AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 2004

                          REGISTRATION NO. 333-114263

                                 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.  [  ]

                                        1

                         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,  no par value per share       65,000,000       $0.275                $17,875,000      $2,265
----------------------------------------  -----------------  --------------------  ---------------  -----------------

(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  March 31, 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 65,000,000 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. Under the March 23, 2004 Private Placement we
have  agreed  not  to utilize the Equity Line for a period of 6 months following
the effective registration of certain shares underlying a Private Placement also
included  in  this  prospectus.  Additionally,  we  may  receive  funds from the
exercise  of warrants held by certain selling stockholders. 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 March
31,  2004, the last reported sale price of our common stock was $0.26 per share.

Dutchess  Private  Equities  Fund,  LP  and  Charleston  Capital,  LLC  are
"underwriters"  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 15,000,000 common shares held by Gamma Opportunity Capital, Longview
Fund,  Alpha Capital, Domino International, Magellan International, and Mountain
Ridge  were  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 8.
                      ____________________________________

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 APRIL 13, 2004

                                        2


                                TABLE  OF  CONTENTS

PROSPECTUS  SUMMARY                                             4
SHARES  ELIGIBLE  FOR  FUTURE  SALE                             6
RISK FACTORS                                                    8
USE  OF  PROCEEDS                                              16
DILUTION                                                       17
SELLING  STOCKHOLDERS                                          18
PLAN  OF  DISTRIBUTION                                         21
CAPITALIZATION                                                 22
DIVIDEND  POLICY                                               23
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
    CONDITION  AND  RESULTS  OF  OPERATIONS                    23
DESCRIPTION  OF  BUSINESS                                      27
DESCRIPTION  OF  PROPERTY                                      31
MANAGEMENT                                                     31
EXECUTIVE  COMPENSATION                                        33
RELATED  PARTY  TRANSACTIONS                                   35
MARKET  FOR  OUR  COMMON  STOCK                                36
REPORTS  TO  SECURITYHOLDERS                                   37
SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
     MANAGEMENT                                                37
DESCRIPTION  OF  SECURITIES                                    37
LEGAL  PROCEEDINGS                                             40
LEGAL  MATTERS                                                 40
EXPERTS                                                        40
FINANCIAL  STATEMENTS                                         F-1


                                        3


                               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

On  March  23,  2004,  we closed a private offering.  This offering, sold to six
accredited  investors,  consisted  of  the  following:

1.     15,000,000  shares  at  $0.20  per  share;

2.     An  "A" Warrant for each share purchased, exercisable at $0.24 per share.
The  "A"  Warrants  expire  March  23,  2006;  and

3.     A "Green Shoe" Warrant for each share purchased, exercisable at $0.20 per
share.  The  "Green  Shoe"  Warrants expire 180 days after the effective date of
this  registration  statement.

On  September  20,  2003  we  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. Under the March 23, 2004 Private Placement we
have  agreed  not  to utilize the Equity Line for a period of 6 months following
the  effective  registration  of  the  shares  underlying the Private Placement.

The  selling  stockholders  consist  of:

                                        4




                                     
Dutchess Private Equities Fund L.P.     20,000,000 (1)
-----------------------------------     ----------
Gamma Opportunity Capital Partners,LP    7,500,000 (2)
-----------------------------------     ----------
Longview Fund, LP                        7,500,000 (3)
-----------------------------------     ----------
Alpha Capital Aktiengesellschaft         7,500,000 (4)
-----------------------------------     ----------
Domino International Ltd                 6,750,000 (5)
-----------------------------------     ----------
Magellan International Ltd              12,000,000 (6)
-----------------------------------     ----------
Mountain Ridge Capital LLC               3,750,000 (7)
-----------------------------------     ----------



