubt about our ability to continue
unless we are able to generate sufficient cash flows to meet our obligations and
sustain  our  operations. The financial statements do not include any adjustment
that  might  result  from  the  outcome  of  this  uncertainty.

We  depend  on our suppliers and if we can not obtain certain components for our
products,  we  might have to develop alternative designs that could increase our
costs.

We depend upon a number of suppliers for components of our products. There is an
inherent  risk  that  certain components of our products will be unavailable for
prompt  delivery  or,  in some cases, discontinued. We have only limited control
over  any  third-party  manufacturer  as  to  quality  controls,  timeliness  of
production,  deliveries  and  various  other factors. Should the availability of
certain  components  be  compromised,  it  could force us to develop alternative
designs  using  other  components, which could add to the cost of goods sold and
compromise  delivery  commitments.  If  we  are unable to obtain components in a
timely  manner,  at  an  acceptable  cost,  or at all, we may need to select new
suppliers,  redesign or reconstruct process we use to build the hulls and/or the
vehicles, which management believes would take a minimum of one-year. We may not
be able to manufacture any vehicles for a period of time, which could materially
adversely affect our business, results from operations, and financial condition.

We  market  our  products  to  a  limited  customer  base  and if we do not find
acceptance  of  our  products  within that customer base, our business may fail.

Our  government business depends on a limited number of customers, and if any of
these  customers  terminate  or  reduce  their contracts, or if we cannot obtain
additional government contracts in the future, our revenues will decline and our
results  of  operations will decrease. Because most of our consolidated revenues
were  derived  directly or indirectly from government contractors, this risk can
significantly  affect  our  business,  results  of  operations  and  financial
condition.  In  the  twelve-months  ended  December  31, 2003, our revenues were
derived directly or indirectly from two governmental agencies, the U.S. Army and
through  a  private  contractor,  the  British Ministry of Defence. We expect to
continue  to  be  dependent  upon contracts with governmental agencies and their
contractors  for  a  substantial  portion of revenue for the foreseeable future.

Because  we  currently  depend on government contracts and subcontracts, we face
certain  risks,  including  budget restraints and fixed price contracts. General
political  and  economic  conditions, which are difficult to accurately predict,
directly  and  indirectly  affect the quantity and allocation of expenditures by
government  agencies.  Even  the  timing  of  incremental funding commitments to
existing,  but  partially  funded,  contracts  can be affected by these factors.
Therefore,  cutbacks  or  re-allocations  in the U.S. or other government budget
could  have  a  material  adverse impact on our results of operations as long as
research  and development contracts remain an important element of the business.

Obtaining  government  contracts  may  also  involve  long  purchase and payment
cycles,  competitive  bidding,  qualification requirements, delays or changes in
funding,  budgetary  constraints,  political  agendas,  extensive  specification
development,  price  negotiations  and  milestone  requirements. Each government
agency  also  maintains  its own rules and regulations with which we must comply
and  which  can  vary  significantly  among agencies. Governmental agencies also
often  retain  some  portion  of  fees  payable upon completion of a project and
collection  of  these  fees  may be delayed for several months or even years, in
some  instances.

In  addition,  an  increasing  number  of  government  contracts are fixed price
contracts  which  may prevent us from recovering costs incurred in excess of its
budgeted  costs.  Fixed price contracts require us to estimate the total project
cost  based  on  preliminary  projections  of  the  project's  requirements. The
financial viability of any given project depends in large part on our ability to
estimate  such  costs  accurately and complete the project on a timely basis. In
the  event actual costs exceed the fixed contractual cost, we may not be able to
recover  the  excess  costs.

Some  government  contracts  are also subject to termination or renegotiation at
the  convenience  of  the  government,  which could result in a large decline in
revenue  in  any  given  quarter.  Although government contracts have provisions
providing  for  the  reimbursement  of  costs  associated  with termination, the
termination  of  a  material contract at a time when our funded backlog does not
permit  redeployment  of  staff  could  result  in  reductions  of employees. In
addition,  the  timing  of payments from government contracts is also subject to
significant  fluctuation and potential delay, depending on the government agency
involved.  Any  such  delay  could  result  in  a  temporary shortage in working
capital.

Some  of  our  product  components  are manufactured in South Africa and if that
country  becomes  unstable  or  changes  government  regulations  our  costs may
increase  or  we  may  become  unable  to  source  certain  parts.

Some  of  our  product  components  are  manufactured in South Africa. If import
tariffs  or taxes increase for any reason, our cost of goods would increase. Our
financial  performance  may  be affected by changes in South Africa's political,
social and economic environment. The role of the South African central and local
governments  in  the  economy  is  significant.  South  African  policies toward
economic  liberalization,  and  laws  and  policies affecting foreign companies,
foreign  investment,  currency  exchange  rates  and other matters could change,
resulting  in  greater restrictions on our ability to do business with suppliers
based  in  South  Africa.  The  government could impose surcharges, increase tax
rates,  or  revoke, terminate or suspend operating licenses without compensating
us.  Also,  South  Africa has, from time to time, experienced instances of civil
unrest  and  hostilities.  Confrontations  have  occurred  between the military,
insurgent  forces,  and civilians. If for these or any other reason, we lose our
ability  to  sub-contract  or manufacture the compenents to its products, or the
cost of doing business increases, our business, financial condition, and results
of  operations  would  be  materially  and  adversely  affected.

We  may  be  subject to personal liability claims and our insurance, if any, may
not  be  adequate to cover such claims. As a result, a significant lawsuit could
adversely  affect  our  business.

We  may  be  exposed  to liability for personal injury or property damage claims
relating  to  the  use of the products. Any future claim against us for personal
injury  or  property  damage  could  materially  adversely  affect the business,
financial condition, and results of operations and result in negative publicity.
Even  if  we are not found liable, the costs of defending a lawsuit can be high.
We do not currently maintain insurance for this type of liability. Additionally,
even  if we do purchase insurance, we may experience legal claims outside of our
insurance  coverage,  or  in excess of our insurance coverage, or that insurance
will  not  cover.

We  are  subject  to  substantial  competition and we must continue research and
development  to  remain  competitive.

We  are  subject  to  significant competition that could harm our ability to win
business  and  increase  the  price  pressure  on  our  products. We face strong
competition  from  a  wide  variety  of  firms,  including  large, multinational
vehicle,  defense and aerospace firms. Most of our competitors have considerably
greater  financial,  marketing  and technological resources than we do which may
make  it  difficult  to  win  new  contracts  and  we may not be able to compete
successfully. Certain competitors operate fabrication facilities and have longer
operating  histories  and  presence  in  key  markets, greater name recognition,
larger  customer bases and significantly greater financial, sales and marketing,
manufacturing,  distribution,  technical and other resources, as a result, these
competitors  may  be  able to adapt more quickly to new or emerging technologies
and  changes  in  customer requirements. They may also be able to devote greater
resources  to  the  promotion  and  sale  of  their  products.

Moreover,  we  may  not  have  sufficient  resources to undertake the continuing
research  and  development  necessary  to  remain  competitive.  Competitors may
attempt  to  independently  develop similar designs or duplicate our products or
designs.  We  or  our  competitors may intentionally or unintentionally infringe
upon  or  misappropriate  products  or  proprietary  information. In the future,
litigation  may  be  necessary  to  enforce  intellectual  property rights or to
determine  the  validity and scope of the proprietary rights of others. Any such
litigation could be time consuming and costly. Currently we have no patents. Any
patent  or patents sub-licensed to us relating to current or future products may
be  challenged,  invalidated,  or  circumvented or the rights granted thereunder
will  may  not  be  held  valid  if  subsequently  challenged.

Our  products  are  based  on  technological  innovation. Consequently, the life
cycles  of  some  of  our  products can be relatively short. Our success depends
significantly on our ability to establish and maintain a competitive position in
this  field.  Our  products may not remain competitive in light of technological
developments  by  others.  Our  competitors  may  succeed  in  discovering  and
developing  technology  before we do that would render our technology, and hence
our  products,  obsolete  and  noncompetitive.

We  must  comply  with environmental regulations or we may have to pay expensive
penalties  or  clean  up  costs.

We  are  subject  to  federal,  state,  local  and foreign laws, and regulations
regarding  protection  of  the  environment, including air, water, and soil. Our
manufacturing  business involves the use, handling, storage, and contracting for
recycling  or  disposal  of,  hazardous or toxic substances or wastes, including
environmentally  sensitive  materials,  such as batteries, solvents, lubricants,
degreasing  agents, gasoline and resin. We must comply with certain requirements
for  the  use,  management, handling, and disposal of these materials. We do not
maintain  insurance  for  pollutant  cleanup  and  removal.  If  we  are  found
responsible  for any hazardous contamination, we may have to pay expensive fines
or penalties or perform costly clean-up. Even if we are charged, and later found
not  responsible,  for such contamination or clean up, the cost of defending the
charges  could  be  high.

If  we  do  not comply with government regulations, we may be unable to ship our
products  or  have  to  pay  expensive  fines  or  penalties.  We are subject to
regulation  by county, state and federal governments, governmental agencies, and
regulatory  authorities  from  several different countries. If we fail to obtain
regulatory  approvals or suffer delays in obtaining regulatory approvals, we may
not  be  able  to  marketing our products and services, and generate product and
service  revenues.  Further,  we  may not be able to obtain necessary regulatory
approvals.  Although  we  do  not  anticipate  problems  satisfying  any  of the
regulations  involved,  we  cannot  foresee  the possibility of new regulations,
which  could  adversely affect our business. Further our products are subject to
export limitations and we may be prevented from shipping our products to certain
nations  or  buyers.

We  rely  on  Proprietary  Designs  and  Rights and if we have to litigate those
rights,  our  expenses  could  substantially  increase.
Our  success  and  ability  to compete depend, in part, on the protection of its
designs and technology. In addition, our technology could infringe on patents or
proprietary  rights  of  others.  We  have  not  undertaken  or  conducted  any
comprehensive patent infringement searches or studies. If any third parties hold
any  conflicting rights, we may be required to stop making, using or selling our
products  or  to  obtain  licenses from and pay royalties to others. Further, in
such  event,  we  may  not  be  able  to obtain or maintain any such licenses on
acceptable  terms,  if  at  all.  We  may need to engage in future litigation to
enforce  intellectual  property  rights  or  the rights of customers, to protect
trade  secrets  or  to determine the validity and scope of proprietary rights of
others,  including  customers. This litigation could result in substantial costs
and diversion of resources and could materially and adversely affect our results
of  operations.

Insiders  can  exert  significant  control  over our policies and affairs. As of
December  31,  2003,  our  significant  shareholders,  Directors  and  Executive
Officers  will,  in the aggregate, beneficially own shares that can convert into
40.07%  of our outstanding common stock. These shareholders, if acting together,
will  be  able  to  exert  substantial  influence  over  all  matters  requiring
shareholder  approval,  including  amendments  to our Articles of Incorporation,
fundamental  corporate  transactions  such as mergers, acquisitions, the sale of
the  company,  and  other  matters  involving  the direction of our business and
affairs.  As  a result, although you may vote your shares, you will have limited
influence  on  our  business  and  management.

The holder of our Series B Preferred Stock can exercise significant control over
our  affairs  and  business.

Ashford  Capital,  LLC,  as  the holder of the 10 outstanding shares of Series B
Stock, has the right to vote, with the holders of common stock, on any matter to
which  the  common  stock  holders are entitled to vote, the number of shares of
common  stock  into  which the Series B Stock is convertible. In connection with
the  purchase,  Ashford  obtained,  but  has not exercised, the right to appoint
three  of  five of our directors. The Series B Stock was purchased pursuant to a
Series  B  Convertible  Preferred  Stock Purchase Agreement we entered into with
Ashford  Capital,  LLC  on  December  27,  2001. In connection with the Series B
Agreement,  we  amended our Articles of Incorporation by filing a Certificate of
Designation  with  the  Secretary  of  State  of  Colorado.  Under  the Series B
Designation,  each  share  of  Series  B  Stock  is  convertible  into 2% of the
outstanding  shares  of  our common stock, on a fully diluted basis, measured at
the  time  of the conversion. Ashford may convert the Series B Stock into shares
of  common  stock,  at  any  time,  however, shares not voluntarily converted by
December  27, 2004 of the Agreement shall automatically convert unless otherwise
extended.

We  depend  on  management  and  other  key  personnel and we may not be able to
execute  our  business  plan  without  their  services.

Our  success  and  our business strategy depends in large part on our ability to
attract  and retain key management and operating personnel. Such individuals are
in  high demand and are often subject to competing employment offers. We depends
to  a large extent on the abilities and continued participation of our executive
officers and other key employees, particularly Mike Watts, CEO, Tom Thebes, CFO,
and Garth Barrett, president of our TSG subsidiary. We do not presently maintain
"key  man"  insurance  on  any  employees.  We  believe  that, as our activities
increase  and  change  in  character,  additional, experienced personnel will be
required  to  implement  our  business  plan.  Competition for such personnel is
intense  and  we may not be able to hire them when required, or have the ability
to  attract  and  retain  them.

"Penny  Stock"  rules  may  make  buying  or  selling  our securities difficult.

