Edgar Filing: FORCE PROTECTION INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2004

REGISTRATION NO. 333-112227

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT 1
TO THE
FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORCE PROTECTION, INC.

(Name of small business issuer in its charter)

Colorado 3795 84-1383888
(State of other jurisdiction (Primary Standard (IRS Employer
of incorporation) Industrial Identification Number)
Classification Code Number)

9801 Highway 78, #3
Ladson, South Carolina 29456
(843) 740-7015
(Address and telephone number of principal executive offices)

9801 Highway 78, #3, Ladson, South Carolina 29456
(843) 740-7015
(Address of principal place of business or intended principal place of business)

Michael Watts, Chief Executive Officer
9801 Highway 78, #3
Ladson, South Carolina 29456
(843) 740-7015
(Name, address and telephone number of agent for service)

Copies of communications to:

Amy Trombly
80 Dorcar Road
Newton, MA 02459
(617) 243-0850

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the offering. [ ]

If this Form is post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Proposed
Title of each class of Proposed maximum maximum Amount of
securities to be Amount to be offering price per Aggregate registration fee
registered . registered(1) security(2) offering price
---------------------------------------- ----------------- -------------------- ---------------

Common stock, par value $.0001 per share 47,240,000 $ .08 $ 3,779,200 $ 305.74
---------------------------------------- ----------------- -------------------- --------------- -----------------

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall be deemed
to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). For
the purposes of this table, we have used the average of the closing bid and ask prices of the common stock as traded
in the over the counter market and reported on the OTC Electronic Bulletin Board on January 23, 2004.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is declared effective. This prospectus is not
an offer to sell these securities, and we are not soliciting offers to buy these
securities, in any state where the offer or sale is not permitted.

PROSPECTUS
FORCE PROTCTION, INC.

This prospectus relates to the sale of up to 47,240,000 shares of our common
stock by our stockholders. We are not selling any securities in this offering
and therefore will not receive any proceeds from this offering. We will,
however, receive proceeds from the sale of securities under an Investment
Agreement, also referred to as an Equity Line of Credit, that we have entered
into with one of the selling stockholders, Dutchess Private Equities Fund, L.P.,
which permits us to "put" up to $3.5 million in shares of common stock to
Dutchess Private Equities Fund. All costs associated with this registration will
be borne by us.

The shares of common stock are being offered for sale by the selling
stockholders at prices established on the Over-the-Counter Bulletin Board or in
negotiated transactions during the term of this offering. Our common stock is
quoted on the Over-the-Counter Bulletin Board under the symbol FRCP.OB. On
January 16, 2004, the last reported sale price of our common stock was $0.08 per
share.

The selling stockholders consist of:

Dutchess Private Equities Fund L.P. 35,000,000
----------------------------------- ----------
Dennis Benner . . . . . . . . . . . 3,600,000
----------------------------------- ----------
Ed Lassiter . . . . . . . . . . . . 3,600,000
----------------------------------- ----------
Eric Heineken . . . . . . . . . . . 1,800,000
----------------------------------- ----------
Robert Baker. . . . . . . . . . . . 1,800,000
----------------------------------- ----------
Jim Shrum . . . . . . . . . . . . . 1,440,000
----------------------------------- ----------

Dutchess is an "underwriter" within the meaning of the Securities Act of 1933,
as amended, in connection with the resale of common stock under the Investment
Agreement. Dutchess will pay us 93% of lowest closing bid price of the common
stock during the five consecutive trading day period immediately following the
date of our notice to them of our election to put shares pursuant to the Equity
Line of Credit. The "C" Series Preferred Shares held by Robert Baker, Eric
Heineken, and Jim Shrum, were issued in a prior private placement. The
convertible debt held by Dennis Benner, and Ed Lassiter was issued in a prior
private placement.

This investment involves a high degree of risk. You should purchase securities
only if you can afford a complete loss. See "Risk Factors" beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Subject to Completion, the date of this Prospectus is February 11, 2004

TABLE OF CONTENTS

PROSPECTUS SUMMARY 5
SHARES ELIGIBLE FOR FUTURE SALE 6
RISKFACTORS 9
USE OF PROCEEDS 17
DILUTION 17
SELLING STOCKHOLDERS 18
PLAN OF DISTRIBUTION 19
CAPITALIZATION 20
DIVIDEND POLICY 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 21
DESCRIPTION OF BUSINESS 26
DESCRIPTION OF PROPERTY 29
MANAGEMENT 30
EXECUTIVE COMPENSATION 32
RELATED PARTY TRANSACTIONS 34
MARKET FOR OUR COMMON STOCK 35
REPORTS TO SECURITYHOLDERS 36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT 36
DESCRIPTION OF SECURITIES 37
LEGAL PROCEEDINGS 38
LEGAL MATTERS 38
EXPERTS 38
FINANCIAL STATEMENTS F-1

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements including the notes thereto, appearing
elsewhere in this prospectus. Because it is a summary, it does not contain all
of the information you should consider before making an investment decision.

FORCE PROTECTION, INC.

We 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 manufacture and market military vehicles that
are protected against landmines and hostile fire. These vehicles are typically
used to transport personnel safely in areas infested with landmines and for the
actual removal of landmines.

Our principal executive offices are located at 9801 Highway 78, #3, Ladson,
South Carolina 29456. Our telephone number is (843) 740-7015.

THE OFFERING

This offering relates to the resale of our common stock by certain persons who
are, or will become, our stockholders. The selling stockholders consist of:

We have entered into an Investment Agreement with Dutchess Private Equities
Fund, also referred to as an Equity Line of Credit. That agreement provides
that, following notice to Dutchess, we may put to Dutchess up to $3.5 million in
shares of our common stock for a purchase price equal to 93% of the lowest
closing bid price on the Over-the-Counter Bulletin Board of our common stock
during the five day period following that notice. Each put will be equal to
either (a) 200% of the average daily volume of our common stock for the 10
trading days prior to the put notice date, multiplied by the average of the
three daily closing best bid prices immediately preceding the Put or (b)
$10,000; provided that in no event will the Put Amount be more than $1,000,000
with respect to any single Put.

In turn, Dutchess has indicated that it will resell those shares in the open
market, resell our shares to other investors through negotiated transactions or
hold our shares in its portfolio. This prospectus covers the resale of our stock
by Dutchess either in the open market or to other investors through negotiated
transactions. We are also registering the resale of shares which will be issued
to Robert Baker, Eric Heineken, and Jim Shrum upon the conversion of securities
they already own, and to Dennis Benner, and Ed Lassiter upon the conversion of
notes they already hold. To the best of our knowledge, Messrs. Benner, Lassiter,
Heineken, Baker and Strum are unaffiliated with Dutchess.

OUR CAPITAL STRUCTURE AND SHARES ELIGIBLE FOR FUTURE SALE

The following table outlines our capital stock as of the date of this
prospectus:

Common Stock outstanding

Before the offering 122,280,238 shares (1)

After the offering 169,520,238 shares (1)(2)

(1) Assumes:

No conversion of shares of Series B Preferred Stock outstanding as of December
31, 2003:

Shareholder . . . . # of Shares Held Common after Conversion
-------------------- ---------------- -----------------------
Ashford Capital, LLC 10 36,000,000
-------------------- ---------------- -----------------------

No conversion of shares of Series C Preferred outstanding as of December 31,
2003

Shareholder . . . . . . . . # of Shares Held Common after Conversion
---------------------------- ---------------- -----------------------
Ashford Capital, KK. . . . . 5 1,800,000
---------------------------- ---------------- -----------------------
Robert Baker . . . . . . . . 5 1,800,000
---------------------------- ---------------- -----------------------
Garth Barrett. . . . . . . . 10 3,600,000
---------------------------- ---------------- -----------------------
EFund Capital Partners, LLC. 9 3,240,000
---------------------------- ---------------- -----------------------
EFund Small-Cap Fund, LP . . 28 10,080,000
---------------------------- ---------------- -----------------------
R. Scott Ervin . . . . . . . 1 360,000
---------------------------- ---------------- -----------------------
Erik Heinekin. . . . . . . . 5 1,800,000
---------------------------- ---------------- -----------------------
Hratch Khedesian . . . . . . 1 360,000
---------------------------- ---------------- -----------------------
Russell James Miller JR TTEE 2 720,000
---------------------------- ---------------- -----------------------
Sharada M. Rao . . . . . . . 1 360,000
---------------------------- ---------------- -----------------------
Noriaki Sasaki . . . . . . . 9 3,240,000
---------------------------- ---------------- -----------------------
James A. Shrum . . . . . . . 4 1,440,000
---------------------------- ---------------- -----------------------
Michael Watts. . . . . . . . 50 18,000,000
---------------------------- ---------------- -----------------------
Total. . . . . . . . . . . 130 46,800,000
---------------------------- ---------------- -----------------------

No conversion of options outstanding as of December 31, 2003:

Option Holder . . . . Option Price # of Shares
--------------------- ------------ -----------
Michael Watts . . . . .07 2,000,000
--------------------- ------------ -----------
Denis Hickey. . . . . .04 733,319
--------------------- ------------ -----------
Audrey Clarke-Pounder .10 240,000
--------------------- ------------ -----------
Gregory John Cote . . .10 340,000
--------------------- ------------ -----------

No conversion of warrants outstanding as of December 31, 2003:

Warrant Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercise Price # of Common Stock Shares
--------------------------------------------------------------------- --------------- ------------------------
Outstanding common stock warrants outstanding as of December 31, 2003 $0.20 per share 22,563,900
--------------------------------------------------------------------- --------------- ------------------------
$10,000 per
Dennis Benner . . . . . . . . . . . . . . . . . . . . . . . . . . . . Series C share 3,600,000
--------------------------------------------------------------------- --------------- ------------------------
$10,000 per
Ed Lassiter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Series C share 3,600,000
--------------------------------------------------------------------- --------------- ------------------------

(2) Assumes that we put 35,000,000 shares to Dutchess during the term of the
Investment Agreement.

