U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SONIC JET PERFORMANCE, INC.
(Name of Small Business Issuer in its charter)
___________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
___________________________________________________________________
2. Aggregate number of securities to which transaction applies:
___________________________________________________________________
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
___________________________________________________________________
4. Proposed aggregate offering price:
___________________________________________________________________
5. Total fee paid:
___________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box is any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1. Amount previously paid:
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2. Form, schedule, or registration statement number:
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3. Filing party:
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4. Date filed:
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Notes:
Sonic Jet Performance, Inc.
11782 Western Avenue, Unit 18
Stanton, California 90680
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 21, 2003
Notice is hereby given that the Annual Meeting of shareholders
of Sonic Jet Performance, Inc., a Colorado corporation ("Company"),
will be held on Thursday, August 21, 2003 at the executive offices of
Technical Solutions Group, Inc., located at 2031 Avenue B, Building
44, North, Charleston, South Carolina at 10:00 a.m. for the following
purposes:
1. To elect the following three nominees as Directors of the
Company until the next Annual Meeting of shareholders and until their
respective successors shall be elected and qualified: Madhava Rao
Mankal, Michael Watts, and R. Scott Ervin;
2. To approve the appointment of Michael Johnson & Co., LLC as the
Company's independent auditors for the new fiscal year which
commenced on January 1, 2003;
3. To approve an amendment to the articles of incorporation to
change the name of the Company to "Force Protection, Inc."; and
4. To consider on any other matter that properly may come before
the meeting or any adjournment thereof.
Shareholders of record as the close of business on June 23, 2003
are entitled to vote at the meeting or any postponement or
adjournment thereof.
Please review the voting options on the attached proxy card and
submit your vote promptly. If you attend the Annual Meeting, you
may revoke your Proxy and vote in person if you desire to do so, but
attendance at the Annual Meeting does not itself serve to revoke your
Proxy. A copy of the Company's Annual Report for its fiscal year
ended December 31, 2002 is enclosed herewith.
By order of the Board of Directors
May 29, 2003
/s/ Madhava Rao Mankal
Madhava Rao Mankal, President
PROXY STATEMENT
Sonic Jet Performance, Inc.
11782 Western Avenue, Unit 18
Stanton, California 90680
This Proxy Statement is furnished to shareholders at the
direction and on behalf of the Board of Directors of Sonic Jet
Performance, Inc., a Colorado corporation ("Company"), for the
purpose of soliciting proxies for use at the Annual Meeting of
Shareholders of the Company to be held at the executive offices of
Technical Solutions Group, Inc., located at 2031 Avenue B, Building
44, North, Charleston, South Carolina, on Thursday, August 21, 2003
at 10:00 a.m. The shares represented by the proxy will be voted in
the manner specified in the proxy. To the extent that no
specification is made as to the proposals set forth in the notice of
meeting accompanying this Proxy Statement, the proxy will be voted in
favor of such proposals. However, any proxy given pursuant to this
solicitation may be revoked at any time before it is exercised by
giving written notice of such revocation to the President of the
Company, by appearing at the meeting and voting in person, or by
submitting a later dated proxy. Neither attendance at the meeting
nor voting at the meeting shall revoke the proxy. A revocation that
is not timely received shall not be taken into account, and the
original proxy shall be counted.
Shareholder proposals must be submitted to the Company not later
than June 1, 2004, in order to be included in those matters
considered at the next Annual Meeting of the Company to be held in
August 2004. The cost of preparing, assembling and mailing this
Proxy Statement, the Notice of Annual Meeting of Shareholders and the
accompanying Proxy is being borne by the Company. Brokers, dealers,
banks, or voting trustees, and their nominees, are requested to
forward soliciting materials to the beneficial owners of shares and
will be reimbursed for their reasonable expenses. This Proxy
Statement and accompanying proxy will be mailed to shareholders on or
about July 21, 2003.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders is the close of business
on June 23, 2003. On such date, the Company had issued and
outstanding 108,034,656 shares of no par value common stock. Each
share is entitled to one vote per share on any matter that may
properly come before the meeting and there shall be no cumulative
voting right on any shares. The presence at the meeting, in person
or by proxy, of the holders of a majority of the shares of common
stock outstanding on the record date will constitute a quorum at the
meeting. Votes withheld and abstentions will be counted in
determining the presence of a quorum but will not be voted. Broker
non-votes will not be counted in determining the presence of a quorum
and will not be voted.