Trading in our securities is subject to the Securities and Exchange Commission's
"penny  stock"  rules  and it is anticipated that trading in our securities will
continue  to be subject to the penny stock rules for the foreseeable future. The
Securities and Exchange Commission has adopted regulations that generally define
a  penny  stock  to  be any equity security that has a market price of less than
$5.00  per  share,  subject  to certain exceptions. These rules require that any
broker-dealer  who  recommends  our  securities  to  persons  other  than  prior
customers  and  accredited  investors  must,  prior  to the sale, make a special
written  suitability determination for the purchaser and receive the purchaser's
written  agreement to execute the transaction. Unless an exception is available,
the regulations require the delivery, prior to any transaction involving a penny
stock,  of a disclosure schedule explaining the penny stock market and the risks
associated  with  trading in the penny stock market. In addition, broker-dealers
must  disclose  commissions payable to both the broker-dealer and the registered
representative  and  current  quotations  for  the  securities  they  offer. The
additional  burdens  imposed  upon  broker-dealers  by  such  requirements  may
discourage  broker-dealers  from  recommending  transactions  in our securities,
which  could  severely  limit  the  liquidity of our securities and consequently
adversely  affect  the  market  price  for  our  securities.

Existing  stockholders  may  experience  significant  dilution  from the sale of
securities  pursuant  to  our  Investment  Agreement  with  Dutchess.

The  sale of shares pursuant to our Investment Agreement with Dutchess will have
a dilutive impact on our stockholders. As a result, our net income per share, if
any,  could decrease in future periods, and the market price of our common stock
could  decline.  In  addition, the lower our stock price at the time we exercise
our  put  option, the more shares we will have to issue to Dutchess to draw down
on  the  full  equity line with Dutchess. If our stock price decreases, then our
existing  stockholders  would  experience  greater  dilution.

Dutchess will pay less than the then-prevailing market price of our common stock
which  may  cause  our  stock  price  to  decline.

The  common  stock  to  be  issued  under  our  agreement  with Dutchess will be
purchased  at  a  7%  discount  to the lowest closing bid price for the ten days
immediately following our notice to Dutchess of our election to exercise our put
right.  These  discounted  sales  could  cause  the price of our common stock to
decline and you may not be able to sell our stock for more than you paid for it.

Our  securities  have been thinly traded on the over-the-counter bulletin board,
which  may  not  provide  liquidity  for  our  investors.

Our  securities  are  quoted  on  the  Over-the-Counter  Bulletin  Board.  The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market that
provides  significantly  less liquidity than the NASDAQ Stock Market or national
or  regional exchanges. Securities traded on the Over-the-Counter Bulletin Board
are usually thinly traded, highly volatile, have fewer market makers and are not
followed  by  analysts.  The Securities and Exchange Commission's order handling
rules,  which  apply  to  NASDAQ-listed  securities,  do not apply to securities
quoted on the Over-the-Counter Bulletin Board. Quotes for stocks included on the
Over-the-Counter  Bulletin Board are not listed in newspapers. Therefore, prices
for  securities  traded  solely  on  the Over-the- Counter Bulletin Board may be
difficult  to obtain and holders of our securities may be unable to resell their
securities  at  or  near  their  original  acquisition  price,  or at any price.

We  may  not  be able to access sufficient funds under the equity line of credit
with  Dutchess  when  needed.

We  will  depend  on external financing to fund our planned expansion. We expect
that these financing needs will be primarily met by our agreement with Dutchess.
However, due to the terms of the Investment Agreement, this financing may not be
available  in  sufficient amounts or at all when needed. As a result, we may not
be  able  to  grow  our  business  as  planned.

Investors  must contact a broker-dealer to trade over-the-counter bulletin board
securities.  As  a  result, you may not be able to buy or sell our securities at
the  times  that  you  may  wish.

Even  though  our  securities are quoted on the Over-the-Counter Bulletin Board,
the  Over-the-Counter  Bulletin  Board  may  not  permit  our  investors to sell
securities when and in the manner that they wish. Because there are no automated
systems  for negotiating trades on the Over-the-Counter Bulletin Board, they are
conducted  via  telephone.  In  times of heavy market volume, the limitations of
this  process  may  result  in  a  significant  increase in the time it takes to
execute  investor orders. Therefore, when investors place market orders an order
to  buy  or  sell  a specific number of shares at the current market price it is
possible  for  the  price  of  a stock to go up or down significantly during the
lapse  of  time  between  placing  a  market  order  and  its  execution.

We  do not intend to pay dividends in the foreseeable future; therefore, you may
never  see  a  return  on  your  investment.

We  do  not  anticipate the payment of cash dividends on our common stock in the
foreseeable  future.  We anticipate that any profits from our operations will be
devoted to our future operations. Any decision to pay dividends will depend upon
our  profitability at the time, cash available and other factors. Therefore, you
may  never  see a return on your investment. Investors who anticipate a need for
immediate  income  from  their  investment  should  not  purchase the securities
offered  in  this  prospectus.

Our stock price is volatile and you may not be able to sell your shares for more
than  what  you  paid.

Our  stock  price has been subject to significant volatility, and you may not be
able to sell shares of common stock at or above the price you paid for them. The
trading  price  of our common stock has been subject to wide fluctuations in the
past.  Since January 2002, our common stock has traded at prices as low as $0.07
per  share  and  as  high  as  $0.42  per  share.

The  market  price of the common stock could continue to fluctuate in the future
in  response  to  various  factors,  including,  but  not  limited  to:

-  quarterly  variations  in  operating  results;

-  our  ability  to  control  costs  and  improve  cash  flow;

-  announcements  of  technological  innovations  or  new  products by us or our
competitors;

-  changes  in  investor  perceptions;  and

-  new  products  or  product  enhancements  by  us  or  our  competitors.

The  stock  market  in  general  has  continued to experience volatily which may
further  affect  our  stock  price.  As such, you may not be able to resell your
shares  of  common  stock  at  or  above  the  price  you  paid  for  them.

IMPACT  OF  FINANCING  ON  SUBSIDIARIES.

The Company's equity and voting interests in subsidiaries could be significantly
diluted as a result of private placements, and further financings could cause us
to  lose  control of subsidiaries. We have historically funded the operations of
business  with  equity  financings.  In  order  to  continue  the  activities of
subsidiaries,  the  company  is  seeking direct equity investments to finance at
least  some  portion  of  business  plans. Such additional financings may not be
available  on  acceptable  terms,  it  at  all.

Even if financing becomes available, the Company's ability to enjoy the benefits
of  any  potential  increase in value on the part of subsidiaries can be greatly
reduced  by  third-party investments. Additional financings in subsidiaries will
result  in  a  reduction  in  equity  interests  in the subsidiaries and reduced
control of subsidiaries. Significant third-party investment in subsidiaries will
likely result in third-party investors receiving subsidiary board representation
and/or  protective  covenants  that  could  further  reduce  control  over  the
day-to-day  operations  and  strategic  direction  of  subsidiaries. Third-party
financings  of  subsidiaries  will  also  inherently  complicate  fiduciary  and
contractual  obligations  and  could leave the Company more vulnerable to costly
and  uncertain  litigation  in  the  future, which could have a material adverse
effect on the Company's business, financial condition and results of operations.

NO  ASSURANCE  OF  SUCCESSFUL  AND  TIMELY  PRODUCT  DEVELOPMENT.

Although  the  Company designs and sells vehicles, the Company's emphasis is the
sales  of  development  stage mine protected vehicle and the Company's future is
significantly  reliant  upon the success of the products. The Company's vehicles
and  proposed  enhancements  are at various stages of development and additional
development  and  testing  will  be required in order to determine the technical
feasibility  and  commercial  viability  of  the  products.

There can be no assurance that the Company's product development efforts will be
successfully  completed.  The  Company's  proposed  development  schedule may be
affected  by  a variety of factors, many of which will not be within the control
of  the  Company,  including  technological  difficulties, access to proprietary
technology  of  others,  delays in regulatory approvals, international operating
licenses,  and  the availability of necessary funding. In light of the foregoing
factors,  there can be no assurance that the Company will be able to complete or
successfully  commercialize  its  products.  The  inability  of  the  Company to
successfully complete the development of its new vehicles designs or to do so in
a  timely  manner,  could  force  the Company to scale back operations, or cease
operations  entirely.

Success  dependent  on  market  acceptance.

The  Company's  success  is  dependent on the market acceptance of its products.
Despite  the  increasing  demand  for  mine  protected  vehicles,  the Company's
products  represents an advanced approach to the industry, and market acceptance
of  the  Company's  products  will  be  dependent,  among other things, upon its
quality,  ease  of  use, speed, reliability, and cost effectiveness. Even if the
advantages  of  the Company's products are established, the Company is unable to
predict  how  quickly,  if  at  all,  the  products  will  be  accepted  by  the
marketplace.

Uninsured  claims  or  losses.

The  Company  may  obtain comprehensive insurance, including liability, fire and
extended  coverage,  as  is  customarily  obtained for businesses similar to the
Company.  Certain  types  of  losses  of  a  catastrophic nature, such as losses
resulting  from  floods,  tornadoes,  thunderstorms,  and  earthquakes,  are
uninsurable  or not economically insurable to the full extent of potential loss.
Such  Acts  of  God,  work  stoppages, regulatory actions or other causes, could
interrupt  production and adversely affect the Company's business, expansion and
results  of  operations.

The  Company  may be exposed to liability for personal injury or property damage
claims  relating  to  the  use  of  the  products.

A  wrongful  death  action  was  filed  against  the  Company in September 2000.
Although  the  Company  settled  the  lawsuit  and  it did not materially affect
business,  any  future claim against the Company for personal injury or property
damage  could materially adversely affect the business, financial condition, and
results  of  operations  and  result  in  negative  publicity.  There  can be no
assurance  that  the  Company  will  maintain insurance, experience legal claims
outside  of  its  insurance coverage, or in excess of its insurance coverage, or
that  insurance  will  not  cover.

Technological  obsolescence.

The  industry  is  subject  to  technological innovation. Consequently, the life
cycles  of  products introduced in this industry can be relatively short in some
instances.  The  Company's  success  depends  significantly  on  its  ability to
establish  and  maintain  a  competitive position in this field. There can be no
assurance  that  the  Company's  products  will  remain  competitive in light of
technological  developments  by  others.  There  can  be  no  assurance that the
Company's  competitors will not succeed in discovering and developing technology
in  advance of the Company that would render the Company's technology, and hence
its  products,  obsolete  and  noncompetitive.

LIMITATIONS  ON  DIRECTORS'  AND  OFFICERS'  LIABILITY.

The  Company's  Articles  of  Incorporation  provide,  as permitted by governing
Colorado  law, that a director or officer of the Company shall not be personally
liable  to  the Company, or its shareholders, for monetary damages for breach of
his  or  her  fiduciary  duty  of  care  as  a director or officer, with certain
exceptions.  In  addition,  the Company has agreed to indemnify its officers and
directors  to  the fullest extent permitted by Colorado law. Such provisions may
discourage  stockholders  from bringing a lawsuit against directors for breaches
of  fiduciary  duty  and  may also have the effect of reducing the likelihood of
derivative litigation against directors and officers even though such action, if
successful,  might  otherwise  have  benefited  the  Company's  stockholders. In
addition, a stockholder's investment in the Company may be adversely affected to
the  extent  that  the  Company,  pursuant  to  such  provisions,  pays costs of
settlement  and  damage  awards  against  the  Company's  officers or directors.

ADDITIONAL  RISKS

The  Company  is  subject  to many additional risks. The risks and uncertainties
described  outlined  above  are  not  a comprehensive list. Additional risks and
uncertainties  not  presently  known  or those the management does not currently
deem  material  may  also  affect  business  operations.

ITEM  8.  FINANCIAL  STATEMENTS

MANAGEMENT'S  REPORT:

Force  Protection's  management  is  responsible  for  the fair presentation and
consistency, in accordance with generally accepted accounting principles, of all
the  financial  information  included  in this Form 10-KSB. Where necessary, the
information  reflects  management's  best  estimates  and  judgments.

Management  believes  that  Force  Protection's system of control over financial
reporting  as of November 15, 2003, was effective and adequate to accomplish the
objectives described above. Force Protection's consolidated financial statements
have  been  audited  by Michael Johnson & Co., LLC., independent auditors. Their
audits  were  conducted in accordance with auditing standards generally accepted
in  the  United  States,  and  included  a  test of financial controls, tests of
accounting  records,  and  other  procedures as they considered necessary in the
circumstances.