Use of proceeds

We will not receive any proceeds from the sale by the selling stockholders of
our common stock. We will receive proceeds from our Investment Agreement with
Dutchess Private Equities Fund LP. See "Use of Proceeds."

Symbol for our common stock

Our common stock trades on the OTCBB Market under the symbol "FRCP.OB"

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The selected financial information presented below is derived from and should be
read in conjunction with our financial statements, including notes thereto,
appearing elsewhere in this prospectus. See "Financial statements."

SUMMARY OPEARTING INFORMATION:
FISCAL YEAR ENDED
------------------------------
DECEMBER 31,

2002 2001
------------ ------------

Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,606,634 $ 1,199,047

Net Income/(Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $(5,373,377) $(1,437,818)

Loss per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.09) $ (0.05)

Weighted average number of
common shares outstanding . . . . . . . . . . . . . . . . . . . . . . 61,421,885 23,816,716

SUMMARY BALANCE SHEET INFORMATION

AS AT DECEMBER 31,
--------------------
2002 2001
-------------------- -----------

Working Capital. . . $ (872,800) $ (313,898)
Total Assets . . . . $ 2,615,451 $2,113,779
Total Liabilities. . 1,812,001 938,864
Stockholders' equity 803,450 1,174,915

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the following risk factors, other information included in
this prospectus and information in our periodic reports filed with the SEC. If
any of the following risks actually occur, our business, financial condition or
results of operations could be materially and adversely affected and you may
lose some or all of your investment.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We generally use words such as "believe," "may," "could," "will,"
"intend," "expect," "anticipate," "plan," and similar expressions to identify
forward-looking statements. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons, including
the risks described below and elsewhere in this report. Although we believe the
expectations reflected in the forward-looking statements are reasonable, they
relate only to events as of the date on which the statements are made, and our
future results, levels of activity, performance or achievements may not meet
these expectations. We do not intend to update any of the forward-looking
statements after the date of this document to conform these statements to actual
results or to changes in our expectations, except as required by law.

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 $3,573,382 for the
nine-month period ended September 30, 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 $2,099,849 for
the nine-month period ended September 30, 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 $2,606,634
and $1,199,047 in years 2002 and 2001. 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, 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 nine-months ended September 30, 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 Defense. 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 our
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 components to our 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 our
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
approximately 36% 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.

RISKS RELATED TO THIS OFFERING AND OUR STOCK

"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 volatility 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.

USE OF PROCEEDS
---------------

This prospectus relates to shares of our common stock that may be offered and
sold from time to time by certain selling stockholders. We will not receive
proceeds from the sale of shares of common stock in this offering. However, we
will receive the proceeds from the sale of shares of common stock to Dutchess
under the Investment Agreement. The purchase price of the shares purchased under
the Investment Agreement will be equal to 93% of the lowest closing bid price of
our common stock on the Over-the-Counter Bulletin Board for the ten days
immediately following the date of our notice of election to exercise our put.

For illustrative purposes, we have set forth below our intended use of proceeds
for the range of net proceeds indicated below to be received under the
Investment Agreement. The table assumes estimated offering expenses of $25,000.

Proceeds Proceeds
If 100% Sold If 50% Sold
------------- ------------
Gross proceeds . . . . . . . . . . . . . . . . . . . . . . . $ 2,800,000 $ 1,400,000
Estimated remaining associated professional fees of offering $ 25,000 $ 25,000
------------- ------------
Net proceeds . . . . . . . . . . . . . . . . . . . . . . . . $ 2,775,000 $ 1,375,000
============= ============

Priority Proceeds Proceeds
--------------- ------------- ------------
Sales and marketing. . . . . . . . . . . . . . . . . . . . . 1st $ 1,000,000 $ 500,000
Working capital and general corporate expenses . . . . . . . 2nd $ 1,000,000 $ 400,000
Inventory and raw materials. . . . . . . . . . . . . . . . . 3rd $ 300,000 $ 300,000
Machinery, new product development and testing . . . . . . . 4th $ 225,000 $ 100,000
Facilities and capital expenditures. . . . . . . . . . . . . 5th $ 250,000 $ 100,000
------------ ----------
$ 2,775,000 $1,400,000
============ ==========

DETERMINATION OF OFFERING PRICE

DILUTION
--------

Our net tangible book value as of September 30, 2003 was ($1,006,749), or ($
0.0088) per share of common stock. Net tangible book value is determined by
dividing our tangible book value (total tangible assets less total liabilities)
by the number of outstanding shares of our common stock. Since this offering is
being made solely by the selling stockholders and none of the proceeds will be
paid to us, our net tangible book value will be unaffected by this offering. Our
net tangible book value, however, will be impacted by the common stock to be
issued to Dutchess Capital Equities Fund LP. The amount of dilution will depend
on the offering price and number of shares to be issued. The following example
shows the dilution to new investors at an offering price of $.08 per share.

Since this offering is being made solely by the selling stockholders and none of
the proceeds will be paid to us, our net tangible book value will be unaffected
by this offering. Our net tangible book value, however, will be impacted by the
common stock to be issued to Dutchess. The amount of dilution will depend on the
offering price and number of shares to be issued. The following example shows
the dilution to new investors at an offering price of $.08 per share. If we
assume that we were to issue 35,000,000 shares of common stock to Dutchess at an
assumed offering price of $0.08 per share, less $25,000 of offering expenses,
our net tangible book value as of September 30, 2003 would have been $1,768,251,
or $001446 per share. This represents an immediate increase in net tangible book
value to existing shareholders of $0.02269 per share and an immediate dilution
to new shareholders of $(0.068) per share.

Net tangible book value per share before this offering ($1,006,749)
Net tangible book value after this offering $1,768,251
Assumed public offering price per share $0.0800
Net tangible book value per share after this offering $0.01124
Dilution of net tangible book value per share to new investors $0.0680
Increase in net tangible book value
per share to existing shareholders $0.02269

SELLING SECURITY HOLDERS

Based upon information available to us as of December 11, 2003, the following
table sets forth the name of the selling stockholders, the number of shares
owned, the number of shares registered by this prospectus and the number and
percent of outstanding shares that the selling stockholders will own after the
sale of the registered shares, assuming all of the shares are sold. The
information provided in the table and discussions below has been obtained from
the selling stockholders. The selling stockholders may have sold, transferred or
otherwise disposed of, or may sell, transfer or otherwise dispose of, at any
time or from time to time since the date on which they provided the information
regarding the shares beneficially owned, all or a portion of the shares of
common stock beneficially owned in transactions exempt from the registration
requirements of the Securities Act of 1933. As used in this prospectus, "selling
stockholder" includes donees, pledgees, transferees or other
successors-in-interest selling shares received from the named selling
stockholder as a gift, pledge, distribution or other non-sale related transfer.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated
by the Commission under the Securities Exchange Act of 1934. Unless otherwise
noted, each person or group identified possesses sole voting and investment
power with respect to the shares, subject to community property laws where
applicable.

Number of
Shares Number of Shares
Beneficially Beneficially
Owned Before Number of Shares Owned After the
the Offering Being Offered Offering (1)
------------ ---------------- ----------------
Dutchess Private Equities Fund LP (2) -0- 35,000,000 -0-
-------------------------------------- ------------ ---------------- ----------------
Dennis Benner. . . . . . . . . . . . . 800,000 3,600,000 800,000
-------------------------------------- ------------ ---------------- ----------------
Ed Lassiter. . . . . . . . . . . . . . 500,000 3,600,000 500,000
-------------------------------------- ------------ ---------------- ----------------
Eric Heineken. . . . . . . . . . . . . -0- 1,800,000 -0-
-------------------------------------- ------------ ---------------- ----------------
Robert Baker . . . . . . . . . . . . . -0- 1,800,000 -0-
-------------------------------------- ------------ ---------------- ----------------
Jim Shrum. . . . . . . . . . . . . . . -0- 1,440,000 -0-
-------------------------------------- ------------ ---------------- ----------------

(1) The numbers assume that the selling stockholders have sold all of the shares
offered hereby prior to completion of this Offering.
(2) Represents shares we may issue as a result of exercising our right to put shares
to Dutchess pursuant to an Equity Line of Credit. Since we are not obligated to use the
Equity Line of Credit and the amount of shares that we may issue pursuant to the Equity
Line is partly based on the future market price of our common stock, we can not predict
with accuracy the actual number of shares we may issue to Dutchess. The principals of
Dutchess Private Equities Fund, LP are Michael Novielli and Douglas Leighton.

