Force Protection Inc – ‘SC 13D’ on 7/9/98 re: Force Protection Inc

As of:  Thursday, 7/9/98   ·   Accession #:  1046424-98-64   ·   File #:  5-54295

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5     20K 
 2: EX-6.1      Opinion re: Discount on Capital Shares                14     40K 
 3: EX-6.2      Opinion re: Discount on Capital Shares                 3     12K 
 4: EX-6.3      Opinion re: Discount on Capital Shares                27    112K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

SC 13D
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United States                 
Securities and Exchange Commission                
Washington, D.C. 20549                

Commission File Number - 0-22273                

SCHEDULE 13D                

Under the Securities Exchange Act of 1934                 

BOULDER CAPITAL OPPORTUNITIES III, INC.             
(Name of Issuer)                

Common                
(Title of Class of Securities)                

10 1 409100                 
(Cusip Number)                

Robert  Soehngen, 2434 Vine Place, Boulder, CO 80304  (303)  442-1021           
(Name,  Address  and  Telephone Number of  Person  Authorized  to               
Receive Notices and Communications)                                             

June 15, 1998                 
(Date of Event which Requires Filing of this Statement)                 

If  the  filing person has previously filed a statement  on         
Schedule  13G to report the acquisition which is the  subject  of               
this Schedule 13D, and is filing this schedule because of Rule 13-              
d(b)(3) or (4), check the following box / /.                                    

Check  the  following box if a fee is being paid  with  the         
statement  /X/.   (A fee is not required only  if  the  reporting               
person: (1) has a previous statement on file reporting beneficial               
ownership  of  more than five percent of the class of  securities               
described  in  Item 1; and 92) has filed no amendment  subsequent               
thereto reporting beneficial ownership of five percent or less of               
such class.) (See Rule 13d-7)                                                   

SC 13D
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SCHEDULE 13D                

CUSIP NO.: 10 1 409100                       Page 1 of 5 Pages                  

1.   Name of Reporting Person                                                   
S.S. or I.R.S. Identification No. of Above Person                     

Robert Soehngen                                                       
SSN: 358-42-3427                                                      

2.   Check the Appropriate Box if A Member of a Group*                          

a /  /                                                      
b /  /                                                      

3.   SEC Use Only                                                               

4.   Source of Funds                                                            

OO                                                                    

5.   Check  Box  if Disclosure of Legal Proceedings  is  Required               
Pursuant to Items 2(d) or 2(e)                                        

/  /                                                                  

6.   Citizenship or Place of Organization                                       

Boulder, Colorado                                                     

7.   Sole Voting Power                                                          

447,500                                                               

8.   Shared Voting Power                                                        

0                                                                     

9.   Sole Dispositive Power                                                     

447,500                                                               

10.  Shared Dispositive Power                                                   

0                                                                     

11.  Aggregate Amount Beneficially Owned by Each Reporting Person               

447,500                                                               

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12.  Check  Box  if  the  Aggregate Amount in Row  (11)  Excludes               
Certain Shares                                                        

/  /                                                                  

13.  Percent of Class Represented by Amount in Row (11)                         

Not Applicable                                                        

14.  Type of Reporting Person                                                   

IN                                                                    

Item 1.   Security & Issuer                                                     

This  statement relates to common shares of Boulder Capital         
Opportunities III, Inc.                                                         

Item 2.                                                                         
a.   Robert Soehngen                                                  
b.   2434 Vine Street, Boulder, Colorado 80304                        
c.   Robert  Soehngen  is President  and  Director  of                
Boulder  Capital  Opportunities III,  Inc.,  2434  Vine     
Street,  Boulder, Colorado 80304, and is also President     
of  Century 21 Gold, Inc., a real estate broker located     
at 1280 Centaur Village, #10, Lafayette, Colorado.          
d.   The reporting person has not during the last five                
years   been   convicted  in  a   criminal   proceeding     
(excluding traffic violations).                             
e.   The reporting person has not during the last five                
years been subject to or party to a civil proceeding of     
any  type nor has any judgment, decree or order of  any     
type been entered against reporting person.                 
f.   Citizenship:  United States                                      

Item 3.   Source and Amount of the Funds                                        

The  amount of the purchase price was $100,000.   The  fund         
source was from stock subscribed.                                               

Item 4.   Purpose of the Transaction                                            

The  transaction was made to facilitate the acquisition  of         
the  assets and business of Sonic Jet Performance, LLC, a jet ski               
based  watercraft  manufacturer, and  as  a  requirement  of  the               
purchase of $1,500,000 in Series A Preferred Convertible stock of               
Boulder  Capital  Opportunities III, Inc., which  funds  provided               
operating capital to the newly acquired jet ski business.                       