1.     Consists  of  shares  that  may  be  issued  pursuant  to an equity line.
2.     Consists  of 2,500,000 shares currently held by Gamma Opportunity Capital
Partners,LP  and  2,500,000  shares  Gamma  Opportunity  Capital Partners,LP may
acquire upon exercise of the "A" Warrant at $0.24 per share and 2,500,000 shares
Gamma  Opportunity  Capital  Partners,LP  may  acquire  at  $0.20 per share upon
exercise  of  the  "Green  Shoe"  Warrant.
3.     Consists  of  2,500,000  shares  currently  held by Longview Fund, LP and
2,500,000  shares Longview Fund, LP may acquire upon exercise of the "A" Warrant
at  $0.24  per share and 2,500,000 shares Longview Fund, LP may acquire at $0.20
per  share  upon  exercise  of  the  "Green  Shoe"  Warrant.
4.     Consists  of  2,500,000  shares  currently  held  by  Alpha  Capital
Aktiengesellschaft  and  2,500,000  shares  Alpha Capital Aktiengesellschaft may
acquire upon exercise of the "A" Warrant at $0.24 per share and 2,500,000 shares
Alpha Capital Aktiengesellschaft may acquire at $0.20 per share upon exercise of
the  "Green  Shoe"  Warrant.
5.     Consists  of  2,250,000 shares currently held by Domino International Ltd
and  2,250,000  shares Domino International Ltd may acquire upon exercise of the
"A" Warrant at $0.24 per share and 2,250,000 shares Domino International Ltd may
acquire  at  $0.20  per  share  upon  exercise  of  the  "Green  Shoe"  Warrant.
6.     Consists of 4,000,000 shares currently held by Magellan International Ltd
and 4,000,000 shares Magellan International Ltd may acquire upon exercise of the
"A"  Warrant  at $0.24 per share and 4,000,000 shares Magellan International Ltd
may  acquire  at  $0.20  per  share  upon  exercise of the "Green Shoe" Warrant.
7.     Consists of 1,250,000 shares currently held by Mountain Ridge Capital LLC
and 1,250,000 shares Mountain Ridge Capital LLC may acquire upon exercise of the
"A"  Warrant  at $0.24 per share and 1,250,000 shares Mountain Ridge Capital LLC
may  acquire  at  $0.20  per  share  upon  exercise of the "Green Shoe" Warrant.




                                        5



            OUR CAPITAL STRUCTURE AND SHARES ELIGIBLE FOR FUTURE SALE

The  following  tables  outline  our  capital  stock  as  of  March  31,  2004:



                              

Common  Stock  outstanding:

     Before  the  offering       151,454,698  shares  (1)

     After the  offering         201,454,698  shares  (1)(2)


(1)  Assumes:

-     No  conversion  of  shares  of  Series B Preferred Stock outstanding as of
March  31,  2004:



                                  
Shareholder           # of Shares Held  Common after Conversion
--------------------  ----------------  -----------------------
Ashford Capital, LLC                10               37,863,675
--------------------  ----------------  -----------------------





-     No  conversion of shares of Series C Preferred outstanding as of March 31,
2004:





                                          

Shareholder                   # of Shares Held  Common after Conversion
----------------------------  ----------------  -----------------------
Ashford Capital, KK                   3                  914,213
----------------------------  ----------------  -----------------------
Robert Baker                          5                1,529,845
----------------------------  ----------------  -----------------------
Garth Barrett                        10                3,090,912
----------------------------  ----------------  -----------------------
Jeff Conrad                           5                1,529,845
----------------------------  ----------------  -----------------------
EFund Small-Cap Fund, LP             23                7,302,847
----------------------------  ----------------  -----------------------
R. Scott Ervin                        1                  303,516
----------------------------  ----------------  -----------------------
Erik Heinekin                         5                1,529,845
----------------------------  ----------------  -----------------------
Hratch Khedesian                      1                  303,516
----------------------------  ----------------  -----------------------
Russell James Miller JR TTEE          2                  608,252
----------------------------  ----------------  -----------------------
Sharada M. Rao                        1                  303,516
----------------------------  ----------------  -----------------------
James A. Shrum                        4                1,221,409
----------------------------  ----------------  -----------------------
Michael Watts                        50               16,828,300
----------------------------  ----------------  -----------------------
Thomas H. Thebes                      1                  303,516
----------------------------  ----------------  -----------------------
----------------------------  ----------------  -----------------------
  Total                              111               35,769,535
----------------------------  ----------------  -----------------------