PLAN OF DISTRIBUTION

The selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. The selling stockholders
may sell the shares from time to time:

- in transactions on the Over-the-Counter Bulletin Board or on any national
securities exchange or U.S. inter-dealer system of a registered national
securities association on which our common stock may be listed or quoted at the
time of sale; or

- in private transactions and transactions otherwise than on these exchanges or
systems or in the over-the-counter market; - at prices related to such
prevailing market prices, or - in negotiated transactions, or

- in a combination of such methods of sale; or - any other method permitted by
law.

The selling stockholders may effect such transactions by offering and selling
the shares directly to or through securities broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of the shares
for whom such broker-dealers may act as agent or to whom the selling
stockholders may sell as principal, or both, which compensation as to a
particular broker-dealer might be in excess of customary commissions.

Dutchess Advisors and any broker-dealers who act in connection with the sale of
its shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any discounts, concessions or commissions received by them
and profit on any resale of the shares as principal may be deemed to be
underwriting discounts, concessions and commissions under the Securities Act.

On or prior to the effectiveness of the registration statement to which this
prospectus is a part, we will advise the selling stockholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be governed by the prospectus delivery requirements under the
Securities Act. Under applicable rules and regulations under the Securities
Exchange Act, any person engaged in a distribution of any of the shares may not
simultaneously engage in market activities with respect to the common stock for
the applicable period under Regulation M prior to the commencement of such
distribution. In addition and without limiting the foregoing, the selling
security owners will be governed by the applicable provisions of the Securities
and Exchange Act, and the rules and regulations there under, including without
limitation Rule 10b-5 and Regulation M, which provisions may limit the timing of
purchases and sales of any of the shares by the selling stockholders. All of the
foregoing may affect the marketability of our securities.

On or prior to the effectiveness of the registration statement to which this
prospectus is a part, we will advise the selling stockholders that the
anti-manipulation rules under the Securities Exchange Act may apply to sales of
shares in the market and to the activities of the selling security owners and
any of their affiliates. We have informed the selling stockholders that they may
not:

- engage in any stabilization activity in connection with any of the shares; -
bid for or purchase any of the shares or any rights to acquire the shares, -
attempt to induce any person to purchase any of the shares or rights to acquire
the shares other than as permitted under the Securities Exchange Act; or
- effect any sale or distribution of the shares until after the prospectus shall
have been appropriately amended or supplemented, if required, to describe the
terms of the sale or distribution.

We have informed the selling stockholders that they must effect all sales of
shares in broker's transactions, through broker-dealers acting as agents, in
transactions directly with market makers, or in privately negotiated
transactions where no broker or other third party, other than the purchaser, is
involved.

The selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any broker-dealers, and any profits
received on the resale of shares, may be deemed to be underwriting discounts and
commissions under the Securities Act if the broker-dealers purchase shares as
principal.

In the absence of the registration statement to which this prospectus is a part,
certain of the selling stockholders would be able to sell their shares only
pursuant to the limitations of Rule 144 promulgated under the Securities Act.

We engaged Charleston Capital, LLC as our placement agent with respect to the
securities to be issued under the Equity Line of Credit. To our knowledge
Charleston Capital, LLC has no affiliation or business relationship with
Dutchess. We agreed to pay the Charleston Capital 1% of the gross proceeds from
each put with an aggregate maximum of $7,500 over the term of our agreement. The
Placement Agent agreement terminates when our Investment Agreement with Dutchess
terminates pursuant to the terms of that Investment Agreement.

CAPITALIZATION
--------------

The following table sets forth our cash and capitalization as of September 30,
2003.

- on an actual basis: and

- as adjustment to reflect the issuance of up to 35,000,000 shares of our common
stock upon sale of Common shares.

This table should be read in conjunction with "Selected Financial Data",
Management Discussion and Analysis of Financial Condition and Results of
Operations" and our audited consolidated financial statements and unaudited
interim condensed consolidated financial statements and the noted thereto
included elsewhere in this prospectus.

As of September 30, 2003
--------------------------
Actual As adjusted
--------- -----------
Cash and cash equivalents. 13,019 2,788,019
-------------------------- --------- -----------

Short Term Loans (1) . . . 839,620 839,620
-------------------------- --------- -----------
Long Term Liabilities (2). 195,867 195,867
-------------------------- --------- -----------
Share holders Equity . . . 528,124 3,303,124
-------------------------- --------- -----------

Total Capitalization . . . 1,563,611 4,338,611
-------------------------- --------- -----------

1. Short term debt consists of notes payable to various individuals.

2. Long term debt consists of the notes payable to various individuals.

The above capitalization table presents the impact of the sale of 35,000,000
shares through Dutchess Capital Equities Fund LP for an estimated cash
equivalent of $2,775,000.

DIVIDEND POLICY
---------------

We do not pay dividends on our common stock and we do not anticipate paying
dividends on our common stock in the foreseeable future. We intend to retain our
future earnings, if any, to finance the growth of our business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------------
OPERATIONS
-----

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 protected vehicles.

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, 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. We have set up financial reserves for warranty expenses on past
sales and restructuring costs, and expect minimal internal resources to be
devoted to Xtreme Companies.

RESULTS OF OPERATIONS

Comparison of the twelve months ended December 31, 2002, and 2001.

In fiscal year 2002, 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 2002 increased by $ 1.4 million or 116% compared to 2001. 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 declined
$712 thousand, or 59%. The reduction in boat sales can primarily be attributed
to reduction in our effort to sell recreational boats, our move to Stanton
headquarters and manufacturing facility during the third quarter, and a
revamping of the sales force in the first and fourth quarters.

Cost of sales for 2002 was $1.9 million, or 72% of sales, compared to 75 % in
2001. This decrease is attributable to decreasing cost of sales for boats.

Selling, general and administrative expenses for 2002, increased by $3.2 million
to $ 4.7 million compared to $ 1.5 million for 2001. The increase is partially
the result of additional TSG selling general and administrative expenses of
$733,000. The remaining increase can be attributed to: costs associated with
acquisition of TSG, fund raising expenses, expenses related to business
consultants of $628,000, brochures and demo expenses, debt forgiveness, and the
write-off of tools, molds, design rights, and obsolete boat inventory of $1.4
million verses a write-off of $400,000 excess inventory in 2001. In addition,
primarily as a result of fund raising, we charged $692,000 to loss on conversion
of warrants to reflect the conversion of warrants to purchase shares of our
common stock at $.01 per share verses a market value of $.10.

Our net loss for 2002 was $5.37 million as compared to $1.43 million for 2001.
The increase is attributed to costs associated with acquisition of TSG, fund
raising, business consultants, brochures and demo expenses, debt forgiveness,
and the write-off of tools, molds, design rights, and obsolete inventory, and
the loss on conversion of warrants, all described above.

Business Segment Analysis of 2002

Sonic Jet Performance - 2002 Segment Information (000's)
TSG mine
protected
Boats vehicle Corp Total
-------------------- -------------- ------------ ----------- ----------------

Sales 434 2,172 2,606
Cost of Sales 254 1,623 1,877
-------------- ------------ ----------- ---------------

Gross Profit 180 549 729
G.P. % 41% 25% 34.5%

SG&A 2,251 733 3,118 6,102
-------------------- -------------- ------------ ----------- ----------------
Other
Income (Expense)

Segment P&L (2,071) (184) (3,118) (5,373)
-------------------- -------------- ------------ ----------- -----------------

Mine protected vehicles provided 83% of the sales, 86% of the cost of goods
sold, and 75% of the gross profit. The following explains the relatively large
selling, general and administrative expenses of the boat business and corporate
overhead:

Boats:
Inventory write-off $328
Impaired assets 1,088
molds and designs --------
TOTAL $1,416
--------

Corporate:
Loss on conversion of warrants 692
Consultants 628
Debt forgiveness (37)
Indirect cost of raising money 196
Stock to employees 150
--------
TOTAL 1,629

COMPARISON OF THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002.

Net sales for the three and nine months ended September 30, 2003 increased by
$1,546,660 and $1,887,161, respectively, compared to the three months and nine
months ended September 30, 2002. On June 30, 2002 we acquired TSG, whose sales
for the three-month and nine month periods ended September 30, 2003 were
$2,637,115 and $3,322,664, respectively. The increase in sales is attributable
to TSG. Sales of boats declined for the nine months compared to last year. TSG
began shipping production Buffalos under a U.S. Army contract in June of 2003,
which contract comprised over 90% of the sales of that division.

Third quarter consolidated income was $183,246 in 2003, compared to a loss of
$2,346,345 in 2002. The loss from operations for the nine months in 2003
decreased 10.4% to $2,870,394 from $3,203,513 in 2002. The improvement in
operations is due to the sales increase in the TSG division and the downsizing
of the boat operations.

Cost of sales for the three months and nine months ended September 30, 2003 was
$1,861,614 and $2,698,051 higher than the three months and nine months of 2002
respectively. Cost of sales percent was 67.9% and 78.4% of sales for the three
months and nine months ended 2003 compared to approximately 78% and 66% for
comparative periods in 2002. The ten-percentage point's decrease in cost of
sales in the third quarter 2003 is the result of ramping up production of
Buffalos.

Selling, general and administrative expenses decreased for the three months
ended September 30, 2003 from the corresponding period in 2002 by $2,093,362.
Last year we wrote-off non-performing and obsolete assets, settled with vendors
related to the TSG purchase, and paid stock and cash for services incurred to
finance the businesses and attract consultants to help with operations. For the
nine months ended September 30, 2003, 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, transfer of the boat business, and the settling of
liabilities related to the purchase of TSG.