100,000 common shares have been sold back to Boulder Capital          
Opportunities  III,  Inc.  and the  Company  has  the  option  to               
repurchase  an  additional  332,500  shares  for  $46,958.97   by               
December  1,  1998.   Concurrently, Sonic  Jet  Performance,  LLC               

SC 13D
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conveyed  all of its assets, liabilities and business to  Boulder               
Capital  Opportunities III, Inc. in consideration of issuance  of               
5,000,000 shares of common stock to Sonic Jet Performance, LLC.                 

Alex  Mardikian  has been appointed as  Vice  President  of         
Boulder  Capital Opportunities III, Inc.  It is anticipated  that               
Alex Mardikian will be appointed to the Board of Directors of the               
Company,  Boulder Capital Opportunities III, Inc. upon compliance               
with  Section 14f of the Securities Exchange Act of 1934.  Robert               
Soehngen expects to resign as Director and President upon request               
of  the  Board as then duly constituted.  No other Board  members               
have  been selected, however at least two other members  will  be               
appointed in the future.                                                        

The  issuer,  Boulder Capital Opportunities III,  Inc.  has         
acquired the assets and liabilities of Sonic Jet Performance, LLC               
for  5,000,000 shares of common stock.  Concurrently,  $1,500,000               
was   paid  for  1,600  shares  of  newly  authorized  Series   A               
Convertible  Preferred  Stock  by a private  investment  company.               
Such   shares  of  Series  A  Convertible  Preferred  Stock   are               
convertible  to  common at the lower of $4.00 per  share  or  the               
average  of the five lowest closing prices of common  in  the  20               
trading days prior to the Notice of Conversion by holder.                       

The assets of Sonic Jet Performance, LLC were $6,190,134 at         
December  31,  1997, according to the Audited  Balance  Sheet  of               
Wayne Voigt, C.P.A. and the liabilities were $837,677 at December               
31,  1997.   This  balance sheet, as combined  with  the  issuer,               
Boulder  Capital  Opportunities III, Inc. will materially  change               
the capitalization of Boulder Capital Opportunities III, Inc.                   

Item 5.   Interest in Securities of the Issuer                                  

a.    447,500 common shares (7.4%) of issuer are  owned     
beneficially  and  of  record by Robert  Soehngen,  the     
Reporting Person.  Previously, the Reporting Person had     
owned  660,000  shares of common stock.   In  September     
1997, Reporting Person sold 112,500 shares in a private     
transaction to Harden International, Inc., leaving  the     
Reporting Person with 547,500 shares.                       

b.    Robert  Soehngen has sole power to  vote  447,500     
shares of common stock.                                     

c.    On  June 15, 1998, Reporting Person sold  100,000     
shares  of common stock to Registrant for $100,000  and     
granted   an  option  to  issuer  to  purchase  332,500     
additional shares for $46,958.97 by December 1, 1998.       

d.   Not Applicable                                         

e.   Not Applicable                                         

SC 13D
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Item    6.      Contracts, Arrangements, Understandings or Relationships        
with Respect to Securities of the Issuer.                                       

The Reporting Person, Robert Soehngen has granted an option         
to  issuer to purchase 332,500 shares of common stock of  Boulder               
Capital  Opportunities  III, Inc. for  $46,958.97  on  or  before               
December  1,  1998.   It has been agreed, as part  of  the  Stock               
Purchase  Agreement for Series A Preferred Stock by JNC Strategic               
Ltd,  that  the remaining 332,500 shares as well as  the  100,000               
shares already purchased will be retired into the treasury of the               
company.                                                                        

Exhibit 6.1         Share Exchange Agreement                
Exhibit 6.2         Stock Sale Agreement                    
Exhibit 6.3         Securities Purchase Agreement           

SIGNATURE                 

After reasonable inquiry and to the best of my knowledge and          
belief,  I  certify  that  the  information  set  forth  in  this               
statement is true, complete and correct.                                        

Dated: July 7, 1998                     /s/Robert Soehngen                      
         Signature

                         Robert Soehngen/President
          Name/Title

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		12/1/98		3		5
Filed on:		7/9/98
		7/7/98		5
		6/15/98		1		4
		12/31/97		4					10KSB,  NT 10-K
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