Force Protection Inc – ‘10KSB/A’ for 12/31/03

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Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment to Annual Report -- Small Business          75±   331K 

Document Table of Contents

U. S. SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549

 FORM 10-KSB/A
----------------
AMENDMENT #1

 {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.                                                      

                                                 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   

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)                                                          

                                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  

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)                                             

(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)  
-------------           -------------- ------------ ----------- --------------- 

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                                                                   

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

                                                        [Enlarge/Download Table]


                                    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.

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

                                                        [Enlarge/Download Table]


                                                  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.

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

                                                        [Enlarge/Download Table]

                                      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.

FORCE PROTECTION INC. AND SUBSIDIARY    
     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the year ended December 31,2003 

                                                        [Enlarge/Download Table]

                                                                                   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.

        FORCE PROTECTION INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
                                     EQUITY                    Continued
               For the year ended December 31,2003

                                                        [Enlarge/Download Table]

                                                        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.

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

                                                        [Enlarge/Download Table]

                                                                                                       
                                                            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.

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

                                                        [Enlarge/Download Table]

                                                                                                        
                                                           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 
                                                    ============     ===============       =============

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:      

                                                        [Enlarge/Download Table]

                                        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       

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.                                               

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         

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 years..  Except 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.        

                                                        [Enlarge/Download Table]

                           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 

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:                        

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     72,132,059                   40.07%             
officers as a group (persons)                                                   

(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 outstanding.. Ashford 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.                                           

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.                                  

SIGNATURES

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:  March 1, 2004                 By: /s/ MICHAEL WATTS                      
       Michael Watts
                          Chief Executive Officer/Director

Date:  March 1, 2004                 By: /s/ Thomas Thebes                      
       Thomas Thebes
                 Chief 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.                    

                         (Principal Executive Officer)

Date:  March 1, 2004                   By: /s/ Michael Watts                    
           Michael Watts
                              Chief Executive Officer/Director

   CERTIFICATION PURSUANT TO
 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Watts, certify that:                                                 

1. I have reviewed this annual report on Form 10-KSB of Force                   
Protection,                                                                     
Inc.;                                                                           

2. Based on my knowledge, this annual report does not contain any untrue        
statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements  
were made, not misleading with respect to the period covered by this annual     
report;                                                                         

3. Based on my knowledge, the financial statements, and other financial         
information included in this annual report, fairly present in all material      
respects the financial condition, results of operations and cash flows of the   
registrant as of, and for, the periods presented in this annual report;         

4. The registrant's other certifying officers and I are responsible for         
establishing and maintaining disclosure controls and procedures (as defined in  
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:              

    a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report
is being prepared;                                            

        b) evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and               

c) presented in this annual report our conclusions about the  
      effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                         

5. The registrant's other certifying officers and I have disclosed, based on    
our most recent evaluation, to the registrant's auditors and the audit          
committee of registrant's board of directors (or persons performing the         
equivalent functions):                                                          

        a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have 
     identified for the registrant's auditors any material weaknesses in
internal controls; and                                        

    b) any fraud, whether or not material, that involves management or
 other employees who have a significant role in the registrant's
internal controls; and                                        

6. The registrant's other certifying officers and I have indicated in this      
annual report whether there were significant changes in internal controls or in 
other factors that could significantly affect internal controls subsequent to   
the date of our most recent evaluation, including any corrective actions with   
regard to significant deficiencies and material weaknesses.                     

Date: April 1, 2004                                                             

/s/ Michael Watts                                                               
Michael Watts                                                                   
CEO,Director                                                                    

 CERTIFICATION PURSUANT TO
 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas Thebes, certify that:                                                 

1. I have reviewed this annual report on Form 10-KSB of Force Protection,       
Inc.;                                                                           

2. Based on my knowledge, this annual report does not contain any untrue        
statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements  
were made, not misleading with respect to the period covered by this annual     
report;                                                                         

3. Based on my knowledge, the financial statements, and other financial         
information included in this annual report, fairly present in all material      
respects the financial condition, results of operations and cash flows of the   
registrant as of, and for, the periods presented in this annual report;         