Net profit was $183,246 for three months ended September 30, 2003 compared to a
loss of $2,346,345 in the corresponding period of 2002. The turnaround in profit
can be attributable to the government program selling TSG's Buffalos to the
Army. The loss for the nine months of 2003 compared to the equivalent period
last year increased by $395,239. The increase is attributed to restructuring
expenses and an increase in interest expense, offset by third quarter profits
from TSG.

INVESTING ACTIVITIES.

Our capital expenditures for the three months and nine months ended September
30, 2003 were $31,182 and $64,964 respectively, related to investments in office
and manufacturing equipment. We anticipate that our capital expenditures during
the remainder of 2003 will increase because of improvements to operating
efficiencies, and relocation of our primary facilities.

FINANCING ACTIVITIES.

During the three months and nine months ended September 30, 2003, we sold a
total of 2,245,000 and 25,924,000 restricted shares of common stock and
warrants, respectively, to investors pursuant to a private placement memorandum,
generating net proceeds of $88,981 and $1,299,900, respectively pursuant to the
sale of common stock units.

On March 31, 2003, we 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, we had
obtained $725,000 in capital from note holders for 2003. Of this amount, $50,000
was converted into series C preferred stock. The terms of the remaining notes
are being negotiated to be 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 us 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 September 30,
2003 TSG had drawn approximately $3,800,000 gross, all of which has been repaid
at September 30, 2003.

On September 20, 2003, we entered into an equity line of credit agreement with
Dutchess Private Equities Fund, LP. That agreement provides that, following
notice to Dutchess, we may put to Dutchess up to $3.5 million in shares of our
common stock for a purchase price equal to 93% of the lowest closing bid price
on the Over-the-Counter Bulletin Board of our common stock during the five day
period following that notice. Each put will be equal to either (a) 200% of the
average daily volume of our common stock for the 10 trading days prior to the
put notice date, multiplied by the average of the three daily closing best bid
prices immediately preceding the Put or (b) $10,000; provided that in no event
will the Put Amount be more than $1,000,000 with respect to any single Put.

LIQUIDITY AND CAPITAL RESOURCES.

As of September 30, 2003, cash and cash equivalents were $13,019 compared to
$144,476 as of December 31, 2002. We have raised net proceeds of approximately
$88,981 and $1,299,900 through a private placement during the three and nine
months ended September 30, 2003, respectively. Our principal sources of capital
have been cash flow from our operations, the sale of common stock, promissory
notes mentioned in financing activities, and borrowings from G.C. Financial
Services. Based on our current operating plan, we anticipate that additional
financing will be required to finance growth in operations and capital
expenditures, possibly in 2003 and definitely in 2004.

Presently, we are generating sufficient revenue to cover expenses and hire
employees. However, our future liquidity will depend on our ability to obtain
necessary financing from outside sources.

Our currently anticipated levels of revenues and cash flow are subject to many
uncertainties. The amount of funds that we will require will depend upon many
factors, including without limitation, the extent and timing of sales of our
products, future inventory costs, the timing and costs associated with the
establishment and/or expansion, as appropriate, of our manufacturing,
development, engineering and customer support capabilities, the timing and cost
of product development and enhancement activities and our operating results.
Until we generate cash flow from operations that will be sufficient to satisfy
our cash requirements, we will 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.

Additional financing may not be available, or available on acceptable terms, if
and when we need it. The inability to obtain additional financing or generate
sufficient cash from operations could require us to reduce or eliminate
expenditures for capital equipment, research and development, production or
marketing of our products, or otherwise curtail or discontinue our operations.
Furthermore, if we raise funds through the sale of additional equity securities,
our common stock currently outstanding will be further diluted.

INFLATION.

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

CRITICAL ACCOUNTING POLICIES.

The Securities and Exchange Commission has issued Financial Reporting release
No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting
Policies," or FRR 60, suggesting companies provide additional disclosure and
commentary on their most critical accounting policies. In FRR 60, the SEC
defined the most critical accounting policies as the ones that are most
important to the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and subjective
judgments, often as a result of the need to make estimates of matters that are
inherently uncertain. Based on this definition, our most critical accounting
policies include: non-cash compensation valuation that affects the total
expenses reported in the current period. 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.

General Statement:
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:

Revenue recognition:
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.

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.

Property, Plant and Equipment:
Property, plant and equipment is recorded at cost. 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. The cost of plant and equipment is depreciated using the
straight-line method over the estimated useful life of the asset.

DESCRIPTION OF BUSINESS
-----------------------

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 2002, we shifted our focus to vehicles that protect and save lives. As
part of the shift we acquired the shares of Technical Solutions Group, Inc., or
TSG, a development stage manufacturer of Mine Protected Vehicles based in
Charleston, South Carolina.

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. 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.

OVERVIEW

We design, manufacture and market mine protected vehicles. These products are
designed to protect and save lives. We are an Over-the-Counter company, publicly
traded on the Over the Counter Bulletin Board under the ticker symbol "FRCP.OB."

We are headquartered in Ladson, South Carolina. TSG designs, manufactures and
markets mine-protected vehicles used by military organizations domestically and
abroad for transportation, demining, and special applications. We are a complete
design-to-manufacturing organization, creating or licensing designs, and
creating tooling, molds, and parts necessary to assemble the products in-house.

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.

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, and landmine
hazards 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
an earlier death in Kosovo of an American solder while riding in an up-armored
M998 High Mobility Multi-purpose Wheeled Vehicle 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 extremely
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.

OUR 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. We have moved our
products into the "limited deployment" stage.

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 45-pound wheel and 30-pound 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. Self Forming Fragmentation Plates, which protect the occupants of
the vehicle against newer landmine technology, are available as an option.

COUGAR

A versatile, multi-purpose vehicle 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 Peterbilt and Marmon-Herrington commercial automotive technology to
produce a user-friendly and adaptable vehicle. The Cougar can be configured to
serve as a mine protected 10 - 16 seat troop transport vehicle, a weapons
platform, a law enforcement special response vehicle, an EOD/Range Clearance
vehicle, or a VIP Protection vehicle. Available in various configurations
including: 4x2, 4x4, and 6x6.
Lion

Designed to seat six 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 Lion has ballistic protection to 7.62 x 52mm NATO
ball, which can be increased to Dragunov Armor Piercing anti personnel rounds.
The Lion is powered by a GM V8 gas or diesel engine and is aimed at VIP
transport and law enforcement markets. It may have specific military
applications in high-risk environments.

CUSTOMER ACTIVITY

Ten Buffalo mine protected vehicles have been delivered to the U.S. Army. Three
more Buffalo's are scheduled to ship by the end of January 2004. The vehicles
were 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 a
mine blast. The vehicles integrate a blast resistant capsule with a truck engine
and drive train, but have an updated 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.

COMPETITION

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. 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, - updated designs will take
time for competitors to develop.

SALES AND MARKETING

We use various means of marketing our products including our web site,
brochures, and independent referral sources which assist us in identifying
opportunities for our products and services. Any payments to referral sources
are negotiated on a case by case basis and 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 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 out of England. We emphasize attendance at trade shows
and conferences and actually demonstrate our protected vehicles as much as is
practical. We do a limited amount of media advertising in closely targeted
publications.

We offer vehicle technology mated with the latest protection technology, all
from the design team with a history in vehicle mine protection. We intend 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. We
participate in major shows involving countermine operations and technology,
military vehicle, law enforcement technology, and military force protection.

Employees

As of December 31, 2003, we had 29 employees and 4 consultants located in the
USA and in South Africa. Employees can be broken down to 22 factory workers, 3
sales, 3 administrative and 5 management personnel.

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 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 our ability to qualify for and
fulfill larger contracts for our 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 terminated our lease
at our 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.
29

MANAGEMENT
----------

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

Tom Thebes . . . . 48 Chief Financial Officer

Madhava Rao Mankal 52 Director

Scott R. Ervin . . 49 Director

Frank Kavanaugh. . 43 Director of Business Development, Director

Gale Aguilar . . . 71 Director

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
varieties of industries. From March 1998 to February 2002, Mr. Watts was self
employed as an investor. For the period of 2002 to July 2002, he served as a
management consultant to visual enVisual Enterprises, Inc. a software company
Mr. Watts received a Bachelor of Science degree in Electrical Engineering with
high honors from Colorado State University in 1969 and majored in 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.

Tom Thebes, Chief Financial Officer
Mr. Thebes joined us in November of 2003 as Chief Financial Officer. Prior to
joining us and from November 2003, Mr. Thebes served as the 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 Operation for Insilco Technologies.
Mr. Thebes has over 22 years of operational management and strategic business
analysis experience 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.

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, his
role as Chief Financial Officer ended effective November 30, 2003 and he
continued to act as an employee until December 31, 2003 whereafter he agreed to
act as a consultant until March of 2004 and remain a director of the company.
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.

NUMBER AND ELECTION OF DIRECTORS

We have five directors. Directors are elected annually.

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 our 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.

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 three
fiscal years and the first three quarters of 2003. 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.