- No conversion of options outstanding as of March 31, 2004:


                                        6





                               
Option Holder . . . .  Option Price  # of Shares
---------------------  ------------  -----------
Michael Watts . . . .           .07    2,000,000
---------------------  ------------  -----------
Denis Hickey. . . . .          .065      875,018
---------------------  ------------  -----------
Audrey Clarke-Pounder           .10      240,000
---------------------  ------------  -----------
Thomas H. Thebes . . .          .07    1,000,000


-     No  conversion  of  warrants  outstanding  as  of  March  31,  2004:



                                                                                  
Warrant Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . .  Exercise Price   # of Common Stock Shares
---------------------------------------------------------------------  ---------------  ------------------------
Outstanding common stock warrants
exercise price per share                                               $0.01 to $0.20             14,271,400
---------------------------------------------------------------------  ---------------  ------------------------
Dennis Benner warrant for 10 shares of Series C Pref. . . . . . . . .  Series C share              3,090,912
---------------------------------------------------------------------  ---------------  ------------------------
Ed Lassiter warrant for 10 shares of Series C Pref .  . . . . . . . .  Series C share              3,090,912
---------------------------------------------------------------------  ---------------  ------------------------


(2) For the purpose of determining the number of shares subject to registration with the Securities and Exchange
Commission,  we  have assumed that we will issue not more than 20,000,000 shares pursuant to the exercise of our
put  right under the Investment Agreement, although the number of shares that we will actually issue pursuant to
that  put right may be more than or less than 20,000,000, depending on the trading price of our common stock and
the  number of times we draw down on the equity line. We currently have no intent to exercise the put right in a
manner  that  would  result  in  our issuance of more than 20,000,000 shares, but if we were to exercise the put
right  in  that manner, we would be required to file a subsequent registration statement with the Securities and
Exchange Commission and for that registration statement to be deemed effective prior to the issuance of any such
additional  shares.




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  L.P.  We  may  also receive proceeds from the
exercise  of  warrants  under  some  circumstances.  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."

                                        7





                                    SUMMARY OPEARTING INFORMATION:
                                          FISCAL YEAR ENDED
                                     ------------------------------
                                             DECEMBER 31,
                                                                      
                                                    2003             2002         2001
                                                ---------------  ------------  ------------

Sales . . . . . . . . . . . . . . . . . . . . . .$6,247,285         $ 2,606,634   $ 1,199,047

Net Income/(Loss) . . . . . . . . . . . . . . . .$(5,321,623)       $(5,373,377)  $(1,437,818)

Loss per share. (Diluted)   . . . . . . . . . . .$     (.028)       $     (0.09)  $     (0.07)

Weighted average number of
common shares outstanding . . . . . . . . . . . . 186,760,559         61,421,885    23,816,716



SUMMARY  BALANCE  SHEET  INFORMATION



                                   
                               AT DECEMBER 31,
                              -----------------
                        2003          2002         2001
                      -----------  ---------  -----------

Working Capital       $ (360,652) $ (872,800)  $ (313,898)
Total Assets . . . .   1,620,114   2,615,451    2,113,779
Total Liabilities. .   1,881,120   1,812,001      938,864
Stockholders' equity    (261,006)    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.