All matters to be voted on require an affirmative vote of a
majority of the votes present at the meeting. As management holds,
directly or indirectly, a majority of the outstanding shares as of
the record date and intends to vote in favor of all proposals, it is
anticipated that all proposals will pass. Pursuant to applicable
Colorado law, there are no dissenter's rights relating to the matters
to be voted on.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
June 23, 2003 (108,034,656 issued and outstanding) by (i) all
stockholders known to the Company to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all of the current
directors and executive officers of the Company as a group:
Title of Class Name and Address of Amount of Percent of
Beneficial Owner Beneficial Class
Ownership (1)
Common Stock Ashford Capital, LLC, 21,706,932 (2) 16.73%
65 Enterprise
Aliso Viejo, California 92656
Common Stock Albert Mardikian 8,248,926 (3) 7.64%
887 West 16th Street
Newport Beach, California 92663
Common Stock Madhava Rao Mankal 1,123,422 (4) 0.86%
11782 Western Avenue, Unit 18
Stanton, California 90680
Common Stock Michael Watts 814,706 0.75%
11782 Western Avenue, Unit 18
Stanton, California 90680
Common Stock Scott Ervin 615,000 0.57%
11782 Western Avenue, Unit 18
Stanton, California 90680
Common Stock George Moseman 200,000 0.19%
11782 Western Avenue, Unit 18
Stanton, California 90680
Common Stock Shares of all directors and 2,753,128 (5) 2.54%
executive officers as a
group (4 persons)
(1) Except as noted below, each person has sole voting power and
sole dispositive power as to all of the shares shown as beneficially
owned by them
(2) Ashford Capital LLC owns 10 shares of Series B preferred stock,
each share of which can be converted into 2% of the common stock of
the Company on the date of conversion. These Series B preferred
shares can be converted at any time up to December 27, 2003. The
amount shown consists of shares of common stock issuable upon
conversion of the shares of Series B preferred stock as of June 23,
2003 (except for 100,000 shares owned individually by Mr. Kavanaugh).
Ashford Capital, LLC is controlled by Frank Kavanaugh. The
percentage amount for this shareholder is calculated by adding the
conversion amount of shares to the issued and outstanding shares as
of June 23, 2003.
Ashford Capital, LLC disclaims any beneficial ownership in 1,080,346
shares of common stock issuable upon conversion of Series C Preferred
Stock, owned by Ashford Capital, KK, a Japanese company of which
Ashford Capital, LLC owns a minority interest.
(3) 1,761,926 shares held in the name of Albert Mardikian, 6,429,206
shares held by Visionary Investment, LLC, of which Mr. Mardikian is
the sole shareholder, and 57,794 shares held by MGS Grand Sports,
Inc., of which Mr. Mardikian is a majority shareholder.
(4) This amount consists of the following: 625,000 shares held in the
name of Madhava Rao Mankal, shares consisting of the conversion of
one share of Series C Preferred Stock, which is presently convertible
into 0.2% of the common stock of the Company on the date of
conversion, held in the name of Mr. Mankal's wife, Sharada (the
amount for this conversion, 216,069, is based upon a conversion date
of June 23, 2003), and 282,353 shares held in the name of Mr.
Mankal's dependent son, Krishna. The percentage amount for this
shareholder is calculated by adding the conversion amount for the
Series C Preferred Stock to the issued and outstanding shares as of
June 23, 2003.
(5) The percentage amount for the total is calculated by adding the
conversion amount for the Series C Preferred Stock owned by Sharada
Mankal to the issued and outstanding shares as of June 23, 2003.
ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
The names, ages, and respective positions of the directors and
officers of the Company are set forth below. The Company's Board of
Directors is currently composed of three members; George Moseman has
chosen not to stand for re-election. The Company's Bylaws provide
that Directors are to serve only until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
Officers will hold their positions at the will of the Board of
Directors, absent any employment agreement, of which none currently
exist or are contemplated. There are no arrangements, agreements or
understandings between non-management shareholders and management
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's affairs.
The Directors and Executive Officers of the Company are not a party
to any material pending legal proceedings and, to the best of their
knowledge, no such action by or against them has been threatened.
Directors and Executive Officers.
(a) Michael Watts, Chief Executive Officer/Director.
Mr. Watts, age 56, has more than 30 years of experience as an
executive and investor. He has served as CEO of four companies in
the computer hardware, computer software, consumer electronics, and
semiconductor fields -- two of which were founded by him. In
addition, he has served as a management consultant to numerous
companies, including BNP Paribas and Wells Fargo Bank, in a variety
of industries. From March 1998 to February 2002, Mr. Watts was self-
employed as an investor. For the period of February 2002 to July
2002, he served as a management consultant to Visual Enterprises,
Inc., a software company. In July 2002, the Company appointed Mr.
Watts to the position of General Manager of its subsidiary, Technical
Solutions Group, Inc. ("TSG"), and President of the Company on May
29, 2003.
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.
(b) Madhava Rao Mankal, President/Chief Financial Officer/ Director.
Mr. Mankal, age 52, has served as Chief Financial Officer since
May 1999, and as President since January 2002. He has also served as
a Director since December 2001. 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 international experience in various manufacturing
industries as Controller for over 20 years including Financial
Advisor, New Halfa Agricultural Corporation, Government of Sudan
(Rehabilitation Project Management Unit, World Bank). Mr. Mankal is
a 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. He has served
as management nominee on the board of directors of Transport Society
of NGEF, Ltd. India, and was appointed the Joint Secretary of
Bangalore Chapter of Cost Accountants. Mr. Mankal holds a Bachelors
degree from Bangalore University, India.
(c) R. Scott Ervin, Director.
Mr. Ervin, age 49, has served as a Director since February 2002.
Mr. Ervin also served on the Board of Directors between June and
October 2001. From 1999 to the present, he has been an attorney in
private practice in Austin, Texas. Between 1991 and 1999, Mr. Ervin
practiced law with the law offices of Dr. A. Abbar, in Jeddah, Saudi
Arabia. He is a graduate of University of California at Santa Cruz
(1978 cum laude) and Boston College Law School (1984 cum laude). Mr.
Ervin is licensed to practice law in New York and Texas, and is
admitted to practice before the United States Federal District Court,
Southern District of New York, the United States Court of Appeals for
the Second Circuit and the United States Supreme Court.
(d) George Moseman, Director.
Mr. Moseman, age 56, has served as a Director since December
2001. He has previously worked in New York City for Lehman Brothers
and Smith Barney/Shearson in the early to mid-nineties. Mr. Moseman
returned to the Los Angeles area and worked for Tradeway Securities,
Inc., becoming a partner in the Irvine, California office in 1996.
In 1997, he resigned from Tradeway to become marketing director of
Sonic Jet International, the predecessor to the Company. In 1998,
Mr. Moseman accepted the position of national marketing director of
Lamborghini of North America.
For the past four years, Mr. Moseman has worked as an investment
banker as well as a consultant specializing in foreign companies
wishing to establish a presence in the U.S. through mergers or
strategic alliances. From 1999 to 2001, he served as Senior Vice
President and lead banker of Equity Trust Advisors, a registered
broker/dealer. For the period of 2001 to 2002, Mr. Moseman was a
partner in the financial consulting firm of Fryer & Associates; this
firm has provided financial expertise to Orange County, California
investment banking firms. From 2002 to the present, he has been the
Managing Director of Investment Banking for Grant Bettingen Inc., a
registered broker/dealer providing financial services for publicly
traded companies.