Michael  Watts
Director,  CEO  Force  Protection
March  2,  2004

REPORT  OF  INDEPENDENT  AUDITORS:

Michael  Johnson  &  Co.,  LLC.
9175  Kenyon  Ave.,  #100
Denver,  CO  80237
Phone:  303-796-0099
Fax:  303-796-0137

                          INDEPENDENT AUDITOR'S REPORT

To  the  Board  of  Directors  and  Stockholders  of  Force Protection, Inc. and
subsidiary

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Force
Protection, Inc., and subsidiary (formerly known as Sonic Jet Performance, Inc.)
as  of  December  31,  2003 and 2002, and the related consolidated statements of
operations,  stockholders'  equity  (deficit)  and  cash flow for the years then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Force Protection, Inc, and
subsidiary,  at  December 31, 2003 and 2002, and the results of their operations
and  their  cash  flows  for the years then ended, in conformity with accounting
principles  generally  accepted  in  the  United  States.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements,  the  Company's  recurring losses from operations and its
difficulties  in  generating  sufficient  cash  flow  to meet its obligation and
sustain  its operations raise substantial doubt about its ability to continue as
a  going concern. Management's plans concerning these matters are also described
in  Note  1.  The financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



/s/  Michael  Johnson  &  Co.,  LLC
Michael  Johnson  &  Co.,  LLC
Denver,  Colorado
March  2,  2004

<TABLE>
<CAPTION>
                      FORCE PROTECTION INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

              For the Period ending DECEMBER 31 2003, 2002 and 2001

<S>                                        <C>                     <C>                        <C>
                                                  2003                        2002                 2001

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

ASSETS
Current Assets:
Cash                                          $  278,777                   $ 144,476             $  42,760
Restricted cash                                                                    -               201,004
Accounts receivable                              144,932                     166,242                 9,500
Inventories                                      827,337                     186,463               363,971
Other current assets                              60,000                     146,874                 7,731
                                           -----------------       -----------------            -----------
Total Current Assets                           1,311,046                     644,055               624,966
                                           -----------------       -----------------            -----------

Property and equipment, net                      309,068                     336,523              1,221,313
                                           -----------------       -----------------            -----------

Other Assets:
Licensing rights                                                             200,000                267,500
Goodwill                                               -                   1,434,873
                                             ---------------       -----------------            -----------
Total Other Assets                                     -                   1,634,873                267,500
                                             ----------------      -----------------            -----------

TOTAL ASSETS                                  $1,620,114                  $2,615,451             $2,113,779
                                             ----------------      =================         ==============
The  accompanying  notes  are  an  integral  part of these financial statements.
</TABLE>

<TABLE>
<CAPTION>
                      FORCE PROTECTION INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
              For the Period ending DECEMBER 31 2003, 2002 and 2001

<S>                                        <C>                        <C>                     <C>
                                                  2003                        2002                 2001
                                           -----------------           -----------------      -----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Account payable                                $715,066                 $ 873,544              $ 458,416
Accrued payroll taxes                            13,826                    38,690                 70,936
Other accrued liabilities                       197,469                   122,867                172,329
Current portion of capitalized
     lease obligations                                                          -                 12,236
Loans payable                                    536,162                   56,807                      -
General reserve                                                           424,947                224,947
Deferred Revenue                                 209,175
                                             -------------        ----------------        ----------------
 Total Current Liabilities                     1,671,698                1,516,855                938,864
                                             -------------        ----------------        ----------------

Long-term debt:
Long-term accrued liabilities                    176,961                  227,414                       -
Note payable - long-term                          32,461                   67,732                       -
                                             -------------         ----------------        ----------------
  Total long-term                                209,422                  295,146                       -
                                             -------------         ----------------        ----------------

TOTAL LIABILITIES                              1,881,120                 1,812,001                938,864
                                             -------------         ----------------         ---------------

Shareholders' equity:
Preferred stock: no par value, 10,000,000
  shares authorized, issued and outstanding
   Series A convertible preferred stock
   no share issued and outstanding                     -                         -                      -
   Series B convertible preferred stock,
    1 share issued and outstanding                 25,000                  25,000                  25,000
   Series C convertible preferred stock,
   issued and outstanding,
   34 and 5 shares respectively                  1,294,000                340,000                  50,000
Common stock, no par value, 300,000,000
  shares authorized, issued and outstanding
 122,280,238 and 29,016,461 respectively        19,403,349             15,985,256              12,015,715
Warrants                                           689,726                692,226                      -
Shares committed to be issued                       30,924                143,350                  93,205
Accumulated deficit                            (21,704,005)           (16,382,382)            (11,009,005)
                                             ---------------       ----------------         --------------
  Total stockholders' equity                      (261,006)               803,450               1,174,915
                                             ---------------       ----------------         --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $1,620,114            $ 2,615,451             $ 2,113,779
                                             ================      ================        ================
The  accompanying  notes  are  an  integral  part of these financial statements.
</TABLE>


<TABLE>
<CAPTION>
                      FORCE PROTECTION INC. AND SUBSIDIARY
                          CONSOLIDATED INCOME STATEMENT
        For  the  Period  ending  DECEMBER  31  2003,  2002  and  2001
                                  (in dollars)

<S>                                 <C>               <C>                          <C>
                                      2003                      2002                         2001
                                   --------------     ------------------            ----------------
NET SALES                           $6,247,285              $ 2,606,634                 $ 1,199,047

COST OF SALES                        4,442,418                1,877,495                     896,084
                                   --------------     ------------------            ----------------

GROSS PROFIT                         1,804,867                  729,139                     302,963
                                   --------------     ------------------            ----------------

OPERATING EXPENSES:
General and administrative            2,095,339               4,704,249                   1,501,864
Impairment losses - goodwill          1,917,747               1,400,000                           -
                                     ------------     ------------------            ----------------
  Total Operating Expenses            4,013,086               6,104,249                   1,501,864
                                     ------------     ------------------            ----------------

Loss from operations                 (2,208,219)             (5,375,110)                 (1,198,901)
                                     ------------     ------------------            ----------------

OTHER INCOME (EXPENSE):
Interest income                                -                  3,227                       7,056
Other income                              41,668                 41,435                     172,258
Interest expense                        (222,894)               (42,929)                    (24,938)
Extraordinary loss                                                    -                    (393,293)
                                     ------------     ------------------            ----------------
  Total Other Income (Expenses)         (181,226)                 1,733                    (238,917)
                                     ------------     ------------------            ----------------

NET LOSS                             $(2,389,445)          $(5,373,377)                $(1,437,818)
                                     ============      ==================            ================

Loss from Discontinued Operations    $(2,932,179)                    -                            -

Net Loss                             $(5,321,623)          $(5,373,377)                 $(1,437,818)
                                     =============     ==================           =================

Basic loss per common share              $ (.054)            $ (0.13)                    $ (0.08)
                                     -------------     ------------------            ----------------
Diluted loss per common share            $ (.028)            $ (0.09)                    $ (0.07)
                                     -------------     ------------------            ----------------

Weighted-average shares used to compute:
Basic loss per share                  98,221,830             40,697,802                  15,847,263
                                     -------------     ------------------            ----------------
Diluted loss per share               186,760,559             61,421,885                  23,816,716
                                     -------------     ------------------            ----------------
The  accompanying  notes  are  an  integral  part of these financial statements.
</TABLE>


<TABLE>
<CAPTION>
                      FORCE PROTECTION INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       For the year ended December 31,2003
<S>                        <C>          <C>           <C>             <C>         <C>            <C>
                                                                                   Additional
                               Preferred Stock               Common Stock            Paid-In
                            Shares        Amount         Shares         Amount       Capital      Warrants
                           ----------  -------------  -------------  -------------  -------------  -------
Balance, December 31, 1999     1,600    $ 1,500,000     12,676,000      3,618,194    $ 272,000 $   316,026

Issuance of common stock for
 cash                              -              -        348,767        710,583            -           -
Capital changes due to debt
 financing                         -              -              -              -      826,000     708,601
Cumulative translation adjustment  -              -              -              -            -          -
Net loss                           -              -              -              -            -           -
                           ----------  -------------  -------------  -------------  -------------  --------
Balance, December 31, 2000     1,600      1,500,000     13,024,767      4,328,777    1,098,000   1,024,627
                           ----------  -------------  -------------  -------------  ------------- ---------
Issuance of common stock for
 services                          -              -      4,841,969      6,186,938   (1,098,000) (1,024,627)
Conversion of preferred stock
  into common stock           (1,600)    (1,500,000)     1,467,200      1,500,000
Issuance of preferred stock        6         75,000              -              -            -           -
Cumulative translation adjustments -              -              -              -            -           -
Net loss                           -              -              -              -            -           -
                           ----------  -------------  -------------  -------------  -------------  --------
Balance, December 31, 2001         6         75,000     19,333,936     12,015,715            -           -
                           ----------  -------------  -------------  -------------  -------------  --------
Issuance of common stock for
 services                          -              -     47,086,879      3,858,083            -           -
Issuance of preferred stock       31        310,000              -              -            -           -
Conversion of preferred stock
 into common stock                (2)       (20,000)       564,706         20,000            -           -
Beneficial conversion feature      -              -              -              -            -     692,226
Stock issued in lieu of debt       -              -      4,572,897         91,458            -           -
Net loss                           -              -              -              -            -           -
                           ----------  -------------  -------------  -------------  -------------  --------
Balance, December 31, 2002        35       $365,000     71,558,418    $15,985,256            -   $ 692,226
                           ==========  =============  =============  =============  =============  ========
Issuance of common stock for
 services                          -              -      7,319,836        284,884            -           -
Issuance of preferred stock       98        990,000              -               -           -           -
Issuance of common stock for
 cash                                                   42,151,984      3,045,709
Conversion of preferred stock
 into common stock                                               -              -            -           -
Beneficial conversion feature     (3)      (36,000)              -              -            -      (2,500)
Stock issued in lieu of debt       -              -      1,250,000         87,500            -           -
Net loss                           -              -              -              -            -           -
                           ----------  -------------  -------------  -------------  -------------  --------
Balance, December 31, 2003       130    $ 1,319,000    122,280,238     19,403,349            -    $ 689,726
                           ==========  =============  =============  =============  =============  ========

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

<TABLE>
<CAPTION>
                      FORCE PROTECTION INC. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
                                EQUITY Continued
                       For the year ended December 31,2003
<S>                                        <C>          <C>                <C>               <C>
                                                         Accumulated
                                              Shares       Other
                                            Committed   Comprehensive     Accumulated
                                         to be issued     Income             Deficit          Total
                                          -----------  -----------         ---------------  ------------
Balance, December 31, 1999                  $799,455     $ (4,943)         $(2,132,207)     $4,368,525
                                                                                                     -
Issuance of common stock for                                                                         -
 cash                                       (655,583)           -                    -          55,000
Capital changes due to debt
 financing                                         -            -                    -       1,534,601
Cumulative translation adjustment                  -       25,273                    -          25,273
Net loss                                           -            -           (7,458,046)     (7,458,046)
                                          -----------  -----------        ---------------  ------------
Balance, December 31, 2000                   143,872       20,330           (9,590,253)     (1,474,647)
                                          -----------  -----------        ---------------  ------------
Issuance of common stock for
 services                                    (50,667)     (20,330)              20,332       4,013,646
Conversion of preferred stock
  into common stock                                                                                  -
Issuance of preferred stock                        -            -                    -          75,000
Cumulative translation adjustments                 -            -               (1,266)         (1,266)
Net loss                                           -            -           (1,437,818)     (1,437,818)
                                          -----------  -----------  -     --------------  ------------
Balance, December 31, 2001                    93,205            -          (11,491,879)      1,174,915
                                          -----------  -----------  -     --------------  ------------
Issuance of common stock for
 services                                     50,145            -                    -       3,908,228
Issuance of preferred stock                        -            -                    -         310,000
Conversion of preferred stock
 into common stock                                 -            -                    -               -
Beneficial conversion feature                      -            -                    -         692,226
Stock issued in lieu of debt                       -            -                    -          91,458
Net loss                                           -            -           (5,373,377)     (5,373,377)
                                          -----------  -----------  -     --------------  ------------
Balance, December 31, 2002                  $143,350          $ -         $(16,382,382)      $ 803,450
                                          ===========  ===========       ===============  ============
Issuance of common stock for
 services                                   (112,426)           -                    -         172,458
Issuance of common stock for
 cash                                              -            -                    -       3,045,709
Issuance of preferred stock                        -            -                    -         990,000
Conversion of preferred stock
 into common stock                                 -            -                    -               -
Beneficial conversion feature                      -            -                    -         (38,500)
Stock issued in lieu of debt                       -            -                    -          87,500
Net loss                                           -            -           (5,321,623)     (5,321,623)
                                          -----------  -----------  -      --------------  ------------
Balance, December 31, 2003                  $ 30,924          $ -         $(19,644,292)     $ (261,006)
                                          ===========  ===========        ===============  ============
The  accompanying  notes  are  an  integral  part of these financial statements.
</TABLE>

<TABLE>
<CAPTION>
                      FORCE PROTECTION INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2003 AND 2002

<S>                                                      <C>              <C>                <C>
                                                            2003                2002                2001
                                                         ------------     --------------      ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                 $ (2,389,445)    $(5,373,377)        $(1,437,818)
 Loss from discontinued operations                          (2,932,179)
 Adjustments to reconcile net loss to net cash (used in)
  provided by operating activities:
    Depreciation and amortization                            (343,511)         245,807             141,314
    Royalty                                                                     60,000                   -
    Goodwill Impairment                                      1,917,747        1,400,000                  -
    Restructuring Expense                                     (224,947)              -                   -
    Deferred Revenue                                           209,175               -                   -
Write off of molds and tools on discontinued product                 -       1,020,000                   -
Write off Dalian Sonic Jet Co, Ltd inventory                                         -               5,863
    Write off investment in Dalian Sonic Jet Co., Ltd                                -              393,292
    Provision for China inventory and assets                                   368,492                   -
    Common stock issued for services                           284,884         528,834              96,080
    Common stock committed for services                                              -              93,205
    Stock issued in lieu of debt                                87,500         (74,311)           (164,335)
    Write down of assets                                                     1,400,000
    Bad debts                                                 (57,950)          36,500             152,970
    Beneficial conversion feature - warrants                   (2,500)         692,226             100,000
   Change in assets and liabilities:
     Decrease (increase) in accounts receivable                64,528         (206,650)             36,261
     Decrease (increase) in other receivable                   27,714                -              (4,281)
     Decrease (increase) in inventories                       (640,874)       (150,411)            205,069
     Decrease (increase) in due from related parties                                 -             (32,084)
     Decrease (increase) in other current assets               (54,000)       (139,143)
     Increase (decrease) in accounts payable                  (173,598)        125,557             430,546
     Increase (decrease) in accrued payroll taxes              (24,864)        (32,246)              2,450
     Increase (decrease) from customers                                         50,000                   -
     Increase (decrease) in other accrued liabilities          (119,160)       (49,462)          (138,940)
                                                             -----------   ------------        ------------
NET CASH USED IN OPERATING ACTIVITIES                        (4,371,480)     (1,498,184)         (120,408)
                                                             -----------   ------------        ----- ------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Restriced cash                                                              201,004                2,116
   Purchase of property and equipment                          (60,713)              -              (2,645)
   Proceeds from sale of assets                                294,862               -                    -
   Investment in Technical Solutions Group                     (21,546)       (505,000)                   -
                                                            -----------   -------------        ------- ----
NET CASH USED IN INVESTING ACTIVITIES                          212,603        (303,996)               (529)
                                                            -----------   -------------        ------------
The  accompanying  notes  are  an  integral  part of these financial statements.
</TABLE>