Long Term Compensation
Annual Compensation Awards Payouts
a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Bonus Other Annual Restricted Securities LTIP All Other
Position Salary Compensation Stock Underlying Payouts Compensation
Year ($) ($) Award(s)($) Options/SARs($) (#) ($) ($)
=============================================================================================================
Mike Watts 2000 0 0 0 0 0 0 0
Chief Executive 2001 0 0 0 0 0 0 0
Officer 2002 4,500 0 0 2,000,000 0 0 77,000(1)
=============================================================================================================
Madhava Rao 2000 60,000 0 0 0 0 0 0
Mankal 2001 64,000 0 0 0 0 0 0
Director 2002 65,000 0 0 500,000 0 0 0
=============================================================================================================

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

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. The balance of any shares
owed under his original employment agreement will be paid within 45 days of his
employment termination.

DIRECTOR COMPENSATION

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

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.

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.

RELATED PARTY TRANSACTIONS
--------------------------

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 of our common stock outstanding at the time of conversion.

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 of the equity ownership of any referred party acquired by
Sonic Jet.

The Series B and C shareholders agreed to let us file a registration statement
without including those shareholders in the registration statement as was their
right under the original purchase instruments. The board of directors agreed to
extend the mandatory conversion date of the Series B and C share to December 27,
2004 unless otherwise modified by mutual agreement.

As part of our purchase of TSG International, Inc. (which owns 100% of Technical
Solutions Group, Inc.,) in July 2002, Ashford Capital, LLC, an advisor to the
transaction and our shareholder, 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
Registrant's Series C preferred shares, by notifying us by October 15, 2003.

In September 2003, Ashford Capital, LLC and Mr. 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 and the right to exchange the shares was assigned to Mr. Watts by
Ashford Capital LLC. On October 12, 2003, we were notified of Mr. Watt's
intention to exercise his option to exchange his TSG International, Inc.
preferred stock for our Series C preferred stock. Under the terms of the
agreement, Mr. Watts exchanged all his shares of TSG International, Inc. stock
for 50 of our shares of Series C preferred stock effective October 15, 2003. As
a result, we hold 100% of TSG International, Inc.

MARKET FOR OUR 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.
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.

REPORTS TO SECURITY HOLDERS
---------------------------

We are subject to the information requirements of the Securities Exchange Act of
1934, as amended. In accordance with those regulations, we file periodic
reports, and other information with the Securities and Exchange Commission. Our
reports and other information can be inspected and copied at the SEC's Public
Reference Room at 450 Fifth Street N.W., Washington D.C. 20549. You can obtain
information on the operations of the Public Reference Room by calling the SEC at
(800) SEC-0330. Information also is available electronically on the Internet at
http://www.sec.gov.

We will provide without charge to each person to whom a copy of this prospectus
is delivered, upon oral or written request of such person, a copy of any or all
documents which are incorporated by reference in this prospectus, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Written requests for such documents should be
directed to:

We intend to furnish our shareholders with annual reports containing audited
financial statements and quarterly reports containing financial information.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
-----------------------------------------------
AND MANAGEMENT
--------------

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 16.0%
Madhava Rao Mankal (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,142,353 1.7%
Tom Thebes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 *
Scott Ervin (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,225,000 1.0%
Frank Kavanaugh (6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,950,000 24.3%
Gale Aguilar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 *
Ashford Capital, LLC (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,950,000 24.3%

All directors and executive. . . . . . . . . . . . . . . . . . . . . . . . . . . 65,132,059 36.0%
officers as a group (6 persons)

* less than 1%

(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. He received 2,250,000 common shares and he has purchased 564,706 shares from
us. Under the terms of his employment contract he has an option exercisable in July of 2004 to purchase
2,000,000 shares at 7 cents.

(4) Madhava Rao Mankal was given 1,500,000 shares as part of his 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.

(5) 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.

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

(7) (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 (6) 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.

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 nonassessable. 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 share 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 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 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.

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 us. The complaint further alleges breach of an employment and agency
agreement between us 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 accurately predict 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.

We are not aware of any other litigation or potential litigation affecting us or
our assets or any of our subsidiaries.

LEGAL MATTERS
-------------

The legality of our shares of common stock being offered hereby is being passed
upon by Amy Trombly, Esq. Ms. Trombly will not receive a direct or indirect
interest in the small business issuer and has never been a promoter,
underwriter, voting trustee, director, officer, or employee of our company. Nor
does Ms. Trombly have any contingent based agreement with us or any other
interest in or connection to us.

EXPERTS
-------

The financial statements included in this prospectus, have been audited by
Michael Johnson & Co, LLC, independent auditors, and have been included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing. Michael Johnson & Co, LLC has no direct or indirect
interest in us, nor were they a promoter or underwriter.

ADDITIONAL INFORMATION
----------------------

We filed with the Securities and Exchange Commission a registration statement on
Form SB-2 under the Securities Act of 1933 for the shares of common stock in the
offering, of which this prospectus is a part. This prospectus does not contain
all of the information in the registration statement and the exhibits and
schedule that were filed with the registration statement. For further
information with respect to us and the Units, we refer you to the registration
statement and the exhibits and schedule that were filed with the registration
statement.

Statements contained in this prospectus about the contents of any contract or
any other document that is filed as an exhibit to the registration statement are
not necessarily complete, and we refer you to the full text of the contract or
other document filed as an exhibit to the registration statement. A copy of the
registration statement and the exhibits and schedules that were filed with the
registration statement may be inspected without charge at the Public Reference
Room maintained by the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part of the registration
statement may be obtained from the Securities and Exchange Commission upon
payment of the prescribed fee. Information regarding the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange Commission
at 1-800-SEC-0330.

The Securities and Exchange Commission maintains a web site that contains
reports, proxy and information statements, and other information regarding
registrants that file electronically with the SEC. The address of the site is
www.sec.gov.

FINANCIAL STATEMENTS

REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To the Board of Directors
Force Protection, Inc. and Subsidiary

We have reviewed the accompanying consolidated balance sheet of Force
Protection, Inc., formerly known Sonic Jet Performance, Inc. and Subsidiary as
of September 30, 2003 and the related statements of consolidated operations for
the three month and six month period ended September 30, 2003 and 2002, and the
cash flows for the nine months ended September 30, 2003 and 2002 included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
September 30, 2003. These financial statements are the responsibility of the
Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States,
the objective of which is the expression of an opinion regarding the financial
statements as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2002, and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended (not presented herein). In our report dated April
6, 2003, we expressed an unqualified opinion on those financial statements. In
our opinion, the information set forth in the accompanying balance sheet as of
September 30, 2003 is fairly stated in all material respects in relation to the
balance sheet from which it has been derived.

/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC.
Denver, Colorado
February 9, 2004

Force Protection, Inc.
Consolidated Balance Sheet (Unaudited)
September 30, 2003

ASSETS:
Current Assets:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,019
Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 522,453
Investment
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,005,960
Other Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,360
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,684,792
-------------

Property and Equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,607

Other Assets:
Licensing Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,434,873
Total Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,534,873
-------------

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,471,272

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,139,971
Accrued Payroll Taxes and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,105
Reserves for Warranty and Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 524,099
Deferred Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,095,876
Short-Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 839,620
Current Portion of Capitalized Lease Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . 58,610
Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,747,281
-------------

Long-Term Liabilities: Cap. Lease (Net) and Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 195,867
Total Long-Term Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,867
-------------

Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,943,148

Stockholders' Equity:
Common, No Par Value, 300,000,000 Authorized,
114,727,992 Issued and Outstanding Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,700,320
Shares Committed to be Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 324,721
Preferred, No Par Value:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
Series B Convertible Preferred (10 shares issued and outstanding) . . . . . . . . . . . . 25,000
Series C convertible preferred (44 shares issued and outstanding) 434,000
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,382,535)
Current Income(loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,573,382)
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 528,124
-------------

Total Liabilities and Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,471,272

The accompanying notes are an integral part of these financial statements

Three months ended Nine months ended
September 30, September 30,
2003 2002 2003 2002
------------------- ------------------- ------------- -------------

Revenues. . . . . . . . . . . . . $ 2,738,901 $ 1,192,241 $ 3,442,035 $ 1,554,874

Cost of Sales. . . . . . . . . . 1,861,614 814,025 2,698,051 1,023,639
------------------- ------------------- ------------- -------------

Gross Profit. . . . . . . . . . . 877,287 378,216 743,984 531,235
------------------- ------------------- ------------- -------------

Operating Expenses:
Selling, General and
Admin. Expenses . . . . . . . . . 621,930 2,715,292 3,614,378 3,734,748
------------------- ------------------- ------------- -------------

Total Operating Expenses. . . . . 621,930 2,715,292 3,614,378 3,734,748
------------------- ------------------- ------------- -------------

Loss From Operations. . . . . . . 255,357 -2,337,076 -2,870,394 -3,203,513

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

Profit (loss) after
Restructuring Expense . . . . . . 255,357 -2,337,076 -3,384,893 -3,203,513

Other Income/Expense:
Other Income. . . . . . . . . 16,869 197 -28,483 31,623
Interest Expense. . . . . . . -88,981 -9,466 -160,006 -6,254
------------------- ------------------- ------------- -------------

Total Other Income (Expense). . . -72,112 -9,269 -188,489 25,370
------------------- ------------------- ------------- -------------

Net Profit (Loss) . . . . . . . . $ 183,246 ($2,346,345) ($3,573,382) ($3,178,143)
=================== =================== ============= =============

Basic Profit (Loss) Per Share . . 0.0017 -0.1058 -0.0367 -0.1432
=================== =================== ============= =============

Diluted Profit (Loss) Per Shares. 0.0012 -0.1058 -0.026 -0.1432
=================== =================== ============= =============