4. The registrant's other certifying officers and I are responsible for         
establishing and maintaining disclosure controls and procedures (as defined in  
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:              

    a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report
is being prepared;                                            

        b) evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and               

c) presented in this annual report our conclusions about the  
      effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                         

5. The registrant's other certifying officers and I have disclosed, based on    
our most recent evaluation, to the registrant's auditors and the audit          
committee of registrant's board of directors (or persons performing the         
equivalent functions):                                                          

        a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have 
     identified for the registrant's auditors any material weaknesses in
internal controls; and                                        

    b) any fraud, whether or not material, that involves management or
 other employees who have a significant role in the registrant's
internal controls; and                                        

6. The registrant's other certifying officers and I have indicated in this      
annual report whether there were significant changes in internal controls or in 
other factors that could significantly affect internal controls subsequent to   
the date of our most recent evaluation, including any corrective actions with   
regard to significant deficiencies and material weaknesses.                     

Date: April 1, 2004                                                             

/s/ Thomas Thebes                                                               
Thomas Thebes                                                                   
CFO, VP of Finance                                                              

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 Jeff Conrad and Sonic Jet Performance,   
Inc. (filed herewith).                                      

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

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

10.11     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).            

10.12     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).

10.13     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).                                                  

10.14     Modified  Employment Offer Letter dated March 17, 2003                
     between Madhava Rao Mankal and Sonic Jet Performance, Inc. (filed
herewith).                                                  

10.15     Employment Offer Letter between Madhava Rao Mankal and Sonic Jet      
Performance, Inc. (filed herewith).                         

10.16     Employment  Offer Letter between Frank Kavanaugh and Sonic Jet        
Performance, Inc. (filed herewith).                         

10.17     Employement Offer Letter between Walter Wright and Sonic Jet          
Performance, Inc. (filed herewith).                         

10.18     Consulting  Agreement  between  Harrison Douglas, Inc. and Sonic Jet  
Performance (filed herewith).                               

10.19     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).                                                     

10.20     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).                                                 

10.21     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).                      

10.22     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).                                                 

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

10.24     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).                                         

10.25     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).          

21.0      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.           
(Previously filed)                                          

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.                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB/A’ Filing		Date		Other Filings
		12/27/04
		11/1/04
		6/30/04		10QSB
		6/23/04
		6/20/04
		4/1/04
Filed on:		3/3/04		4
		3/2/04
		3/1/04
For Period End:		12/31/03		10KSB,  10KSB/A,  5
		12/29/03
		12/27/03
		12/5/03
		11/30/03
		11/18/03		10QSB
		11/15/03
		11/7/03		S-8
		10/15/03
		10/12/03
		10/10/03
		10/1/03
		9/30/03		10QSB,  NT 10-Q
		9/22/03
		9/20/03
		9/15/03
		9/13/03
		9/4/03
		8/19/03		10QSB
		8/18/03
		8/11/03
		7/31/03
		7/28/03		DEF 14A
		7/15/03		5
		7/1/03
		6/30/03		10QSB,  NT 10-Q
		6/27/03
		6/26/03
		6/20/03
		5/29/03
		4/16/03		10KSB
		4/15/03
		4/1/03
		3/31/03		10QSB,  NT 10-Q
		3/17/03
		2/14/03
		1/1/03
		12/31/02		10KSB,  10KSB/A,  NT 10-K
		12/27/02
		12/20/02
		11/18/02		10QSB
		11/14/02		NT 10-Q
		9/30/02		10QSB,  NT 10-Q
		7/17/02
		7/1/02
		6/28/02		8-K
		6/20/02
		6/13/02
		3/15/02		10KSB,  PRE 14A
		2/5/02
		2/1/02		5
		1/7/02		8-K
		1/2/02
		12/31/01		10KSB,  10KSB/A
		12/27/01		3
		12/31/00		10KSB,  NT 10-K
		6/30/00		10KSB/A,  10QSB,  DEF 14C,  NT 10-Q
		5/1/00
		12/31/99		10KSB,  10KSB/A,  NT 10-K
		12/29/98
		11/5/98
		11/4/98
		7/6/98		8-K
		6/30/98		10QSB
		6/12/98
		4/15/98		10KSB
		3/24/97		10SB12G
		1/15/97
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