<TABLE>
<CAPTION>
                      FORCE PROTECTION INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2003 AND 2002

<S>                                                   <C>              <C>                 <C>
                                                        2003                2002                2001
                                                    ------------     --------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from convertible debt - related party                                   -               125,000
  Proceeds from (payments on) capitalized lease                              (12,236)               (1,432)
  Issuance of common stock, net                       3,045,709            1,425,825                     -
  Issuance of preferred stock, net                      954,000              290,000                     -
  Proceeds from stock commitment                       (112,426)             143,500                     -
  Proceeds from loans                                   405,895               56,807                     -
                                                     -----------      ---------------       ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES             4,293,178             1,903,896              123,568
                                                     -----------      ---------------       ---------------

NET (DECREASE) INCREASE IN CASH                        134,301               101,716                 2,631

CASH - beginning of period                             144,476                42,760                40,129
                                                     ------------     ---------------       ---------------

CASH - end of period                                  $278,777             $ 144,476              $ 42,760
                                                       ============     ===============     ===============

Supplemental disclosures of cash flow information:
Interest paid  (includes factoring)                   $ 322,992             $ 8,184               $ 24,937
                                                     ============     ===============       ===============
 Income taxes paid                                         $ 0                 $ 800                 $ 800
                                                     ============     ===============         =============
</TABLE>


Supplemental  schedule  of  non-cash  investing  and  financing  activities:

During the year ended December 31, 2003, the Company issued 4,019,836 restricted
shares  of  common  stock  valued  at  $297,134  in  connection  with settlement
agreements  and  outstanding  debts  owed  by  the  Company  under  various loan
agreements.  $  297,134

During the year ended December 31, 2002, the Company issued 9,972,020 restricted
shares  of  common  stock  valued  at $963,626 in connection with the settlement
agreement  of  all  outstanding  debts  owed  by  the Company under various loan
agreements.  $  963,626

During the year ended December 31, 2001, the Company issued 6,309,169 restricted
shares  of  common  stock valued at $6,044,961 in connection with the settlement
agreement  of  all  outstanding  debt owed by the Company under loan agreements,
agreement  between  the  Company  and  Plaintiffs  in  "Wrongful death case" and
outstanding  amounts  owed  to  employee  and  other  expenses.  $  6,044

During  the  year  ended  December  31,  2001,  the Company recorded $93,205 for
settlement  with  employees and consultants by committing to issue shares, which
represents  the Company's committed-to-issue 1,656,695 shares of common stock. $
93,205

During the year ended December 31, 2002, the Company issued 6,000,000 restricted
shares  of  common stock valued at $1,200,000 in connection with the acquisition
of  Technical  Solutions  Group,  Inc.
                                   $1,200,000

Cash  from  investing  and  financing  activities  exclude  the  effect  of  the
acquisition  of  real  property  through  the  assumption  of  debt.

The  accompanying  notes  are  an  integral  part of these financial statements.

                      FORCE PROTECTION INC. AND SUBSIDIARY
              STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
                     For the period ending December 31, 2003
                                  (in dollars)



Net Income                              $(5,321,623)

Other Comprehensive Income,
   Net of tax                                     -
                                     ---------------

Comprehensive Income                    $(5,321,623)

The  accompanying  notes  are  an  integral  part of these financial statements.

                             FORCE PROTECTION, INC.
                     (formerly Sonic Jet Performance, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

NATURE  OF  THE  BUSINESS:

Force Protection, Inc. (the "Company) designs, manufactures and markets mine and
blast  protected  vehicles.

GENERAL  STATEMENT

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.

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:

PRINCIPLES  OF  CONSOLIDATION

The  consolidated financial statements include the accounts of Force Protection,
Inc.,  and  Technical Solution Group, Inc. for the year ended December 31, 2003.
All  inter-company  balances  and  transactions are eliminated in consolidation.

GOING  CONCERN

The  accompanying consolidated financial statements have been prepare 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 the Company incurred losses
of $5,321,623 and its current liabilities exceed its current assets by $360,652.

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

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

COMPREHENSIVE  INCOME  (LOSS)

Comprehensive  loss  is equal to net loss for the years ended December 31, 2000,
2001,  2002  and  2003.

CASH  EQUIVALENTS

For  purposes  of  reporting cash flows, the Company considers all highly liquid
debt  instruments  purchased  with  maturity  of three months or less to be cash
equivalents.  Cash  equivalents  consist  primarily  of United States government
securities.

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.

PROPERTY,  PLANT  AND  EQUIPMENT

Property  and  equipment  are  stated  at  cost or at the value of the operating
agreement.  Additions  and  improvements  are  capitalized;  these  include  all
material,  labor  and  engineering cost to design, install or improve the asset.
Routine  repairs  and  maintenance  are  expensed  as incurred. Depreciation and
amortization  are  computed  using  the  straight-line method over the following
estimated  useful  lives:


                  Building and improvements                        20 years
                  Furniture and fixtures                            7 years
                  Machinery and equipment                           7 years
                  Tooling and molds                                 7 years
                  Vehicles                                          7 years

Impairment of Long-Lived Assets


The  Company  reviews  long-lived  assets  to  be  held  and used for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may  not be recoverable. If the sum of the expected future cash flows
(undiscounted  and without interest charges) is less than the carrying amount of
the asset, the Company would recognize an impairment loss based on the estimated
fair  value  of  the  asset.

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.

Goodwill,  which  represents the excess of purchase price over fair value of net
assets,  acquired  in the acquisition of Technical Solutions Group, Inc. in June
2002.  The  Company  follows  SFAS  142,  Goodwill  and Intangible Assets, which
requires  the  Company  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 as "as-if" purchase price.

FOREIGN  CURRENCY  TRANSACTION

Assets and liabilities in foreign currencies are translated at the exchange rate
prevailing  at  the  balance sheet date. Revenues and expenses are translated at
the  exchange  rate  prevailing at the transaction date, and the resulting gains
and  losses  are  reflected  in  the  statements of operations. Gains and losses
arising from translation of a subsidiary's foreign currency financial statements
are  shown  as  a  component  of  stockholders'  equity (deficit) as accumulated
comprehensive  income  (loss).

INCOME  TAXES

The  Company uses the asset and liability method of accounting for income taxes.
The  asset  and  liability method accounts for deferred income taxes by applying
enacted  statutory  rates  in effect for periods in which the difference between
the  book  value  and  the  tax bases of assets and liabilities are scheduled to
reverse.  The  resulting  deferred tax asset or liability is adjusted to reflect
changes  in  tax  laws  or  rates.  Because the Company has incurred losses from
operations,  no benefit is realized for the tax effect of the net operating loss
carry-forward  due  to  the  uncertainty  of  its  realization.

LOSS  PER  SHARE

The Company utilizes 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.

ESTIMATES

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.

REVENUE  RECOGNITION

The  Company's  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.

INTERNAL  CONTROLS

TSG  is a relatively new company with limited staff resources. Internal controls
have  been  put  in  place  and  are  evolving  as  the  company  grows.

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  December  31,  2003  consisted  of  the  following:

Raw materials and supplies         $100,217
Work in process                     674,419
Finished goods - Demo                52,701
Finished Goods                            0
Less: Provision                           0

Total Inventories                  $827,337

NOTE  4  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  December  31,  2003  consisted  of  the following:


Furniture and fixtures         $125,074
Machinery and equipment         307,490
Tooling - new products                -
Design rights                         -
Vehicles                            500
Demo vehicles                   192,530
  Less depreciation and
      amortization             (316,526)

Total property and equipment   $309,068



Depreciation  expense  for  the  year  ended  December  31,  2003  was $104,334.

NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES

LEASES

On  October  10,  2003, TSG entered into a lease agreement with Intertech Group,
Inc.  to  lease 86,000 square feet of manufacturing and administrative space and
transfer  the  Company's  executive  offices  at the end of October, 2003 to new
facilities  at 9801 Highway 78, Building No. 3, Ladson, South Carolina. 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. The prior
landlord  has  agreed to terminate its lease at the Company's prior headquarters
located  at  2031  Avenue  B,  Building 44, North Charleston, South Carolina, in
exchange  for  payment of rent at this prior facility through November 30, 2003.

The  Company  has terminated its month-to-month lease in Stanton, California and
transferred  its  headquarters  to  Ladson,  South  Carolina.  Additionally, the
month-to-month  warehouse  lease in Riverside, California was terminated with no
penalty  to  the  Company.  The  Company  has no remaining obligations under the
terminations. The Company's wholly owned subsidiary in China has been dissolved.
The  Company  has  no  ongoing  obligations  in  Nanning,  China.

ROYALTY/LICENSING  AGREEMENTS

On  December 27, 2001, the Company entered into a new license agreement covering
the  design  and  other  rights,  with  Mardikian  Marine Design, an entity that
includes two of the Company's larger shareholders, and a principal of the holder
of  the  Company's  Series  B  preferred stock. The Company paid all outstanding
obligations  under  the  agreement  for  2002  in  the first quarter of 2003; in
addition  the  Company  paid  all  outstanding  obligations  under the agreement
through  June  2003.  The  remaining  obligation  under  the agreement remain in
dispute and is the subject of a claim by a member of Mardikian Marine Design and
a  counter  suit  against  a  member  of  Mardikian  Marine  Design.  One of the
principals  of Mardikian Marine Design has informed the Company of his intention
to revoke the licensing agreement to the Company and has filed a lawsuit against
the  Company  (discussed  in  Part  1,Item  3  of  this  Form  10-KSB).

NOTE  6  -  STOCK  COMPENSATION  PLAN

On  September 30, 2003, the Company adopted a Directors and Consultants Retainer
Stock  Plan.  A total of 5,000,000 shares can be issued under this plan and were
registered under a Form S-8 registration statement filed with the Securities and
Exchange  Commission  on  November 7, 2003, and declared effective on that date.
The  purposes  of the plan are to enable the Company to promote the interests of
the  Company  and its shareholders by attracting and retaining both employee and
non-employee  directors  and consultants by paying their retainer or fees in the
form  of  free  trading shares of the Company's common stock. No shares have yet
been  issued  under  this  plan.

The  Company's  July  2000  Employee  Stock  Compensation  Plan provides for the
granting of stock options to employees and certain consultants of the Company. A
total  of  2,000,000 shares of common stock have been reserved for issuance upon
exercise  of  options granted under the plan. Securities authorized for issuance
under  equity  compensation  plans:

<TABLE>
<CAPTION>
<S>                                    <C>                      <C>                    <C>
                                        Number of securities    Weighted average       Number of securities
                                         to be issued upon     exercise price of for    remaining available
                                           exercise of               future             outstanding options
                                       outstanding options
Plan Category
Equity compensation plans approved by
security holders                        (a) 1,987,829           (b) $0.11                 (c) 12,171
Equity compensation plans not
approved by security holders                 ________                ____                     _____
Total:                                  (a) 1,987,829           (b) $0.11                 (c) 12,171
</TABLE>


NOTE  7  -  SALE  OF  ASSETS

Effective  July  1,  2003  and  modified  on  September  15,  2003,  the Company
transferred  the  sales  activity  and  right  to  use  the  Stanton, California
facility,  and transferred certain boat assets of the fire and rescue operations
to its subsidiary, Rockwell Power Systems Inc. ("RPSI"). The Company then agreed
to  accept  shares  from Xtreme Companies, a public traded company trading under
the  symbol XTRI.OB on the Bulletin Board. Under the agreement, Force Protection
agreed  to  distribute  the  shares it received to its shareholders of record on
December  5,  2003.  In  addition  Force  Protection  is  to receive $500,000 in
preferred  Series A stock of Xtreme for a list of tangible and intangible assets
included  as  part  of  the  original  asset  sale  agreement.

NOTE  8  -  OTHER  TRANSACTIONS

RIGHTS  OF  SERIES  B  AND  SERIES  C  PREFERRED  SHAREHOLDERS.

Under  the  original  agreements for Series B and Series C preferred shares, the
conversion rights were extended to December 27, 2004 from the previous mandatory
conversion  of  December  27,  2003. The extension was agreed to in exchange for
waiving  the time provisions for the filing of the registration statement by the
registrant.