                                        8


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 $5,321,623 for the year
ended  December  31,  2003.  We  have generated significant net losses in recent
periods,  and  experienced  negative cash flows from operations in the amount of
$1,498,184  for  the  year  ended  December 31, 2002 and $4,371,480 for the year
ended  December  31,  2003.  Loss  from  discontinued  operations  of $2,932,179
accounted  for  67%  of  the  net  cash used in operating activities.  In recent
years,  some  of  the  losses  were  incurred  as a result of investments in new
product  development and marketing costs. While we have reduced our investments,
we  anticipate  that  we  will continue to generate net losses and we may not be
able  to  achieve or sustain profitability on a quarterly or annual basis in the
future.  In  addition,  because  large  portions  of  our expenses are fixed, we
generally  are  unable  to  reduce  expenses  significantly in the short-term to
compensate  for  any  unexpected delay or decrease in anticipated revenues. As a
result,  we  may continue to experience net losses, which will make it difficult
to fund our operations and achieve our business plan, and could cause the market
price  of  our  common  stock  to  decline.

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

We  are  an  early  stage production company originally incorporated in 1996. We
acquired  our  subsidiary, Technical Solutions Group, Inc. in July 2002. We have
generated  limited revenues from our current products and revenue of $6,247,285,
$2,606,634  and $1,199,047 in years 2003, 2002 and 2001. In 2003, mine protected
vehicles provided 100% of the sales, 100% of the cost of goods sold, and 100% of
the  gross  profit.  In 2002, mine protected vehicles provided 83% of the sales,
86%  of the cost of goods sold, and 75% of the gross profit. In 2001, all of our
revenue  was derived from the sale of boats, which we no longer manufacture. Our
ability  to  successfully commercialize our products will depend on, among other
things,  successful  completion  of  our  ongoing  development  activities,
geo-political  events,  ability  to manufacture and distribute the products, and
the  relative  cost  to  the  customer  of our system as compared to alternative
competitive  products. Because we focus on emerging markets, market reaction can
be  difficult  to predict. Many of our planned products incorporate technologies
or  approaches  that have not yet achieved broad market acceptance. In addition,
we  have  a  limited  history  of competing in the intensely competitive defense
industry.  Our technology may not be successfully commercialized or marketed. As
a  result,  we  may  never  achieve  or  sustain  profitable  operations.

                                        9


Our Independent Accountants have issued a Going Concern Opinion and if we do not
generate  enough  cash  from  operations  to sustain our business we may have to
liquidate  assets  or  curtail  our  operations.

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

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

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

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

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

                                        10


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.

                                        11


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 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.

                                        12


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  March  31,  2004,  our significant shareholders, Directors and Executive
Officers  will,  in the aggregate, beneficially own shares that can convert into
approximately  35.2  %  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 depend 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.

                                        13


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.

The  six  accredited investors listed in this prospectus have paid less than the
then-prevailing market price of our common stock and Dutchess will pay less than
the  then-prevailing  market price of our common stock which may cause our stock
price  to  decline.

The  six  accredited  investors  paid $0.20 per share for our common stock.  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.

                                        14


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 partially 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.  Additionally, pursuant
to our March 23, 2004 Private Placement Agreement, we can not utilize the Equity
Line  under the Investment Agreement for a period of 6 months following the date
the shares underlying the private placement are registered.  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. During our last two fiscal years ending in 2002 and 2003, our common stock
has  traded  at prices as low as $0.06 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.

                                        15


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.

Under  the  March  23,  2004 Private Placement we have agreed not to utilize the
Equity Line for a period of 6 months following the effective registration of the
shares  underlying  the  Private  Placement.

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 . . . . . . . . . . . . . . . . . . . . . . .                 $   3,500,000   $1,750,000
Estimated remaining associated professional fees of offering                 $      25,000   $   25,000
                                                                             -------------   ------------
Net proceeds . . . . . . . . . . . . . . . . . . . . . . . .                 $   3,475,000   $1,725,000
                                                                             =============   ============

                                                                     Priority Proceeds        Proceeds
                                                            ---------------  -------------   ------------
Sales and marketing. . . . . . . . . . . . . . . . . . . . .            1st  $  1,250,000    $  600,000
Working capital and general corporate expenses . . . . . . .            2nd  $  1,150,000    $  500,000
Inventory and raw materials. . . . . . . . . . . . . . . . .            3rd  $    550,000    $  350,000
Machinery, new product development and testing . . . . . . .            4th  $    275,000    $  150,000
Facilities and capital expenditures. . . . . . . . . . . . .            5th  $    250,000    $  125,000
                                                                             ------------   ------------
                                                                             $  3,475,000    $1,725,000
                                                                             =============   ==========





                                        16


Additionally,  we  could  receive  proceeds  from  the exercise of the following
warrants  under  certain  circumstances.