Executive Compensation.
The following table sets forth certain information relating to
the compensation paid by the Registrant during the last three fiscal
years to the Registrant's President. No other executive officer of
the Registrant received total salary and bonus in excess of $100,000
during the fiscal year ended December 31, 2002 and for the two prior
years.
Summary Compensation Table
Annual compensation Long-term Compensation
Awards Payouts
Name and Other Restricted Securities
principal annual stock underlying LTIP All other
position Year Salary Bonus compensation award(s) options/SARs payouts compensation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Madhava Rao 2002 65,000 - - 20,000 - - -
Mankal, 2001 35,208 - - - - - 29,792
President 2000 65,000 - - - - - -
Other Compensation.
There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the Registrant in the
event of retirement at normal retirement date as there was no
existing plan as of December 31, 2001 provided for or contributed to
by the Registrant.
Certain Relationships and Related Transactions.
Other than as set forth below, during the past two years there
have been no relationships, transactions, or proposed transactions to
which the Company was or is to be a party, in which any of the named
persons set forth previously had or is to have a direct or indirect
material interest.
(a) 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. To induce Ashford
Capital, LLC to purchase the Company's Series B Convertible Preferred
Stock, Mr. Mardikian assigned his watercraft related patents to
Mardikian Marine Design, an entity owned 80% by Mr. Mardikian and 20%
by a principal of Ashford Capital, LLC. The Company is obligated to
pay the greater of $60,000 per year or (1) four percent of the first
$3 million in 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 in cash or stock, at its discretion for 2002 and cash in
the following years.
(b) On September 30, 2002, the Series C shareholders, who
include Mr. Mankal, and the Company agreed to amend and restate the
Certificate of Designation of Series C Convertible Preferred for the
Registrant. 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 are convertible into 2% of the Company's common stock
outstanding at the time of conversion. Also, amended was the
Company's power to redeem the Series C Stock. On or after December
27, 2003, the Company may, at its sole discretion, with 5 days
notice, redeem some or all of the outstanding shares of Series C
Stock at a redemption price equal to $12,000 per share, during this
period the Series C shareholders may elect to convert their shares
under the conversion formula.
(c) Pursuant to a finder's fee agreement between Ashford
Capital, LLC and the Company dated February 1, 2002, Ashford Capital
received a ten percent (10%) interest in TSG. This agreement was
terminated as of January 1, 2003.
(d) In January 2002, the Company entered into a consulting
agreement with Mr. Watts. Under this agreement he was paid $20,000;
he gave these funds back to the Company for the purchase of two
shares of Series C Preferred Stock. This stock was converted in
January 2002 into 564,706 restricted shares of Company common stock.
On June 20, 2002, the Company entered into a consulting
agreement, and effective January 1, 2003, an employment agreement
with Mr. Watts. Under these agreements, his position is General
Manager of the Technical Solutions Group, Inc. ("TSG") subsidiary;
effective on January 1, 2003 Mr. Watts became employed as the Chief
Executive Officer/General Manager of TSG. The compensation under
this agreement is $15,000 per month. In addition to the base salary,
Mr. Watts is entitled to receive 2,000,000 restricted shares of
common stock in the Company vesting immediately and to be delivered
no later than one-year from the date of this agreement. In addition,
he is to receive a warrant for 2,000,000 restricted shares of Company
common stock, exercisable $0.07 per share; this warrant vest on your
1st and 2nd year anniversary from the date of the agreement.
Finally, Mr. Watts is to receive a warrant to purchase 10 shares of
Sonic Jet Series C preferred stock or its equivalent in Company
common stock in lieu of a direct equity interest in TSG. On
September 20, 2002, Mr. Watts received a bonus of 250,000 restricted
shares of common stock.
(e) On March 17, 2003, the Company modified the previous
employment agreement with Madhava Rao Mankal (dated January 2, 2002).