CAPITAL  STOCK  TRANSACTIONS

During the nine months ended September 30, 2003, two restricted shares of Series
C  preferred  stock  were  redeemed, ten shares were issued to Garth Barrett, an
employee,  two  shares  to  Russell  Miller,  a consultant advising on strategic
issues,  and  one share was committed to Scott Ervin, a director of the company,
in exchange for a loan of $50,000 to the Company, leaving a balance of 45 shares
of  Series  C  preferred  stock outstanding and committed at September 30, 2003.

The Company issued to Scott Ervin, a director, as compensation in such capacity,
restricted  shares  of  common  totaling  250,000  in  the  third  quarter 2003.

During  the  three  months and nine months ended September 30, 2003, the Company
issued  or  committed  to  be  issued 195,085 and 3,300,000 restricted shares of
common  stock,  respectively,  to five companies and individuals (Regent Capital
West,  Albert Mardikian, Ashford Capital LLC., R. James Consulting, and Harrison
Douglas, Inc.) in connection with compensation under the private placement being
conducted  by  the  Company.

During  the  three  months and nine months ended September 30, 2003, the Company
sold  a  total of 2,245,000 and 25,924,000 restricted shares of common stock and
warrants,  respectively,  to  investors  pursuant  to  its  private  placement
memorandum,  generating  net  proceeds  of  $88,981 and $1,299,900 respectively,
pursuant  to  the sale of common stock units. Each common stock unit consists of
(a)  50  restricted  shares  of  common stock of the Company, (b) one warrant to
purchase  25  restricted  shares  of  common stock of the Company at an exercise
price  of  $0.20 per share, and (c) one warrant to purchase 25 restricted shares
of common stock, at an exercise price of $0.30 per share (which was subsequently
reduced  to  $0.01  per  share,  of  which  all  warrants  were  exercised).

EMPLOYMENT  AGREEMENTS.

During  the  second  quarter  of 2003, the Company negotiated certain changes in
employment  agreements  with  certain  of  its  officers.

Under  a  previous  agreement,  the Company was to issue Mr. Watts a warrant for
2,000,000  restricted  shares of common stock at $0.07 a share with full vesting
rights  as  of  July  1, 2002, plus a warrant for 1,000,000 restricted shares of
common  stock  at $0.07 a share vesting on the June 30, 2003, plus a warrant for
1,000,000 restricted shares of common stock at $0.07 a share vesting on June 30,
2004, plus 10 shares of Series "C" preferred or the equivalent in common shares.
These issuances were modified to be grants, effective July 1, 2002, of 2,000,000
shares  of  S8  common  stock,  plus a warrant for 1,000,000 S8 shares of common
stock  at  $0.07  exercisable  on June 20, 2003, plus a warrant for 1,000,000 S8
shares  of  common  stock  exercisable  on  June  20,  2004.

Garth  Barrett  is  to  receive a salary plus a grant of 10 shares of series "C"
preferred  stock.

On  April  1,  2003, the Company entered into an agreement with Frank Kavanaugh,
the  Company's  director  of  business development, for a salary, and a grant of
500,000 restricted shares of the Company's common stock. Also, during June 2003,
Mr.  Kavanaugh  was  granted 750,000 restricted shares of common stock that were
committed  in  June  of 2002, for consulting services as interim general manager
during  the  second  and  third  quarters  of  2002.

In  connection  with  the restructuring of the Company, it entered into a verbal
termination  agreement with Madhava Rao Mankal. The agreement stipulates that he
will assist the Company as a consultant for 90 days beginning October 1, 2003 at
the  same  salary,  without  benefits, and receive a grant of 600,000 restricted
shares of stock in September, 2003. On December 31, 2003 Mr. Mankal will be paid
90 days termination based on his annual rate of salary of $64,800. In June 2003,
Mr.  Mankal received 200,000 restricted shares of common stock for the first and
second  quarters  of 2003 in connection with his employment contract dated March
17,  2003, and in September 2003 he received 600,000 restricted shares of common
stock  in  connection  with  his  termination  agreement.

During  the  third  quarter  of  2003, the Company also negotiated a termination
agreement  with  Hratch  Khedesian, the Company's former production manager. Mr.
Khedesian  received  660,000  restricted  shares  of  common  stock  in  2003 in
connection  with  his  employment contract dated January 2, 2002 and termination
agreement.  In  addition  Mr.  Khedesian  will  receive future payments totaling
$58,000  over  the  next two years. Executive officer compensation is subject to
review  on  a  periodic  basis  by  the  board  of  directors.

ACQUISITION  OF  TSG  INTERNATIONAL,  INC.

As part of the purchase of TSG International, Inc. (which owns 100% of Technical
Solutions  Group,  Inc.,) in July 2002 (see 2002 Form 10- KSB), Ashford Capital,
LLC,  an  advisor  to the transaction and a shareholder of the Company, received
shares  equal  to  10%  of  TSG  International,  Inc.  in the form of a Series A
preferred  stock.  An agreement was reached in April of 2003 under which Ashford
Capital,  LLC  could  exchange  each  shares of TSG International, Inc. Series A
preferred  stock  for  50  shares of the Company's Series C preferred shares, by
**notifying  the  Company  by  October  15,  2003.

In  September  2003,  Ashford Capital, LLC and the Company's CEO, Michael Watts,
reached  an  agreement  under  which  the  TSG Series A preferred shares and the
rights associated with the Series A preferred shares were purchased by Mr. Watts
in  a  private  sale  between  the parties. On October 12, 2003, the Company was
notified  of Ashford Capital, LLC's intention to exercise its option to exchange
its TSG International, Inc. preferred stock for the Company's Series C preferred
stock.  Under  the terms of the agreement, Mr. Watts will exchange each share of
his  TSG  International,  Inc. stock for 50 shares of Company Series C preferred
stock effective October 15, 2003. As a result, the Company will hold 100% of TSG
International,  Inc.

REDEMPTION  OF  SERIES  C  PREFERRED  STOCK

Under  the  terms  of  the  Series C preferred stock, as reflected in an amended
Certificate  of  Designation, shareholders could redeem each preferred share for
$12,000  after  a  certain  date. Under these terms, Noriaki Sasaki notified the
Company  of his request to redeem 10 shares of the Series C preferred stock at a
schedule  to  be provided by the Company. The Company has agreed to a redemption
schedule  and  has redeemed 2 of the 10 shares. The remaining 8 shares should be
redeemed by January 2004. Subsequently, the remaining Series C shareholders have
waived  the  redemption  rights  in  return  for  an  extension of the mandatory
conversion  dates  (see  2002  Form  10-KSB).

NOTE  9  -  INCOME  TAXES

There has been no provision for U.S. federal, state, or foreign income taxes for
any  period  because  the Company has incurred losses in all periods and for all
jurisdictions.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred  tax  assets  are  as  follows  as  of  December  31,  2002:


Deferred tax assets:
Net operating loss carry forwards                     $11,954,500
Future deduction for intangible assets                  1,612,013
Future deduction for reserves & others                  1,880,682
Less valuation allowance                              (15,447,195)
                                                      ------------

    Net deferred tax assets                           $         -
                                                      ============


Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the  timing and amount of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance. As of December 31, 2002,
the  Company  had net operating loss carry forwards of approximately $11,954,500
for federal and state income tax purposes. These carry forwards, if not utilized
to  offset  taxable  income  begin  to  expire  in  2007. Utilization of the net
operating  loss  may  be  subject  to  substantial  annual limitation due to the
ownership  change  limitations provided by the Internal Revenue Code and similar
stat provisions. The annual limitation could result in the expiration of the net
loss  before  utilization.

NOTE  10  DISCONTINUED  OPERATIONS

Discontinued  operations  follows  SFAS  no.  144.  The  loss  from discontinued
operations  consist of impairment loss, the loss or gain from actual operations,
and  the gain/loss on the disposal of assets. All these accounts are included in
discontinued  operations  in  the  period  in  which  they  occur.

On  October  1,  2003,  Force  Protection  discontinued  operations  of its boat
division  from its ongoing operations as the result of the asset disposal. Force
Protection  does not have any continuing involvement in the operations after the
disposal.

We  anticipate  "subsequent  adjustments"  in  2004  for  settlement of employee
severance  and  any  potential  warranty  claims.

Discontinued operations:
      Loss from operations including
      Impairment loss                            $2,932,179

      Income tax benefit                                  -
                                                 -----------
Loss from Discontinued Operations                $2,932,179


NOTE  11  CONTINGENCY  LOSSES

A  potential  liability  from the discontinued boat operation exists. During the
2001-2002  time  frame,  the  company  experienced a hull quality problem with a
foreign  distributor.  The  issue has been satisfied however a $29,000 potential
exposure  remains. The company believes the probability of this exposure is very
low.

A  potential  liability  from the discontinued boat operation exists. There is a
lawsuit  pending  in  Texas  seeking $42,495 and legal fee. The claim has arises
over  charges  of  vessel defects, specifically the motor supports creating hull
damage.

There  has  been  no  adjustment  to  the  financial statements reflecting these
potential  liabilities.

NOTE  12  RECEIVABLES

During  2003  we  factored  our  receivables  at  3%.

NOTE  13  GOODWILL

The  impairment  expense for 2002 was $1,400,000. $482,874 was reclassified from
"Investment  in TSG" to Goodwill during the 4th quarter. The goodwill impairment
expense  for  2003 was $1,917,747. There is no goodwill remaining on the balance
sheet  as  of  December  31,  2003.

NOTE  14  RESTRUCTURING  EXPENSES  -  NET

The  Company implemented restructuring actions to streamline operations and exit
the  boat  business. These actions include workforce reductions, rationalization
and  the  exit of the boat business. Charges and credits related to discontinued
operations  are  included  in  income  (loss)  from  operations  of discontinued
operations.  As of December 31, 2003, there is no longer a restructuring reserve
on  the  balance  sheet.  Restructuring  expense  for  2003  was  $224,947.

SFAS  146  requires  that  a  liability  for  a  cost associated with an exit or
disposal  activity  be recognized and measured initially at fair value only when
the  liability  is  incurred.  The  adoption of SFAS 146 did not have a material
impact  on  the  Company's  financial  condition.

NOTE  15  DEBTS

As of December 31, 2003 we had $209,422 of total long term debt. $32,461 of this
debt  is  a  12% simple interest loan, with a maturity date of November 1, 2004.
The  remaining  $176,961  are  long-term  payables  with  no effective or stated
interest  or  maturity  dates.

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND

FINANCIAL  DISCLOSURE

None.

ITEM  9A.  CONTROL  AND  PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.

Within  the  90  days prior to the end of the period covered by this report, the
Company  carried  out  an  evaluation  of  the  effectiveness  of the design and
operation  of  its  disclosure  controls  and procedures pursuant to Rule 13a-14
under  the Securities Exchange Act of 1934 ("Exchange Act"). This evaluation was
done under the supervision and with the participation of the Company's president
and chief financial officer. Based upon that evaluation, they concluded that the
Company's  disclosure  controls  and  procedures  are  effective  in  gathering,
analyzing  and disclosing information needed to satisfy the Company's disclosure
obligations  under  the  Exchange  Act  as  of  September  30,  2003.

(b)  Changes  in  internal  controls.

The  most  significant  changes  in the Registrant's internal controls or in its
factors  that  could  significantly  affect those controls was the addition of a
chief  executive  officer  and  the  issuance  of an authorization procedure for
commitment  of  resources.

                                    PART III

ITEM  10.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTES  AND  CONTROL

PERSONS;  COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

The  following  table  sets  forth  certain  information about our directors and
executive  officers.

<TABLE>
<CAPTION>
<S>                       <C>    <C>
Name                      Age    Position

Michael Watts             56     Chief Executive Officer, Director

Madhava Rao Mankal        52     Director

Scott R. Ervin            49     Director

Frank Kavanaugh           43     Director of Business Development, Director

Gale Aguilar              71     Director

Thomas H. Thebes          48     VP of Finance, Chief Financial Officer
</TABLE>



Biographies  of  executive  officers  and  directors

MICHAEL  WATTS,  CHIEF  EXECUTIVE  OFFICER/DIRECTOR

Mr. Watts joined us in July of 2002 as General Manager of TSG, International and
was  appointed  Chief Executive Officer on May 29, 2003. Mr. Watts has more than
30  years  of  experience  as an executive and investor. He has served as CEO of
four  private  companies  in  the computer hardware, computer software, consumer
electronics,  and  semiconductors fields - two of which he founded. In addition,
he  has  served  as a management consultant to numerous companies, including BNP
Paribas and Wells Fargo Bank, in various industries. From March 1998 to February
2002, Mr. Watts was self employed as an investor. For the period of January 2002
to  July  2002,  he  served  as  a  management  consultant  to  visual  enVisual
Enterprises, Inc. a software company. From November 2002 through May 2003 he was
associated  with  the  consulting  firm  of Hickey & Hill and was employed as an
advisor  to  BNP  Paribas.  Mr.  Watts  received a Bachelor of Science degree in
Electrical  Engineering  with high honors from Colorado State University in 1969
and studied Finance in the MBA program at the University of Colorado in 1973. He
holds  five  patents,  including  one  for  the  laser bar code scanner and four
related  to  software.