-  15,000,000  "A"  Warrants,  exercisable  at $0.24 per share. The "A" Warrants
expire  March  23,  2006;  and

-  15,000,000  "Green Shoe" Warrants, exercisable at $0.20 per share. The "Green
Shoe"  Warrants  expire  180  days after the effective date of this registration
statement.

We  can  not  accurately  predict  when we will receive revenues pursuant to the
warrants  because  we  do  not know when the holders will choose to exercise the
warrants.  It  is  also  possible  that  the  warrants will expire without being
exercised.  Each accredited investor in the March 23, 2004 Private Placement has
contractually agreed to restrict its ability to convert or exercise warrants and
receive  shares  of  our  common  stock such that the number of shares of common
stock  held  by it and its affiliates after such conversion or exercise does not
exceed  4.99%  of  our  then  issued and outstanding shares of common stock.  In
addition,  because  certain  of  the  warrants contain provisions allowing for a
cashless  exercise under certain circumstances, we may not receive proceeds even
if  the  warrants  are exercised.   If we receive proceeds from the warrants, we
intend  to  use  the  proceeds  for  the  purposes  listed  in  the above chart.


                         DETERMINATION OF OFFERING PRICE

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. These prices will
fluctuate  based  on  the  demand  for  the  shares.

                                    DILUTION
                                    --------

Our net tangible book value as of December 31, 2003 was ($570,074), or ($0.0047)
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 by
the  selling  stockholders,  none of these proceeds will be paid to us, however,
the private offering proceeds will be paid to us and our net tangible book value
will  be positively affected by this offering. Thus, our net tangible book value
will  be  impacted  by  the  common  stock  to  be  issued to the six accredited
investors.  The  amount of dilution will depend on the initial shares issued and
the  potential  of  the exercise of the A warrants and the "GreenShoe" warrants.
The  following  example shows the dilution to new investors at an offering price
of  $.20  per  share.

If  we  assume  that  we  were  to issue 65,000,000 shares of common stock at an
assumed  offering price of $0.20 to $.024 per share, less $1,000,000 of offering
expenses,  our  net  tangible book value as of December 31, 2003 would have been
$12,029,926,  or $.09838 per share. This represents an immediate increase in net
tangible  book  value  to  existing  shareholders  of  $0.10304 per share and an
immediate  dilution  to  new  shareholders  of  $0.0642  per  share.



                                                              
Net tangible book value per share before this offering              ($570,074)
Net tangible book value after this offering                        12,029,926
Assumed average public offering price per share                       $0.2092
Net tangible book value per share after this offering                $0.09837
Dilution of net tangible book value per share to new investors        $0.0642
Increase in net tangible book value
          per  share  to  existing  shareholders                     $0.10304



                                        17




                            SELLING SECURITY HOLDERS

Based upon information available to us as of March 31, 2004, 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.