Weighted average common
shares outstanding:
Basic . . . . . . . . . . . . . . 109,885,783 22,186,505 97,542,491 22,186,505
=================== =================== ============= =============

Diluted . . . . . . . . . . . . . 150,008,346 22,186,505 137,665,054 22,186,505
=================== =================== ============= =============

Force Protection, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
For the Nine Months September 30, 2003

2003 2002
------------ ------------
Cash Flows from Operating Activities:
-----------------------------------------------------------------------------
Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(3,573,382) $(3,178,142)
----------------------------------------------------------------------------- ------------ ------------

Depreciation and Amortization. . . . . . . . . . . . . . . . . . . . . . . 138,546 111,053
----------------------------------------------------------------------------- ------------ ------------
Impaired Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 1,087,500
----------------------------------------------------------------------------- ------------ ------------
Goodwill in Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . - (1,796,850)
----------------------------------------------------------------------------- ------------ ------------
Beneficial Interest on Warrants. . . . . . . . . . . . . . . . . . . . . . - 309,173
----------------------------------------------------------------------------- ------------ ------------
Provision for Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . - 389,474
----------------------------------------------------------------------------- ------------ ------------
Common and Preferred Stock Issued for Services/Termination . . . . . . . . 1,808,309 441,083
----------------------------------------------------------------------------- ------------ ------------

Stock for Settlement of Vendor Claim . . . . . . . . . . . . . . . . . . . 210,000 -
----------------------------------------------------------------------------- ------------ ------------
Changes in Assets and Liabilities:
-----------------------------------------------------------------------------
(Increase) in Accounts Receivable. . . . . . . . . . . . . . . . . . . . (356,210) (20,608)
----------------------------------------------------------------------------- ------------ ------------
(Increase) in Inventories. . . . . . . . . . . . . . . . . . . . . . . . (1,819,497) (538,160)
----------------------------------------------------------------------------- ------------ ------------
(Increase) Decrease in Other Assets. . . . . . . . . . . . . . . . . . . 103,514 (476,050)
----------------------------------------------------------------------------- ------------ ------------
(Decrease) Increase in Accounts Payable. . . . . . . . . . . . . . . . . 266,427 1,070,063
----------------------------------------------------------------------------- ------------ ------------
(Decrease) Increase in Payroll
-----------------------------------------------------------------------------
Liabilities and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,284 (23,458)
----------------------------------------------------------------------------- ------------ ------------
(Decrease) Increase in Accrued
-----------------------------------------------------------------------------
Expenses & Deferred Revenue . . . . . . . . . . . . . . . . . . . . . . . . . 1,095,876 218,046
----------------------------------------------------------------------------- ------------ ------------
(Decrease) Increase in Reserves. . . . . . . . . . . . . . . . . . . . . (23,716) 751,280
----------------------------------------------------------------------------- ------------ ------------
Total Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,473,532 1,522,546
----------------------------------------------------------------------------- ------------ ------------
Net Cash Used in Operating Activities . . . . . . . . . . . . . . . . . . . . (2,099,849) (1,655,596)
----------------------------------------------------------------------------- ------------ ------------

Cash Flow From Investing Activities:
-----------------------------------------------------------------------------
Purchase of Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,650) (167,716)
----------------------------------------------------------------------------- ------------ ------------
Proceeds from Sale of Property and Equipment. . . . . . . . . . . . . . . . - -
----------------------------------------------------------------------------- ------------ ------------
Net Cash Provided By Investing Activities . . . . . . . . . . . . . . . . . (53,650) (167,716)
----------------------------------------------------------------------------- ------------ ------------

Cash Flow From Financing Activities:
-----------------------------------------------------------------------------
Net Proceeds from Issuance of Common Stock. . . . . . . . . . . . . . . . . . 1,299,900 878,552
----------------------------------------------------------------------------- ------------ ------------
Proceeds from Issuance of Preferred Stock . . . . . . . . . . . . . . . . . (20,000) 290,000
----------------------------------------------------------------------------- ------------ ------------
Restricted Cash Realized. . . . . . . . . . . . . . . . . . . . . . . . . - 201,004
----------------------------------------------------------------------------- ------------ ------------
Long Term Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (99,279) 198,793
----------------------------------------------------------------------------- ------------ ------------
Short Term Loans and Lease Obligations. . . . . . . . . . . . . . . . . . . 841,423 443,741
----------------------------------------------------------------------------- ------------ ------------
Net Cash Provided By Financing Activities . . . . . . . . . . . . . . . . . 2,022,044 2,012,090
----------------------------------------------------------------------------- ------------ ------------

Increase in Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (131,455) 188,778
----------------------------------------------------------------------------- ------------ ------------

Beginning Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144,476 42,760
----------------------------------------------------------------------------- ------------ ------------

Ending Balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,020 231,538
----------------------------------------------------------------------------- ------------ ------------

See accompanying accountant's review report and notes to financial statements

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

NOTE 1 - PRESENTATION OF INTERIM INFORMATION

In the opinion of the management of Force Protection, Inc. and its subsidiary,
Technical Solutions Group, Inc. ("TSG") (collectively, "Company"), the
accompanying unaudited consolidated financial statements include all normal
adjustments considered necessary to present fairly the financial position as of
September 30, 2003, and the results of operations for the three months and nine
months ended September 30, 2003 and 2002, and for cash flows for the nine months
ended September 30, 2003 and 2002. Interim results are not necessarily
indicative of results for a full year.

The consolidated financial statements and notes are presented as permitted by
Form 10-QSB, and do not contain certain information included in the Company's
audited consolidated financial statements and notes for the fiscal year ended
December 31, 2002.

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 September 30, 2003 consisted of the following:

Raw materials and supplies $ 322,875
Work in process. . . . . . 1,875,210
Finished Goods . . . . . . 120,906
Less: Provision. . . . . . (313,031)

Total Inventories. . . . . $2,005,960

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2003 consisted of the following:

Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . $ 184,022
========================================================================
Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . 421,680
Tooling - new products . . . . . . . . . . . . . . . . . . . . . . . . -
Design rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Demo vehicles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,530
Less depreciation and amortization . . . . . . . . . . . . . . . . . (547,125)
Total property and equipment . . . . . . . . . . . . . . . . . . . . . $ 251,607
------------------------------------------------------------------------

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.

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:

Number of securities
to be issued upon Weighted average Number of securities
exercise of exercise price of for remaining available
Plan Category outstanding options future outstanding options
------------------------------------- --------------------- -------------------- -------------------
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).

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31 2002 AND 2001

2002 2001
----------------- -----------------
ASSETS

Current Assets:
Cash $ 144,476 $ 42,760
Restricted cash - 201,004
Accounts receivable 166,242 9,500
Inventories 186,463 363,971
Other current assets 146,874 7,731
----------------- -----------------
Total Current Assets 644,055 624,966
----------------- -----------------

Property and equipment, net 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 $2,615,451 $2,113,779
================= =================
The accompanying notes are an integral part of these financial statements.

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31 2002 AND 2001

2002 2001
---------------- ----------------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Account payable $ 873,544 $ 458,416
Accrued payroll taxes 38,690 70,936
Other accrued liabilities 122,867 172,329
Current portion of capitalized lease obligations - 12,236
Loans payable 56,807 -
General reserve 424,947 224,947
---------------- ----------------
Total Current Liabilities 1,516,855 938,864
---------------- ----------------

Long-term debt:
Long-term accrued liabilities 227,414 -
Note payable - long-term 67,732 -
---------------- ----------------
Total long-term 295,146 -
---------------- ----------------

TOTAL LIABILITIES 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
Series C convertible preferred stock,
issued and outstanding, 34 and 5 shares respectively 340,000 50,000
Common stock, no par value, 300,000,000
shares authorized, issued and outstanding
71,558,418 and 19,333,936 respectively 15,985,256 12,015,715
Warrants 692,226 -
Shares committed to be issued 143,350 93,205
Accumulated deficit (16,382,382) (11,009,005)
---------------- ----------------
Total stockholders' equity 803,450 1,174,915
---------------- ----------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,615,451 $ 2,113,779
================ ================

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

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002 AND 2001

2002 2001
------------------ ----------------

NET SALES $ 2,606,634 $ 1,199,047

COST OF SALES 1,877,495 896,084
------------------ ----------------

GROSS PROFIT 729,139 302,963
------------------ ----------------

OPERATING EXPENSES:
General and administrative 4,704,249 1,501,864
Impairment losses - goodwill 1,400,000 -
------------------ ----------------
Total Operating Expenses 6,104,249 1,501,864
------------------ ----------------

Loss from operations (5,375,110) (1,198,901)
------------------ ----------------
OTHER INCOME (EXPENSE):
Interest income 3,227 7,056
Other income 41,435 172,258
Interest expense (42,929) (24,938)
Extraordinary loss - (393,293)
------------------ ----------------
Total Other Income (Expenses) 1,733 (238,917)
------------------ ----------------

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

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

Weighted-average shares used to compute:
Basic loss per share 40,697,802 15,847,263
------------------ ----------------
Diluted loss per share 61,421,885 23,816,716
------------------ ----------------
The accompanying notes are an integral part of these financial statements.