Madhava  Rao  Mankal:  -  Director

Mr.  Mankal  served  as Chief Financial Officer from May 1999, and was appointed
President  in  January  of  2002.  With  the  sale of our California operations,
agreement was terminated which stipulates that he remain chief financial officer
of  the  Registrant until November 30, 2003 and then act as a consultant for the
Registrant  until  December  31,  2003.  Prior  to  that,  Mr.  Mankal served as
Controller  of  American Power Products, Inc. between 1998 and 1999, and Manager
at  American Power Products, Inc., from September 1994 to 1998. He has more than
28  years of experience in senior positions in various manufacturing and service
organizations.  He  is  Qualified Chartered Accountant and Cost Accountant and a
member  of  the  Institute  of Chartered Accountant, Institute of Cost and Works
Accountants,  and  Institute  of  Management  Accounting.

Scott  R.  Ervin:  -  Director

Mr.  Ervin acted initially as a director from June through October 2001, and has
served  on the board continuously since February 2002. He is an attorney, having
graduated  from  Boston College Law School (JD 1984) and is licensed to practice
in  New York and Texas. From 1984 through 1991 Mr. Ervin was associated with the
New  York  law  firm  of  Burlingham,  Underwood  and  from 1991 through 1999 he
practiced  law  with  the  law offices of Dr. Abdelrahman Abbar, in Jeddah Saudi
Arabia. Since 1999 Mr. Ervin has been in private practice in Austin Texas. He is
a  director  of  Interlex,  Inc  a  Texas  corporation  and  a  director  of The
Behavioural Sciences Foundation, a non-profit scientific research foundation. He
also  acts  as  trustee  for  several  private  trusts.

Frank  Kavanaugh:  -  Manager  of  Business  Development,  Director

Mr.  Kavanaugh  has  worked for the Company since May of 2002 in our fire/rescue
business, and in January of 2003 became responsible for strategic and investment
relationships.  In  October  of 2003 he was appointed to the board of directors.
Over  the  last  8  years,  as  a  principal  in  Ashford  Capital,  LLC and its
predecessor  he  has served in several executive positions including operational
management  roles  at  NewGen  Systems,  and  several portfolio companies. He co
founded and served as President of QuickStart Technologies and held positions at
Microsoft  and  Hewlett  Packard.  His  education  includes:  a  BS  degree  in
Information & Computer Science, from University of California, Irvine and an MBA
from Pepperdine University. He also serves on several community boards including
the  Child  Guidance  Center  of  Orange  County,  and  the board of advisors at
Chaprman  University's  Leatherby  Center.

Gale  Aguilar:  -  Director

Mr.  Aguilar  has  served as our director since October of 2003. Currently he is
the  President and a member of the Board of Directors at MITEM Corporation which
he  joined  in 1995. His experience includes SF2 Corp, Stardent Corporation, and
Prime  Computer  as  VP  of Marketing Senior, and VP of Corp. Strategy and Corp.
Development.  In  addition,  he  worked at IBM for 27 years in several positions
including \ Director of Marketing and Service General Products Division, and IBM
Director  of Product Marketing, and Director of Systems Strategy. His experience
includes  active  duty in the Army 1951-55. He participates on several corporate
and  charitable  boards.

Thomas  H.  Thebes:  -  VP  Finance,  Chief  Financial  Officer

Mr.  Thebes  joined  the company in November 2003 as VP Finance, Chief Financial
Officer.  Prior  to  joining  us,  Mr.  Thebes  served  as  Program  Manager for
Flextronics.  From  2001 through 2003, Mr. Thebes was a Financial Consultant for
ID  Technologies  and  GlaxoSmithKline.  From  1999  to 2001, Mr. Thebes was the
Controller,  Manufacturing  and International Operations - Insilco Technologies.
Mr.  Thebes  has  over 22 years of operational management and strategic business
analysis  in  both the federal sector and private industry. He has spent over 12
years  conducting  Activity  Based  Management  studies,  business  process
reengineering,  benchmarking  and strategic planning for Fortune 100 and Fortune
1000  companies.  Mr. Thebes holds an undergraduate degree from Miami University
and  an  MBA  from  the  University  of  Toledo.

NUMBER  AND  ELECTION  OF  DIRECTORS

We  have  five  directors.  Directors  are  elected  annually.

DIRECTOR  COMPENSATION

We  currently  reimburse Directors for travel expense associated with their work
for the company and have agreed to establish a compensation plan to be submitted
for  approval  by  shareholders  at  our  annual  meeting  in  2004.

EMPLOYMENT  AGREEMENTS  WITH  KEY  PERSONS

During  the  second quarter of 2003, we negotiated certain changes in employment
agreements  with  certain  of  our  executive  officers:

Under  a previous agreement dated June 20, 2002 and effective on July 1, 2002 we
were  to  issue  our  CEO,  Michael Watts, 2,000,000 restricted shares of common
stock  vesting immediately and delivered no later than one-year from the date of
this  agreement.  In  addition,  he  was  to  receive  a  warrant  for 2,000,000
restricted  shares  of  common stock, exercisable at $0.07 per share, vesting on
the  first  and  second  anniversary  dates of the agreement. Finally, he was to
receive  a  warrant to purchase 10 shares of Registrant Series C preferred stock
or  its  equivalent  in  our  common stock. These issuances were modified by the
board of directors to be grants, effective July 1, 2002, of 2,000,000 restricted
shares of common stock, plus a warrant for 1,000,000 restricted shares of common
stock  at  $0.07  a share vesting on June 20, 2003, plus a warrant for 1,000,000
restricted  shares  of  common  stock  vesting  on  June  20,  2004.

On  April  1,  2003,  we  entered  into  an  agreement with Frank Kavanaugh, our
director  of  business  development,  for  a  salary,  and  a  grant  of 500,000
restricted shares of our common stock. Also, during June 2003, Mr. Kavanaugh was
granted 750,000 restricted shares of common stock that were committed in June of
2002,  for  consulting services as interim general manager during the second and
third  quarters  of  2002.

In  connection  with  our  restructuring,  we  entered into a verbal termination
agreement  with  Madhava  Rao  Mankal  in  connection  with his prior employment
agreement.  The  agreement stipulates that he remain our chief financial officer
until  November  30, 2003 and then act as our consultant until December 31, 2003
at  the same salary, without benefits, and receive a grant of 600,000 restricted
shares of stock in September, 2003. On December 31, 2003 Mr. Mankal will be paid
90 days termination based on his annual rate of salary of $64,800. In June 2003,
Mr.  Mankal received 200,000 restricted shares of common stock for the first and
second  quarters  of 2003 in connection with his employment contract dated March
17,  2003, and in September 2003 he received 600,000 restricted shares of common
stock  in  connection  with  his  termination  agreement.

Effective  on  November  30,  2003, Madhava Rao Mankal will resign as president,
secretary,  and chief financial officer, and on that date, Thomas H. Thebes will
assume  the  position  of  chief financial officer of the Registrant. Mr. Mankal
will  remain  a  member  of  the  board  of  directors.

LIMITATIONS  ON  OFFICER  AND  DIRECTOR  LIABILITY

Our  Articles  of  Incorporation  limit  the  liability  of our directors or our
shareholders  for  monetary  damages  for breach of fiduciary duty as a director
except,  for (i) liability based on a breach of the duty of loyalty to us or our
shareholders;  (ii)  liability  for  acts or omissions not in good faith or that
involved  intentional  misconduct  or  a  knowing  violation  of  the law; (iii)
liability based on the payment of an improper dividend or an improper repurchase
of  our stock under California law, or violations of federal or state securities
laws;  (iv)  liability  for  transactions  from  which  the  director derived an
improper  personal  benefit; or (v) liability for any act or omissions occurring
prior  to  the  effective  date  of  the  Articles  of  Incorporation.

Our  Bylaws  provide  that  we shall indemnify a person made or threatened to be
made  a  party  to  a  threatened,  pending  or  completed  civil,  criminal,
administrative,  arbitration  or  investigative  proceeding  by  reason  of such
person's  present or former capacity as our director, officer, employee or agent
if such person: (a) has not been indemnified by another organization or employee
benefit  plan  for  the same judgment, penalty or fine; (b) acted in good faith;
(c)  received  no  improper personal benefit and, if a director, had no improper
conflict  of  interest;  (d)  in  the  case  of  a  criminal  proceeding, had no
reasonable  cause  to  believe  the  conduct  was  unlawful;  and (e) reasonably
believed  that  the  conduct  complained of was in our best interests or was not
opposed  to  our  best  interests.

The Colorado Business Corporation Act requires that unless prohibited or limited
by  our  Articles  of Incorporation or Bylaws, we must indemnify its current and
former directors, officers and employees who are made or threatened to be made a
party  to  certain  proceedings  by  reason  of their present or former official
capacity  with  us,  against  judgments,  penalties,  fines,  settlements,  and
reasonable expenses (including attorney's fees) incurred in connection with such
proceedings.  "Proceeding,"  means  a  threatened,  pending  or completed civil,
criminal,  administrative or investigative action, including a derivative action
in our name. Reference is made to the detailed terms of the Colorado statute for
a  complete  statement  of  such  indemnification  right.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us under the
foregoing  provisions,  we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act, and
is  unenforceable  for  that  reason.

ITEM  11.  EXECUTIVE  COMPENSATION

Set  forth  in  the  following  table  is  certain  information  relating to the
approximate  remuneration  we  paid during the past fiscal year to our president
and  each  of  our  most  highly  compensated  executive  officers  whose  total
compensation  exceeded  $100,000.

                           SUMMARY COMPENSATION TABLE

The  following  table  presents  a summary of the compensation paid to our Chief
Executive  Officer  and  other highly compensated employees during the last four
fiscal  yearsExcept  as  listed  below,  there  are  no  bonuses,  other annual
compensation,  restricted  stock  awards  or  stock  options/SARs  or  any other
compensation  paid  to  executive  officers.

<TABLE>
<CAPTION>
<S>            <C>     <C>      <C>      <C>              <C>          <C>          <C>     <C>
                           Annual compensation                      Long-term Compensation
                                                                 Awards
Name and                                  Other           Restricted   Securities              Payouts
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation      options/                 payouts compensation
                                           award             SARs
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
(a)            (b)        (c)     (d)       (e)             (f)           (g)           (h)       (i)
Madhava Rao      2000   60,000     0        0                0             0              0              0
Mankal           2001   64,000     0        0                0             0              0              0
President,       2002   65,000     0        0                0         500,000            0              0
CFO, Director    2003   64.800     0        0                0       1,000,000            0              0
===========================================================================================================
Mike Watts       2000        0     0        0                0             0              0              0
Force            2001        0     0        0                0             0              0              0
Protection       2002    4,500     0        0                0       2,000,000            0         77,000
CEO/President    2003  180,500     0        0                0       1,000,000            0              0
===========================================================================================================
Garth Barrett
TSG              2000        0     0         0               0             0              0              0
President        2001        0     0         0               0             0              0              0
                 2002   60,000     0         0               0             0              0              0
                 2003  120,000     0         0               0       2,250,000            0              0
===========================================================================================================
Frank Kavanaugh
TSG              2000        0     0        0                0             0              0              0
Business         2001        0     0        0                0             0              0              0
Development,     2002   60,000     0        0                0         500,000            0         32,000
Director         2003  146,923     0        0                0         750,000            0              0

</TABLE>

Mr.  Watts  received  $77,000  as  a  consultant  to  the  company  prior to his
employment.

DIRECTOR  COMPENSATION

Mr.  Scott Ervin was awarded 600,000 shares during 2002 and 2003 for services as
director.

STOCK  OPTION  PLANS

On  September  30,  2003,  we adopted a Directors and Consultants Retainer Stock
Plan.  A  total  of  5,000,000  shares  can  be  issued under this plan and were
registered under a Form S-8 registration statement filed with the Securities and
Exchange  Commission on November 7, 2003. The purposes of the plan are to enable
us  to  attract  and  retain  both  employee  and  non-employee  directors  and
consultants  by paying their retainer or fees in the form of free trading shares
of  our  common stock. As of December 29, 2003, no shares have been issued under
this  plan. The Board of Directors or a committee of the Board, which determines
the  persons  who  are to receive options and the terms and the number of shares
subject  to  each  option,  administers  the  Option  Plan.

Our  July  2000  Employee  Stock  Compensation Plan provides for the granting of
stock  options  to  our  employees and certain consultants. A total of 2,000,000
shares  of common stock have been reserved for issuance upon exercise of options
granted  under  the  plan.

Sonic  Jet  Performance,  Inc,  entered  into an employment agreement with Frank
Kavanaugh  on  April  1,  2003.  Mr. Kavanaugh will be the Company's Director of
Business  Development  and will be paid an annual salary of $120,000 and will be
issued  500,000  shares  of  the  Company's  stock.

Sonic  Jet  Performance,  Inc,  entered into an employment agreement with Walter
Wright  on  April  1,  2003. Mr. Wright will be the Company's Investor Relations
Coordinator  and  will  be  paid  an  annual  salary  of  $60,000.

Sonic  Jet Performance, Inc. entered into a consulting agreement on July 1, 2002
with  Mike  Watts  as its General Manager for TSG. Under the agreement Mr. Watts
will  receive a consulting fee and options to purchase 4,000,000 shares of Sonic
Jet  and  options  to  purchase  a  5%  equity  stake  in  TSG.