Under the terms of this modified agreement, his position with the
Company is President and Chief Financial Officer. The compensation
under this agreement is $5,400. In addition to this base salary, Mr.
Mankal is entitled to receive 1,200,000 restricted shares of Company
common stock, which will vest in equal portions over 3 years on each
anniversary from the date of the modified agreement. Mr. Mankal has
received a total of 125,000 free trading and 400,000 restricted
shares of common stock under this agreement during 2003. Also, he
received a bonus of 100,000 restricted shares of common stock on
September 20, 2002.
(g) On February 12, 2002, Mr. Ervin received 15,000 restricted
shares of common stock in settlement of a debt owed to him by the
Company. On February 4, 2002 and March 18, 2002, he received a total
of 600,000 restricted shares of common stock as compensation for his
services as a board member of the Company.
(h) On February 12, 2002, Mr. Moseman received 250,000
restricted shares of common stock from the Company for services
rendered to it. In addition, on March 18, 2003 Mr. Moseman received
200,000 restricted shares of common stock as compensation for
services as a board member of the Company.
For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in
the best interests of the Registrant and its shareholders. In
addition, in each case the interested affiliate did vote in favor of
the transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.
Certain of the officers and directors of the Company are engaged
in other businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on a board of directors. As a result, certain potential conflicts of
interest, such as those set forth above with the transactions, may
arise between the Company and its officers and directors. The
Company will attempt to resolve such conflicts of interest in favor
of the Company by carefully reviewing each proposed transaction to
determine its fairness to the Company and its shareholders and
whether the proposed terms of the transaction are at least as
favorable as those which could be obtained from independent sources.
The officers and directors of the Company are accountable to it and
its shareholders as fiduciaries, which requires that such officers
and directors exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of the Company or on behalf of itself and other
similarly situated shareholders to recover damages or for other
relief in cases of the resolution of conflicts is in any manner
prejudicial to the Company.
Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers and directors, and persons who beneficially own
more than 10% of any class of the Company's equity securities to file
initial reports of ownership and reports of changes in ownership with
the Securities and Exchange Commission ("SEC"). Executive officers,
directors and beneficial owners of more than 10% of any class of the
Company's equity securities are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company under Rule 16a-3(d) during fiscal
2002, and certain written representations from executive officers and
directors, the Registrant is aware that the following required
reports were not timely filed: (a) Form 3's for Messrs. Mankal,
Ervin, and Moseman; (b) Form 4 for Mr. Ervin to report the
acquisition of 15,000 shares in February 2002; (c) Form 4 for Mr.
Mankal to report the acquisition of 100,000 shares in September 2002;
and (d) Form 4 or Mr. Moseman to report the acquisition of 250,000
shares in February 2002. Form 5's, which were also not timely filed,
to cover all the unreported Form 3 and Form 4 transactions are in the
process of being prepared for filing with the SEC. The Registrant is
not aware of any other such required reports that have not been
timely filed.
Committees of the Board of Directors.
The Company has a standing audit committee. The board of
directors has not as yet adopted a written charter for the audit
committee.
For the period ended December 31, 2002, the audit committee,
which was not independent, reviewed and discussed the audited
financial statements with management; discussed the matters required
to be discussed with the independent auditors by Statement of
Accounting Standards No. 61; and has received the written disclosures
and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, "Independence Discussions with Audit
Committees"), as may be modified or supplemented, and has discussed
with the independent accountant the independent accountant's
independence. Based on the review and discussions, the audit
committee recommended to the board of directors that the audited
financial statements be included in the Company's Annual Report on
Form 10-KSB for the last fiscal year for filing with the SEC. The
2002 audit committee consisted of Messrs. Mankal and Ervin.
Meetings of the Board of Directors.
During the last fiscal year (ended on December 31, 2002), the
total number of meetings of the Board of Directors that were held was
one. None of the incumbent directors of the Company attended less
than all of the total meetings. The Board of Directors also took
action by unanimous written consent 34 times during that fiscal year.