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

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

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Continued

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 - (11,009,005) 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
=========== =========== =============== ============

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

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002 AND 2001

2002 2001
------------------ ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(5,373,377) $(1,437,818)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities: Depreciation and amortization 245,807 141,314
Royalty 60,000 -
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 528,834 96,080
Common stock committed for services - 93,205
Stock issued in lieu of debt (74,311) (164,335)
Write down of assets 1,400,000
Bad debts 36,500 152,970
Beneficial conversion feature - warrants 692,226 100,000
Change in assets and liabilities:
Decrease (increase) in accounts receivable (206,650) 36,261
Decrease (increase) in other receivable - (4,281)
Decrease (increase) in inventories (150,411) 205,069
Decrease (increase) in due from related parties - (32,084)
Decrease (increase) in other current assets (139,143)
Increase (decrease) in accounts payable 125,557 430,546
Increase (decrease) in accrued payroll taxes (32,246) 2,450
Increase (decrease) from customers 50,000 -
Increase (decrease) in other accrued liabilities (49,462) (138,940)
Increase (decrease) in due to related parties - -
------------------ ----------------
NET CASH USED IN OPERATING ACTIVITIES (1,498,184) (120,408)
------------------ ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash 201,004 2,116
Purchase of property and equipment - (2,645)
Investment in Technical Solutions Group (505,000) -
------------------ ----------------
NET CASH USED IN INVESTING ACTIVITIES (303,996) (529)
------------------ ----------------

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

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002 AND 2001

2002 2001
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt - related party - 125,000
Proceeds from (payments on) capitalized lease obligation (12,236) (1,432)
Issuance of common stock, net 1,425,825 -
Issuance of preferred stock, net 290,000 -
Proceeds from stock commitment 143,500 -
Proceeds from loans 56,807 -
--------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,903,896 123,568
--------------- ---------------

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

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

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

Supplemental disclosures of cash flow information:

Interest paid $ 8,184 $ 24,937
=============== ===============
Income taxes paid $ 800 $ 800
=============== ===============

Supplemental schedule of non-cash investing and financing
activities:

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. $ - $6,044,961
=============== ===============

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.

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.

SONIC JET PERFORMANCE, INC. AND SUBSIDIARY
Notes To The Financial Statements
For the Year Ended December 31, 2002

NOTE 1 - NATURE OF BUSINESS

Sonic Jet Performance, Inc. (the "Company) designs, manufactures and markets
high performance commercial boats and mine protected Vehicles. The products
combine innovative designs with power, safety, handling and stability to create
boats and vehicles designed to protect and save lives. Sonic Jet Performance,
Inc. is an Over-the-Counter, ("OTC") company, publicly traded on the National
Quotation Bureau under the ticker symbol "SJET". The Company is headquartered in
Stanton, California and is comprised of two business units, the first,
Commercial Boats ("Sonic Jet") in Stanton, California, with additional
facilities in Riverside, California and Nanning, China and TSG International,
Inc. holding Company of Technical Solution Group, Inc. (Mine Protected
Vehicles), in Charleston, South Carolina. Sonic Jet designs, manufactures, and
markets high-performance commercial boats (collectively, the "Boats") used by
fire, police, and the military personnel for fire, rescue, and patrol. 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. Sonic Jet
and TSG (collectively the "Company") conducts operations through facilities
almost exclusively in the United States, with a dormant facility in China
available for use.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION
---------------------------
The consolidated financial statements include the accounts of SJPI, Technical
Solution Group, Inc. and its dormant wholly owned subsidiary, Nanning Sonic Jet,
LLC. During the year ended December 31, 2002. All inter-company balances and
transactions are eliminated in consolidation.

GOING CONCERN
-------------
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in the financial
statements, during the year ended December 31, 2002 the Company incurred losses
of $5,373,377 and its current liabilities exceed its current assets by $872,800.

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.

Since December 31, 2002, the Company has received $1,132,000 from the various
subscribers for the period ending March 31, 2003 and has received $400,000 as
loans from various parties.

F-9

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPREHENSIVE INCOME (LOSS)

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

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.

RESTRICTED CASH
---------------
Restricted cash consisted of money deposited in a money market account to secure
a letter of credit for approximately the same amount. The letter of credit was
issued under a Floor Plan Repurchase Agreement with a financing company, which
finances certain customers of the Company who are dealers and distributors. In
2002 this restricted cash has been realized.

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 AND EQUIPMENT
----------------------
Property and equipment are stated at cost or at the value of the operating
agreement. 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

The Company capitalizes costs incurred on tooling and molds once the design of
the product is completed and independent marketing channels establish
marketability of the product.

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.

F-10

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

GOODWILL
--------
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.
The impairment expense for 2002 was estimated at $1,400,000.

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. Because the Company has incurred net losses, basic
and diluted loss per share is the same.

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.

F-11

REVENUE RECOGNITION
-------------------
The Company's revenues are derived principally from the sale of boats 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.

NOTE 3 - CONCENTRATION OF CREDIT RISK

The Company maintains bank accounts at several banks. The Federal Deposit
Insurance Corporation (FDIC) up to $100,000 insures deposits at the banks. At
times, the Company holds cash with these banks in excess of amounts insured by
federal agencies. As of December 31, 2002, the amount in excess of the FDIC
limit totaled zero. Management believes the financial risk associated with these
financial instruments is minimal.

NOTE 4 - INVENTORIES

Inventories at December 31, 2002 consisted of the following:

Raw materials and supplies $ 268,615
Work in process 150,794
Finished goods 80,084
Provision (313,030)
---------
Total $186,463
=========

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2002 consisted of the following:

Furniture and fixtures $ 13,613
Machinery and equipment 436,935
Tooling - new products 218,880
Vehicles 500
Demo Vehicles 192,530
-------
862,458
Less accumulated depreciation and amortization (525,935)
--------
Total $336,523
========

Depreciation expense for the year ended was $245,807.

F-12

NOTE 6 - NOTES PAYABLE

Notes Payable at December 31, 2002 consisted of the following:

Note payable to individual, collateralized by a military
Vehicle - Cougar, with annual interest payments of $3,600,
12% interest, matures January 2004 $31,500

Note payable to individual, collateralized by a military Vehicle -
Cougar, with annual interest payments of
2.400, 12% interest, matures August 2004 21,000

Note payable to individual, collateralized by a military
Vehicle - Cougar, with monthly payments of $1,892,
5.6% interest, matures January 2004 15,232
------
$67,732
======

NOTE 7 - CONVERTIBLE DEBT - RELATED PARTY

Convertible debt and accrued interest owed to JNC Opportunity Fund, Ltd. in the
amount of $3,069,699 was converted to 2,455,759 shares of 144D common stock on
June 29, 2001. Further 1,044,775 shares were issued on March 18, 2002 per debt
conversion agreement.

Also 1,600 Convertible Preferred stock and negotiated dividend on preferred
stock in the name of JNC Strategic Fund, Ltd. were converted to 1,731,449 shares
of 144D common stock on June 29, 2001. Further 731,858 shares were issued on
March 18, 2002 per conversion agreement

NOTE 8 - SUBORDINATED NOTE PAYABLE - RELATED PARTY

In 2001, a $600,000 Promissory Note and accrued interest payable to Sheikh
Mohammed Al Rashid was converted to 1,668,774 of which 647,097 shares of 144D
common stock were issued on June 29, 2001. In 2002, the remaining 1,021,677
shares were issued as per the terms of debt conversion.

In 2002, 2,819,362 shares were issued to Mr. Albert Mardikian to settle all
debts incurred by him on behalf of the Company and any other dues for relating
to his services to the Company.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

LEASE
-----
The Company leases its principal executive offices and a storage facility on
month-to-month basis in Stanton, California. The Company's wholly owned
subsidiary also leases a facility in Nanning, China on a month-to-month basis.

In September 2001, Technical Solution Group, Inc. entered into a five- year
rental operating agreement for the rental of office and warehouse space in
Charleston, South Carolina. Minimum rentals, on an annual basis, are as follows:

2003 $153,600
2004 163,380
2005 173,340

Rent expense was $149,591 and $81,750 for the years ended December 31, 2002 and
2001, respectively.

F-13

EMPLOYMENT AGREEMENT
--------------------
On January 2, 2002, the Company entered into an at-will employment agreement
with Mr. Mankal. The agreement provides for an annual base salary of $64,800.
The Company also granted him 1,200,000 shares of common stock that vest in three
years.

ROYALTY/LICENSING AGREEMENTS
----------------------------
In September 1999, the Company entered into two license agreements with the
Company's Design Director and Chairman/Chief Executive Officer of International
operations, pursuant to which, the Company acquired exclusive design and other
rights related to the boats design and manufacture. On December 27, 2001, the
Company terminated those agreements and entered into a new license agreement
covering the design and other rights, with Mardikian Marine Design, LLC, an
entity owned by other Company's largest shareholder, and by a principal of the
holder of the Company's series B preferred Stock. Under the new licensing
agreement, the Company is obligated to pay the licensor, as royalties (1) 4% of
the first $3 Million Dollars in gross revenues resulting from the sale of
products using the designs, (2) 3% of gross revenue between $3 Million Dollars
and $5 Million Dollars (3) 2% of gross revenue between $5 Million Dollars and
$10 Million Dollars (4) 1% of gross revenue in excess of $10 Million Dollars.

SERIES B CONVERTIBLE PREFERRED STOCK
------------------------------------
During fiscal 2001, One (1) share of Series B Convertible Preferred stock has
been issued to Ashford Capital, LLC in exchange for $25,000.