The  Company  anticipates  that each employment agreement into which the Company
will  enter  will  provide for warrants and/or options to purchase shares of the
Company's  Common  Stock  that  vest upon the achievement of certain performance
objectives.  In  addition,  the Board of Directors may, at its discretion, award
these  officers  cash  bonuses, options to purchase shares of Common Stock under
the  Company's  Stock  Option  Plan,  and  such  other  compensation,  including
equity-based  compensation,  as  the Board of Directors, or a committee thereof,
shall  approve  from  time  to  time.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

PRINCIPAL  SHAREHOLDERS

The following table sets forth, to our knowledge, certain information concerning
the  beneficial  ownership  of  our common stock as of December 31, 2003 by each
stockholder  known  by  us to be (i) the beneficial owner of more than 5% of the
outstanding  shares  of  common stock, (ii) each current director, (iii) each of
the  executive officers named in the Summary Compensation Table who were serving
as  executive  officers  at  the end of the 2002 fiscal year and (iv) all of our
directors  and  current  executive  officers  as  a  group:

<TABLE>
<CAPTION>
<S>                        <C>                              <C>
Name of                    Number of Shares                Percentage
Beneficial Owner           Beneficially Owned (1)          Ownership (2)
----------------           ----------------------         -------------

Michael Watts (3)               22,814,706                    12.67%
Garth J. M Barrett (4)           5,850,000                     3.25%
Madhava Rao Mankal (5)           2,142,353                     1.19%
Tom Thebes                               0                     0.00%
Scott Ervin (6)                  1,225,000                     0.68%
Frank Kavanaugh (7)              1,150,000                     0.64%
Ashford Capital, LLC (8)        38,950,000                    21.64%

All directors and executive
officers as a group (persons)   72,132,059                   40.07%
<FN>

(1)  Beneficial  ownership  is  determined  in  accordance with the rules of the
Securities  and Exchange Commission and includes voting or investment power with
respect  to shares beneficially owned. Shares of Common Stock subject to options
or  warrants  currently  exercisable  are  deemed  outstanding for computing the
percentage ownership of the person holding such options or warrants, but are not
deemed  outstanding  for  computing  percentage  ownership  of any other person.

(2)  The  shares  of  common  stock  outstanding  as  of  December  31, 2003 are
122,280,238.

(3)  Michael  Watts  acquired  50  Series  C  preferred  shares  convertible  to
18,000,000  assuming total outstanding common shares of 180,000,000 as listed in
Note  2. He received 2,250,000 common shares and he has purchased 564,706 shares
from  the Company. Under the terms of his employment contract he is to an option
exercisable  in  July  of  2004  to  purchase  2,000,000  shares  at  7  cents.

(4)  Garth  Barrett  obtained  2,000,000  common shares as part of settlement of
acquisition  of  Technical  Solution  Group.,  Inc. Also, he was awarded 250,000
common  shares  as  bonus and 10 "C" Preferred shares which convert to 3,600,000
common  shares.

(5)  Madhava  Rao  Mankal  was  given 1,500,000 shares as part of the employment
agreement.  One  C preferred Share was purchased by his son, which was converted
to  common  stock amounting to 282,353 common shares. Also includes one Series C
preferred  share  purchased  in the name of his wife, Sharada Rao convertible to
360,000  common  shares.

(6)  Scott Ervin received 865,000 shares of common stock and purchased one share
of  Series  C  which  is  convertible  into  360,000  shares  of  common  stock.

(7)  Frank  Kavanaugh  is  a  principal in Ashford Capital, LLC - See (8) below.

(8)  (a)  Shares  of  Common  Stock  owned  for the purposes of this calculation
include,  (a)  36,000,000  shares  of  Common  Stock issuable upon conversion of
Series  B Preferred Stock held by Ashford Capital, LLC, and (b) 1,800,000 shares
of  Common  Stock  issuable  upon conversion of Series C Preferred Stock held by
Ashford Capital, KK, and (c) shares in the individual name of Frank Kavanaugh as
listed  in  Note  7 above. The conversion shares referenced above are calculated
assuming  180,000,000  shares  outstandingAshford  Capital,  LLC,  disclaims
beneficial  ownership  of  the  shares  attributable to Ashford Capital, KK. The
business  address of Ashford Capital, LLC is 3419 Via Lido, #470, Newport Beach,
CA  92663.

</TABLE>

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

During  2003,  Mike Watts, CEO loaned the company $50,000 as reflected as "notes
payable"  on  the  balance  sheet. This note has been repaid during 2004 with no
interest.

During  2003,  Texbuild,  a  company  owned  by Chairman Scott Ervin, loaned the
company  $50,000 as reflected as "notes payable" on the balance sheet. This note
has  been  repaid  during  2004.

In January 2002, Ashford Capital, KK, purchased 7 shares of the Company's Series
C  Convertible  Preferred  Stock  for an aggregate purchase price of $70,000. It
converted  two  of  the  preferred  shares  into 564,706 shares of Common Stock.

Ashford  Capital,  LLC,  the  holder  of  the  Series  B Preferred Stock, owns a
minority  interest  in  Ashford  Capital,  KK.

On  September 30, 2002 the Series C shareholders and the Company agreed to amend
and restate the Certificate of Designation of Series C Convertible Preferred for
Sonic  Jet  Performance.  Pursuant to the agreement and upon finalization of the
amendment  of  the Series C documents, the stock shall be voted equally with the
shares  of  the  Common Stock of the Corporation and not as a separate class, at
any annual or special meeting of shareholders of the Corporation, and may act by
written  consent in the same manner as the Common Stock, in either case upon the
following basis: the holder of the shares of Series C Stock shall be entitled to
such  number  of  votes  as  shall be equal to the aggregate number of shares of
Common  Stock  into which such holder's shares of Series C Stock are convertible
immediately  after  the  close  of  business  on  the record date fixed for such
meeting  or the effective date of such written consent. Furthermore, the parties
also  agreed that each 10 shares of Series C stock shall be convertible into two
percent  (2%)  of  the  Company's  common  stock  outstanding  at  the  time  of
conversion.  Also, amended was the Company's power to redeem the Series C Stock.

On  or  after February 14, 2003, the Company may, at its sole discretion, with 5
days notice, redeem some or all of the outstanding shares of Series C Stock at a
"Redemption  Price"  equal to $12,000 per share, during this period the Series C
shareholders  may  elect  to  convert their shares under the conversion formula.

Pursuant  to  a finder's fee agreement entered into between Ashford Capital, LLC
and  Sonic  Jet  Performance, Inc on February 1, 2002, Sonic Jet granted Ashford
Capital ten percent (10%) of the equity ownership of any referred party Acquired
by  Sonic  Jet.  In  case  of Partial acquisition Sonic Jet will pay Ashford ten
percent  (10%)  of  the transaction price and/or other consideration of any kind
paid  by  or to Sonic Jet or any of its subsidiaries or affiliates in connection
with  any  transaction  for  a  referred  party.

RIGHTS  OF  SERIES  B  AND  SERIES  C  PREFERRED  SHAREHOLDERS.

Under  the  original  agreements for Series B and Series C preferred shares, the
conversion rights were extended to December 27, 2004 from the previous mandatory
conversion  of  December  27,  2003. The extension was agreed to in exchange for
waiving  the time provisions for the filing of the registration statement by the
registrant.

CAPITAL  STOCK  TRANSACTIONS.

During the nine months ended September 30, 2003, two restricted shares of Series
C  preferred  stock  were  redeemed, ten shares were issued to Garth Barrett, an
employee,  two  shares  to  Russell  Miller,  a consultant advising on strategic
issues,  and  one share was committed to Scott Ervin, a director of the company,
in exchange for a loan of $50,000 to the Company, leaving a balance of 45 shares
of  Series  C  preferred  stock outstanding and committed at September 30, 2003.

The Company issued to Scott Ervin, a director, as compensation in such capacity,
restricted  shares  of  common  totaling  250,000  in  the  third  quarter 2003.

During  the  three  months and nine months ended September 30, 2003, the Company
issued  or  committed  to  be  issued 195,085 and 3,300,000 restricted shares of
common  stock,  respectively,  to five companies and individuals (Regent Capital
West,  Albert Mardikian, Ashford Capital LLC., R. James Consulting, and Harrison
Douglas, Inc.) in connection with compensation under the private placement being
conducted  by  the  Company.

During  the  three  months and nine months ended September 30, 2003, the Company
sold  a  total of 2,245,000 and 25,924,000 restricted shares of common stock and
warrants,  respectively,  to  investors  pursuant  to  its  private  placement
memorandum,  generating  net  proceeds  of  $88,981 and $1,299,900 respectively,
pursuant  to  the sale of common stock units. Each common stock unit consists of
(a)  50  restricted  shares  of  common stock of the Company, (b) one warrant to
purchase  25  restricted  shares  of  common stock of the Company at an exercise
price  of  $0.20 per share, and (c) one warrant to purchase 25 restricted shares
of common stock, at an exercise price of $0.30 per share (which was subsequently
reduced  to  $0.01  per  share,  of  which  all  warrants  were  exercised).

EMPLOYMENT  AGREEMENTS.

During  the  second  quarter  of 2003, the Company negotiated certain changes in
employment  agreements  with  certain  of  its  officers.

Under  a  previous  agreement,  the Company was to issue Mr. Watts a warrant for
2,000,000  restricted  shares of common stock at $0.07 a share with full vesting
rights  as  of  July  1, 2002, plus a warrant for 1,000,000 restricted shares of
common  stock  at $0.07 a share vesting on the June 30, 2003, plus a warrant for
1,000,000 restricted shares of common stock at $0.07 a share vesting on June 30,
2004, plus 10 shares of Series "C" preferred or the equivalent in common shares.
These issuances were modified to be grants, effective July 1, 2002, of 2,000,000
restricted  shares  of  common  stock,  plus  a warrant for 1,000,000 restricted
shares of common stock at $0.07 a share vesting on June 20, 2003, plus a warrant
for  1,000,000  restricted  shares  of  common  stock  vesting on June 23, 2004.

Garth  Barrett  is  to  receive a salary plus a grant of 10 shares of series "C"
preferred  stock.

On  April  1,  2003, the Company entered into an agreement with Frank Kavanaugh,
the  Company's  director  of  business development, for a salary, and a grant of
500,000 restricted shares of the Company's common stock. Also, during June 2003,
Mr.  Kavanaugh  was  granted 750,000 restricted shares of common stock that were
committed  in  June  of 2002, for consulting services as interim general manager
during  the  second  and  third  quarters  of  2002.

In  connection  with  the restructuring of the Company, it entered into a verbal
termination  agreement with Madhava Rao Mankal. The agreement stipulates that he
will assist the Company as a consultant for 90 days beginning October 1, 2003 at
the  same  salary,  without  benefits, and receive a grant of 600,000 restricted
shares of stock in September, 2003. On December 31, 2003 Mr. Mankal will be paid
90 days termination based on his annual rate of salary of $64,800. In June 2003,
Mr.  Mankal received 200,000 restricted shares of common stock for the first and
second  quarters  of 2003 in connection with his employment contract dated March
17,  2003, and in September 2003 he received 600,000 restricted shares of common
stock  in  connection  with  his  termination  agreement.

During  the  third  quarter  of  2003, the Company also negotiated a termination
agreement  with  Hratch  Khedesian, the Company's former production manager. Mr.
Khedesian  received  660,000  restricted  shares  of  common  stock  in  2003 in
connection  with  his  employment contract dated January 2, 2002 and termination
agreement.  In  addition  Mr.  Khedesian  will  receive future payments totaling
$58,000  over  the  next two years. Executive officer compensation is subject to
review  on  a  periodic  basis  by  the  board  of  directors.

ACQUISITION  OF  TSG  INTERNATIONAL,  INC.

As part of the purchase of TSG International, Inc. (which owns 100% of Technical
Solutions  Group,  Inc.,) in July 2002 (see 2002 Form 10- KSB), Ashford Capital,
LLC,  an  advisor  to the transaction and a shareholder of the Company, received
shares  equal  to  10%  of  TSG  International,  Inc.  in the form of a Series A
preferred  stock.  An agreement was reached in April of 2003 under which Ashford
Capital,  LLC  could  exchange  each  shares of TSG International, Inc. Series A
preferred  stock  for  50  shares of the Company's Series C preferred shares, by
notifying  the  Company  by  October  15,  2003.

In  September  2003,  Ashford Capital, LLC and the Company's CEO, Michael Watts,
reached  an  agreement  under  which  the  TSG Series A preferred shares and the
rights associated with the Series A preferred shares were purchased by Mr. Watts
in  a  private  sale  between  the parties. On October 12, 2003, the Company was
notified  of Ashford Capital, LLC's intention to exercise its option to exchange
its TSG International, Inc. preferred stock for the Company's Series C preferred
stock.  Under  the terms of the agreement, Mr. Watts will exchange each share of
his  TSG  International,  Inc. stock for 50 shares of Company Series C preferred
stock effective October 15, 2003. As a result, the Company will hold 100% of TSG
International,  Inc.

REDEMPTION  OF  SERIES  C  PREFERRED  STOCK.

Under  the  terms  of  the  Series C preferred stock, as reflected in an amended
Certificate  of  Designation, shareholders could redeem each preferred share for
$12,000  after  a  certain  date. Under these terms, Noriaki Sasaki notified the
Company  of his request to redeem 10 shares of the Series C preferred stock at a
schedule  to  be provided by the Company. The Company has agreed to a redemption
schedule  and  has redeemed 2 of the 10 shares. The remaining 8 shares should be
redeemed by January 2004. Subsequently, the remaining Series C shareholders have
waived  the  redemption  rights  in  return  for  an  extension of the mandatory
conversion  dates  (see  2002  Form  10-KSB).