INDEPENDENT PUBLIC ACCOUNTANTS
Michael Johnson & Co., LLC of Denver, Colorado issued the report
for the Company's audited financial statements for the fiscal years
ended December 31, 2002 and December 31, 2001.
Audit Fees.
The aggregate fees billed for each of the last two fiscal years
for professional services rendered by Michael Johnson & Co., LLC for
the audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-QSB is: 2002:
$15,000; and 2001: $10,000.
Audit-Related Fees.
The aggregate fees billed in each of the last two fiscal years
for assurance and related services by Michael Johnson & Co., LLC that
are reasonably related to the performance of the audit or review of
the Company's financial statements and are not reported under Audit
Fees above is $1,030.62.
Tax Fees.
The aggregate fees billed in each of the last two fiscal years
for professional services rendered by Michael Johnson & Co., LLC for
tax compliance, tax advice, and tax planning is $0.
All Other Fees.
The aggregate fees billed in each of the last two fiscal years
for products and services provided by Michael Johnson & Co., LLC,
other than the services reported above, is $0.
Representatives of Michael Johnson & Co., LLC are not expected
to be present at the annual meeting. This firm will have the
opportunity to make a statement if they desire to do so. Finally,
representatives of this firm are not expected to be available to
respond to appropriate questions.
The Board of Directors has approved by resolution a proposal to
retain Michael Johnson & Co., LLC for the fiscal year that commenced
on January 1, 2003. The Board of Directors of the Company recommends
a vote FOR the retention of Michael Johnson & Co., LLC for the
current fiscal year.
CHANGE OF NAME
The corporate action to be taken also consists of the Company
filing a Certificate of Amendment to the Articles of Incorporation
wherein the name of the Company will be changed to "Force Protection,
Inc." The Board of Directors believes it is in the best interests of
the Company to take advantage of such identity by adopting a new
corporate name. In connection with this name change, the Company
will notify the Over the Counter Bulletin Board and a new trading
symbol will be assigned to the common stock of the Company.
The Board of Directors of the Company recommends a vote FOR the
change in name of the Company to "Force Protection, Inc."
OTHER BUSINESS
As of the date of this proxy statement, the Company knows of no
business that will be presented for consideration at the Annual
Meeting other than the items referred to above. If any other matter
is properly brought before the meeting for action by the
shareholders, proxies in the enclosed forms returned to the company
will be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in accordance
with the judgment of the proxy holder.
By order of the Board of Directors
May 29, 2003
/s/ Madhava Rao Mankal
Madhava Rao Mankal, President
P R O X Y
SONIC JET PERFORMANCE, INC.
Annual Meeting of Shareholders To Be Held August 21, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints Madhava Rao Mankal, Michael Watts, and R.
Scott Ervin, or any of them, as proxies of the undersigned, with full
power of substitution, and hereby authorizes them to represent and to
vote at the Annual Meeting of Shareholders of Sonic Jet Performance,
Inc. ("Company") to be held at 10:00 a.m. on Thursday, August 21,
2003, as designated below, all of the common stock of the Company
held of record by the undersigned on June 23, 2003, at the offices
Technical Solutions Group, Inc., located at 2031 Avenue B, Building
44, North, Charleston, South Carolina, for matters that properly may
come before the meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS (circle one):
FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below
Madhava Rao Mankal Michael Watts R. Scott Ervin
2. TO APPROVE THE SELECTION OF MICHAEL JOHNSON & CO., LLC AS THE
COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR
(circle one).
FOR AGAINST ABSTAIN
3. TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY TO "FORCE PROTECTION, INC." (circle one).
FOR AGAINST ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE. The
undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders of the Company to be held on August 21, 2003
and the Proxy Statement for such meeting.
Dated: ______________, 2003 ___________________________________________________
(Signature of Shareholder)
Note: Please sign exactly as name appears on stock certificate (as
indicated on reverse side). All joint owners should sign. When
signing as personal representative, executor, administrator,
attorney, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporation name by president or
other authorized person. If a partnership, please sign in partnership
name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.