SERIES C CONVERTIBLE PREFERRED STOCK
------------------------------------
During fiscal 2001 and 2002, (34) thirty-four shares of Series C Convertible
Preferred Stock were issued to various parties.

STOCK COMPENSATION PLAN
-----------------------
The Company's 1998 Employee Consultant Stock Compensation Plan provides for the
granting of stock options to employees and certain consultants of the Company
and was amended in July 2000. A total of 2,000,000 shares of common stock have
been reserved for issuance upon exercise of options granted under the plan, as
amended. During the year ended December 31, 2002, the Company issued 1,612,829
shares.

F-14

NOTE 10 - 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:

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 11 - OTHER RELATED PARTY TRANSACTIONS

HUNTINGTON BEACH LEASE

During fiscal 2002, the Company had an operating rental lease agreement with MGS
Grand Sports, which expired on June 30, 2002. MGS Grand Sports of which Albert
Mardikian was an officer owned this lease. Albert Mardikian is a shareholder of
Sonic Jet Performance, Inc.

LICENSE AGREEMENTS

Patents awarded to Mr. Mardikian protect the designs and certain components of
the Company's boats. On November 24, 1999, Mr. Mardikian granted the Company
exclusive licenses, until November 18, 2003, to use those patents and related
rights.

In December 2001, to induce Ashford Capital, LLC to purchase the Company's
Series B Convertible Preferred Stock, Mr. Mardikian offered to assign his
watercraft related patents to Mardikian Marine Design, LLC, an entity owned by
Mr. Mardikian and a principal of Ashford Capital, LLC. To facilitate the
assignment, on December 27, 2001, The Company terminated its license agreements
with Mr. Mardikian and entered into an exclusive license with Mardikian Marine
Design, LLC, to use the patent rights through December 30, 2011. Each year of
the term of the license, the Company must pay Mardikian Marine Design as
royalties, a percentage of its gross revenue that results from the sale of its
products that incorporate or include any of Mr. Mardikian's designs. The Company
is obligated to pay (1) four percent of the first $3 million is gross revenues,
(2) three percent of gross revenues over $3 million but below $5 million, (3)
two percent of gross revenue over $5 million and under $10 million, and (4) one
percent of any gross revenue in excess of $10 million. The Company can pay the
royalties to Mardikian Marine Design in cash or stock, at its discretion.

F-15

OTHER TRANSACTIONS
------------------
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 our common stock.
Ashford Capital, LLC, the holder of our Series B Preferred Stock, owns a
minority interest in Ashford Capital, KK.

FORCE PROTECTION, INC.

47,240,000 Shares of
Common Stock

No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied on as having been authorized by Force Protection, Inc. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy, by
any person in any jurisdiction in which it is unlawful for such person to make
such offer or solicitation. Neither the delivery of this Prospectus nor any
offer, solicitation or sale made hereunder, shall under any circumstances create
an implication that the information herein is correct as of any time subsequent
to the date of the Prospectus.

PROSPECTUS
----------

Until [90 days from the date of effectiveness], all dealers effecting
transactions in the registered securities, whether or not participating in the
distribution thereof, may be required to deliver a Prospectus. This is in
addition to the obligation of dealers to deliver a Prospectus when acting as
Underwriters and with respect to their unsold allotment or subscriptions.

February 11, 2004
-----------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Please refer to "MANAGEMENT - Limitations on Officer and Director Liability."

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various costs and expenses in connection with
the sale and distribution of the common stock being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
the Securities and Exchange Commission registration fee.

Amount to
Be paid
--------

SEC Registration Fee $ 100
Printing and Edgarizing expenses $ 1,000
Legal fees and expenses $ 7,500
Accounting fees and expenses $ 5,000
Transfer agent $ 500
Stock certificates $ 200
Miscellaneous $ 700

Total $ 15,000

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

During the twelve-month period ended December 31, 2002, the Company sold
20,303,500 shares of common stock units to investors pursuant to its Private
Placement Memorandum, generating net proceeds of $1,453,295. Each common stock
unit consisted of (a) fifty shares of common stock of the Company, (b) one
warrant to purchase twenty-five shares of common stock of the Company at an
exercise price of $.20 per share, and (c) one warrant to purchase twenty-five
shares of common stock, at an exercise price of $0.30 per share which has been
reduced to $0.01 per share. 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 ("Act").

During the twelve-month period ended December 31, 2002, the Company issued an
aggregate of 1,612,829 shares of its common stock pursuant to the Company's 2001
Compensation Plan, which included (a) 400,000 shares issued to an employee of
the Company in consideration for the cancellation of $44,000 of compensation
obligations of the Company and (b) 362,829 shares of its common stock to
employees and consultants in consideration for the cancellation of $64,471 of
existing indebtedness of the Company and (c) 850,000 shares issued to various
consultants related to services in lieu of $34,500. 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 Act.

The following is a summary of equity transactions in the twelve-month period
ended December 31, 2002 that involved the issuance of common stock.

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

On July 15, 2003 and August 11, 2003, the Company 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, the Company issued 10,000 shares of common stock to one
employee for services rendered to the company valued at $700 ($0.07 per share).

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

On August 11, 2003 and September 13, 2003, the Company issued a total of 800,000
shares of common stock to the Company's 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, the Company 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, the Company also issued 375,000 shares of
common stock to one individual for legal services rendered to the Company valued
at $26,250 ($0.07 per share). On this date, the Company 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 the Company
valued at $35,000 ($0.07 per share). Finally, on this date the Company issued a
total of 1,250,000 shares of common stock to three individuals in connection
with the repayment of certain loans made to the company; these shares were
valued at $87,500 ($0.07 per share).

During the third quarter, the Company sold a total of 2,245,000 shares of common
stock to investors pursuant to its 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 of the Company, (b) one
warrant to purchase 25 shares of common stock of the Company 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).

The sales set forth above were undertaken under Rule 506 of Regulation D under
the Securities Act of 1933, as amended ("Act"), by the fact that:

- the sales were made to a sophisticated or accredited investors, as defined in
Rule 502;

- the Company gave each purchaser the opportunity to ask questions and receive
answers concerning the terms and conditions of the offering and to obtain any
additional information which the Company possessed or could acquire without
unreasonable effort or expense that is necessary to verify the accuracy of
information furnished;

- at a reasonable time prior to the sale of securities, the Company advised each
purchaser of the limitations on resale in the manner contained in Rule 502(d)2;

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

- the Company 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) .

EXHIBITS

Exhibit Description
Number

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 an 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 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.)

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

3.6 Certificate of Designation for Series C Convertible Preferred Stock
(previously filed as Exhibit 3.2 to the Company's Current Report on Form
8-K on January 7, 2002 and incorporated herein by reference.)

3.7 Amendment to the Series C Preferred Stock Certificate of Designation.
(previously filed as Exhibit to the Company's Report on Form 10 QSB on
September 30, 2002 and incorporated herein by reference).

5.1* Opinion of Counsel

10.1 2000 Stock Plan of Sonic Jet Performance, Inc. (previously filed as
Appendix A to the Company's Information Statement pursuant to Section 14(c)
of the Securities Exchange Act of 1934 on June 30, 2000 and incorporated
herein by reference.)

10.2 Series B Convertible Preferred Stock Purchase Agreement between Ashford
Capital, LLC and Sonic Jet Performance, Inc. (Previously filed as Exhibit
10.1 to the Company's Current Report on Form 8-K on January 7, 2002 and
incorporated herein by reference.)

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

10.4 Amendment to the Series B Preferred Stock Certificate of Designation.

10.5 Modification of Business Asset Sale, License Agreement & Assignment of
Rights between the Company 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 and incorporated herein by reference).

10.6 Letter Agreement between the Company 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).

10.7 Employment Offer Letter between the Company 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).

10.8** Investment Agreement between the Company and Dutchess Private Equities
Fund, L.P., dated January 26, 2004.

10.9** Registration Rights Agreement between the Company and Dutchess Private
Equities Fund, L.P., dated January 26, 2004.

10.10** Placement Agent Agreement between the Company, Charleston Capital, LLC
and Dutchess Private Equities Fund, L.P., dated January 26, 2004.

21.0 List of Subsidiaries

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

23.2* Consent of Counsel (contained in Exhibit 5)

* To be filed by amendment
** Previously filed.

II - 2

UNDERTAKINGS

The Company hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) Include any additional or changed material information on the plan of
distribution.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company under Rule 424(b)(1), or (4) or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

II - 3

SIGNATURES
----------

In accordance with the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements of filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Ladson, South
Carolina, on February 11, 2004.

FORCE PROTECTION, INC.

By: /s/ Michael Watts
---------------------
Michael Watts, Chief Executive Officer

By: /s/ Tom Thebes
-------------------
Tom Thebes, Chief Financial Officer
(Principal Financial Officer, Principal
Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
in the dates stated:

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

/s/ Michael Watts Chief Executive Officer February 11, 2004
------------------
Michael Watts

/s/ Madhava Rao Mankal Director February 11, 2004
-------------------------
Madhava Rao Mankal

/s/ Frank Kavanaugh Director February 11, 2004
---------------------
Frank Kavanaugh

/s/ Gale Aguilar Director February 11, 2004
----------------
Gale Aguilar

/s/ R. Scott Ervin Director February 11,2004
--------------------
R. Scott Ervin