ROYALTY/LICENSING  AGREEMENTS

On  December 27, 2001, the Company entered into a new license agreement covering
the  design  and  other  rights,  with  Mardikian  Marine Design, an entity that
includes two of the Company's larger shareholders, and a principal of the holder
of  the  Company's  Series  B  preferred stock. The Company paid all outstanding
obligations  under  the  agreement  for  2002  in  the first quarter of 2003; in
addition  the  Company  paid  all  outstanding  obligations  under the agreement
through  June  2003.  The  remaining  obligation  under  the agreement remain in
dispute and is the subject of a claim by a member of Mardikian Marine Design and
a  counter  suit  against  a  member  of  Mardikian  Marine  Design.  One of the
principals  of Mardikian Marine Design has informed the Company of his intention
to revoke the licensing agreement to the Company and has filed a lawsuit against
the  Company.(discussed  in  Part  2,  Item  1  of  this  Form  10-QS.

SALE  OF  ASSETS.

Effective  July  1,  2003  and  modified  on  September 15, 2003, the Registrant
transferred  the  sales  activity  and  right  to  use  the  Stanton, California
facility,  and  is  obligated  to  transfer  certain boat assets of the fire and
rescue operations to its subsidiary, Rockwell Power Systems Inc. ("RPSI"), whose
ownership the Registrant will control until completion of certain obligations by
the  management and investors of RPSI (see Exhibit 2.3 to this Form 10- QSB). In
return,  upon  satisfaction  by  the  investors in RPSI of certain financial and
business  obligations  of  the  aforementioned  agreement,  the  Registrant will
control  one  third  of  the shares of RPSI. Under the agreement, the Registrant
agreed to distribute the shares of RPSI to its shareholders. In addition, upon a
successful  merger  or listing of RPSI on the Over the Counter Bulletin Board or
its  successor,  the  Registrant  intends  to  sell the bulk of RPSI's remaining
tangible  and  intangible  assets  associated  with the fire rescue business for
$500,000  in  preferred Series A stock of RPSI. Finally, the parties agreed that
RPSI  has  the  option  to purchase certain remaining recreational boat business
assets  for  "book  value" on March 1, 2004. The Registrant was notified by RPSI
that  a  successful merger with a listed Registrant was achieved in October 2003
with  Xtreme  Companies,  which  is  listed on the OTCBB and that the payment to
complete  the  transaction  would  be  made  during  the fourth quarter of 2003.

SUBSEQUENT  EVENTS.

During  February, 2004 we introduced a new product called the "TYPHOON". Details
about  this  product  can  be  found  in  Part  I  -  Products.

SIGNATURES

CONTROLS  AND  PROCEDURES.

The  principal  executive  officer and principal financial officer, based on his
evaluation  of  the  Company's disclosure controls and procedures (as defined in
Rules  13a-14  (c)  and 15d-14 (c) of the Securities Exchange Act of 1934) as of
December  31,  2003  has  concluded  that  the Company's disclosure controls and
procedures  are  adequate  and  effective  to  ensure  that material information
relating  to the Company and its consolidated subsidiary is recorded, processed,
summarized  and  reported with the time periods specified by the SEC's rules and
forms,  particularly  during  the  period  in  which this annual report has been
prepared.

The  principal  executive  officer and principal financial officer has concluded
that  there were no significant changes in the Company's internal controls or in
other  factors  that  could  significantly  affect  these controls subsequent to
December  31,  2003,  the date of their most recent evaluation of such controls,
and  that  there  were no significant deficiencies or material weaknesses in the
Company's  internal  controls.


ITEM  14.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


Exhibit   Description

2.1       Stock  Purchase  Agreement  between  Sonic Jet  Performance, Inc. and
          Technical  Solutions Group.  (previously  filed with the Commission
          on June 28,  2002,  as exhibit to the  Company's  Current Report on
          Form 8-K).

2.2       Stock  Purchase  Agreement  between  the Registrant, Garth
          Barrett, and T S Group, LLC., dated June 13, 2002 (incorporated by
          reference to Exhibit 2.1 to the Form 8-K filed on June 28, 2002).

2.3       Modification of Business Asset Sale, License Agreement &
          Assignment of Rights between the Registrant and Rockwell Power
          Systems, Inc., dated September 15, 2003 (including the following
          exhibits: Exhibit A: Bill of Sale; Exhibit B: Employee Transfer
          Consent; Exhibit C: Disclosure Notice; and Exhibit D: Post
          Acquisition Capital Structure -  previously filed).

3.1       Articles of Incorporation for Boulder Capital Opportunities III, Inc.
          (Previously  filed with the  Commission  on March 24, 1997 as Exhibit
          3.(i) to the Company's  General Form for Registration of
          Securities of Small Business Issuer on Form 10-SB.)

3.2       Articles of  Amendment  to the  Articles of  Incorporation of Boulder
          Capital  Opportunities  III, Inc.,  filed January 15, 1997
          (Previously Filed  previously  filed with the  Commission  on March
          15, 2002,  as exhibit to the Company's Report on Form 10KSB.).

3.3       Articles of  Amendment to the  Articles of  Incorporation for Boulder
          Capital  Opportunities  III, Inc.,  filed November 5, 1998
          (Previously filed with the  Commission on April 15, 1998, as Exhibit
          3.(iv) to the Company's Current Report on Form 8-K.)

3.4       Certificate  of  Designations,  Preferences  and  Rights of  Series A
          Convertible Preferred Stock of Boulder Capital Opportunities III,
          Inc. (Previously  filed with the Commission on July 6, 1998, as
          Exhibit 7.4 to the Company's Current Report on Form 8-K.)

3.5       Bylaws for Boulder Capital  Opportunities III, Inc. (Previously filed
          with the Commission on March  24, 1997, as  Exhibit 3.(ii) to the
          Company's  General  Form  for  Registration  of  Securities of  Small
          Business Issuer on Form 10-SB.)

3.6       Certificate of Designation  for Series B Convertible Preferred  Stock
          (Previously  filed with the  Commission on January 7, 2002, as
          Exhibit 3.1 to the Company's Current Report on Form 8-K.)

3.7       Certificate of Designation  for Series C Convertible Preferred Stock
          (Previously  filed with the  Commission on January 7, 2002,
           as Exhibit 3.2 to the Company's Current Report on Form 8-K.)

4.1       Certificate  of  Designations,  Preferences  and  Rights
          of  Series A Convertible Preferred Stock, dated June 12, 1998
          (incorporated by reference to Exhibit 7.4 of the Form 8-K filed on
          July 6, 1998).

4.2      2000 Stock Plan of the Registrant, dated May 1, 2000
         (incorporated by reference to Appendix A of the Schedule 14C filed on
         June 30, 2000).

4.3      Certificate of Designation  for Series B Convertible
         Preferred  Stock, dated  December 27, 2001 (incorporated by reference
         to Exhibit 3.1 of the Form 8-K filed on January 7, 2002).

4.4      Certificate of Designation  for Series C Convertible
         Preferred  Stock, dated December 27, 2001 (incorporated by reference
         to Exhibit 3.2 of the Form 8-K filed on January 7, 2002).

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

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

4.7     Amendment to Certificate of Designation of Series C
        Convertible Preferred Stock, dated November 14, 2002 (incorporated by
        reference to Exhibit 10.6 of the Form 10-QSB filed on November 18,
        2002).

4.8      Amendment to Certificate of Designation of Series B
         Convertible Preferred Stock, dated December 20, 2002 (incorporated by
         reference to Exhibit 10.7 of the Form 10-KSB filed on April 16, 2003).

4.9      Letter Agreement between the Registrant and Ashford Capital LLC,
         dated April 15, 2003 (previously filed).

4.10     Investment Agreement between the Registrant and Dutchess Private
         Equities Fund, L.P., dated September 22, 2003, including the
         following exhibit: Exhibit A: Registration Rights Agreement (the
         following exhibits have been omitted: Exhibit B: Opinion of Company's
         Counsel; Exhibit C: [reserved]; Exhibit D: Broker Representation
         Letter; Exhibit E: Board Resolution; Exhibit F: Put Notice; and
         Exhibit G: Put Settlement Sheet) (the following schedules have been
         omitted: Schedule 4(a): Subsidiaries; Schedule 4(c): Capitalization;
         Schedule 4(e): Conflicts; Schedule 4(g): Material Changes; Schedule
         4(h): Litigation; Schedule 4(l): Intellectual Property; Schedule (n)
         Liens; and Schedule 4(t) Certain Transactions) (previously filed).
         10.1     2000 Stock Plan of Sonic Jet Performance,  Inc. (Previously
         filed with the  Commission on June  30, 2000  as Appendix A to the
         Company's Information  Statement  pursuant  to Section  14(c) of the
         Securities Exchange Act of 1934.)

10.2      Consulting  Agreement  between  Kevin Ryan and Sonic Jet Performance,
          Inc. (previously filed).

10.3      Consulting Agreement between eFund Capital Partners, LLC and Sonic Jet
          Performance, Inc. (previously filed).

10.4      Series  B  Convertible  Preferred  Stock  Purchase Agreement  between
          Ashford Capital, LLC and Sonic Jet Performance, Inc. (Previously
          Filed with the  Commission  on  January  7,  2002,  as  Exhibit
          10.1 to the Company's Current Report on Form 8-K.)

10.5      Series C Convertible Preferred Stock Purchase Agreement between eFund
          Capital Partners, LLC, and Sonic Jet Performance, Inc. (Previously
          filed with the  Commission on January 7, 2002, as Exhibit 10.2 to the
          Company's Current Report on Form 8-K.)

10.6      Amendment to the Series C Preferred Stock  Certificate of Designation
          (previously  filed with the  Commission  on  September  30, 2002, as
          exhibit to the Company's Report on Form 10 QSB).

10.7      Amendment to the Series B Preferred Stock  Certificate of Designation
          (previously filed).

10.8      Settlement Agreement between Catherine Basinger and Sonic  Jet
          Performance, Inc. (previously filed).

10.9     Consulting Agreement with Gordon McGilton and Sonic Jet Performance,
          Inc. (previously filed).

10.10     Agreement between Mission Capital and Sonic Jet Performance,  Inc.
          (previously  filed with the Commission on September 30, 2002, as
          exhibit to the Company's Report on Form 10 QSB).

10.11     Letter dated February 5, 2002, between Regents Capital West and Sonic
          Jet Performance, Inc. (previously filed with the Commission on March
          15, 2002, as exhibit to the Company's Report on Form 10 KSB).

10.12     Letter between Sonic Jet Performance, Inc. and encore  Capital
          Management,  LLC, JNC  Opportunity  Fund, Ltd. And JNC
          Strategic Fund, Ltd. (previously  filed with the  Commission  on
          January 7, 2002, as exhibit 10.3 to the Company's Current Report on
          Form 8-K).

10.13     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 Company's Form 10-QSB filed on November 18, 2003. (previously
          filed).

10.14     Letter Agreement between the Registrant and Ashford Capital,
          LLC, dated April 15, 2003   (filed as Exhibit 4.9 to the Company's
          Form 10-QSB filed on November 18, 2003 and incorporated  herein by
          reference).

10.15     Investment Agreement between the Registrant and Dutchess
          Private Equities Fund, L.P., dated September 22, 2003 (filed as
          Exhibit 4.10 to the Company's Form 10-QSB filed on November 18, 2003
          and incorporated herein by reference).

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

10.17     Employment  Offer Letter between the Registrant and Michael
          Watts, dated July 1, 2002 (previously filed).

10.18     Modified  Employment Offer Letter dated March 17, 2003
          between the Registrant and Madhava Rao Mankal, dated March 17, 2003
          (incorporated by reference to Exhibit 10.14 of the Form 10-KSB filed
          on April 16, 2003).

10.19     Employment  Offer Letter between the Registrant and Frank
          Kavanaugh, dated March 31, 2003 (incorporated by reference to Exhibit
          10.16 of the Form 10-KSB filed on April 16, 2003).

21.1      Subsidiaries of the Registrant (incorporated by reference to
          Exhibit 21 of the Form 10-QSB filed on August 19, 2003).

23.1      Consent of Michael Johnson & Co. LLC. Independent Auditors.


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.

Reports  or Form 8-K filed during the last quarter of the period covered by this
report.

During  the  three months ended December 31, 2003 we filed the following reports
on  form  8-K/A:

We  filed  form  8K/A,  filed  on  10/23/2003  announcing  the  acquisition  or
disposition  of assets, the name change to FORCE PROTECTION, INC., and financial
statements.

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

                             FORCE PROTECTION, INC.



Date:  May 4,  2004                  By:  /s/  MICHAEL  WATTS
                                     Michael  Watts
                                     Chief  Executive  Officer/Director
                                     (Principal Executive Officer)


Date:  May 4,  2004                  By:  /s/  Thomas  Thebes
                                     Thomas  Thebes
                                     Chief  Financial  Officer
                                    (Principal Accounting and Financial Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  dates  indicated.


Signature                    Title                         Date
---------                    -----                         ----

/s/  Michael  Watts          Director                     May 4,  2004
------------------
Michael  Watts

/s/  Madhava  Rao  Mankal     Director                    May 4,  2004
-------------------------
Madhava  Rao  Mankal

/s/  Frank  Kavanaugh         Director                    May 4,  2004
---------------------
Frank  Kavanaugh

/s/  Gale  Aguilar            Director                    May 4,  2004
----------------
Gale  Aguilar

/s/  R.  Scott  Ervin         Director                    May 4,  2004
--------------------
R.  Scott  Ervin