                                        18




                                                                         
                                                Number of                         Number of
                                                Shares                            Shares
                                                Beneficially   Number of          Beneficially
                                                Owned Before   Shares             Owned After
                                                the Offering   Being Offered      the Offering (1)
                                            ----------------   ----------------   ----------------
Dutchess Private Equities Fund, LP (2)                  -0-          20,000,000                -0-
--------------------------------------          ------------      -------------      -------------
Gamma Opportunity Capital Partners, LP(3)         7,500,000           7,500,000                -0-
--------------------------------------          ------------      -------------      -------------
Longview Fund, LP (4)                             7,500,000           7,500,000                -0-
--------------------------------------          ------------      -------------      -------------
Alpha Capital Aktiengesellschaft (5)              7,500,000           7,500,000                -0-
--------------------------------------          ------------      -------------      -------------
Domino International Ltd.(6)                      6,750,000           6,750,000                -0-
--------------------------------------          ------------      -------------      -------------
Magellan International Ltd. (7)                  12,000,000          12,000,000                -0-
--------------------------------------          ------------      -------------      -------------
Mountain Ridge Capital, LLC. (8)                  3,750,000           3,750,000                -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 to Dutchess Private Equities Fund, LP 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.
Michael  Novielli  and  Douglas  Leighton,  are the Managing Members of Dutchess
Capital  Management,  which  is the General Partner of Dutchess Private Equities
Fund,  LP  and,  accordingly, may be deemed to have voting and dispositive power
over  securities  held  for  the  account of Dutchess Private Equities Fund, LP.

3.  Consists  of  2,500,000  shares  currently held by Gamma Opportunity Capital
Partners,LP  and  2,500,000  shares  Gamma  Opportunity  Capital Partners,LP may
acquire upon exercise of the "A" Warrant at $0.24 per share and 2,500,000 shares
Gamma  Opportunity  Capital  Partners,LP  may  acquire  at  $0.20 per share upon
exercise  of the "Green Shoe" Warrant. The selling stockholder has contractually
agreed  to  restrict its ability to convert or exercise its warrants and receive
shares  of  our common stock such that the number of shares of common stock held
by it and its affiliates after such conversion or exercise does not exceed 4.99%
of  the  then  issued and outstanding shares of common stock. Jonathan Knight is
the  President  of  Gamma  Capital  Advisors, Ltd., the general partner of Gamma
Opportunity Capital Partners, LP, and, accordingly, may be deemed to have voting
and  dispositive power over securities held for the account of Gamma Opportunity
Capital  Partners,  LP.

                                        19


4.  Consists  of  2,500,000  shares  currently  held  by  Longview  Fund, LP and
2,500,000  shares Longview Fund, LP may acquire upon exercise of the "A" Warrant
at  $0.24  per share and 2,500,000 shares Longview Fund, LP may acquire at $0.20
per share upon exercise of the "Green Shoe" Warrant. The selling stockholder has
contractually agreed to restrict its ability to convert or exercise its warrants
and  receive shares of our common stock such that the number of shares of common
stock  held  by it and its affiliates after such conversion or exercise does not
exceed 4.99% of the then issued and outstanding shares of common stock. Peter T.
Benz is the Chief Executive Officer of Viking Asset Management, LLC, the general
partner of Longview Fund, LP, and, accordingly, may be deemed to have voting and
dispositive power over securities held for the account of the Longview Fund, LP.
Wayne  H.  Coleson  is  the  Chief  Executive  Officer  of Redwood Grove Capital
Management,  LLC,  the  investment  adviser  of  the  Longview  Fund,  LP,  and,
accordingly,  may be deemed to have voting and dispositive power over securities
held  for  the  account  of  the  Longview  Equity  Fund,  LP.

5.  Consists  of  2,500,000  shares  currently  held  by  Alpha  Capital
Aktiengesellschaft  and  2,500,000  shares  Alpha Capital Aktiengesellschaft may
acquire upon exercise of the "A" Warrant at $0.24 per share and 2,500,000 shares
Alpha Capital Aktiengesellschaft may acquire at $0.20 per share upon exercise of
the  "Green  Shoe"  Warrant. The selling stockholder has contractually agreed to
restrict  its  ability to convert or exercise its warrants and receive shares of
our  common  stock such that the number of shares of common stock held by it and
its  affiliates  after  such conversion or exercise does not exceed 4.99% of the
then  issued and outstanding shares of common stock. Konrad Ackerman is the sole
shareholder  and  sole  director  of  Alpha  Capital  Aktiengesellscft  and,
accordingly,  may be deemed to have voting and dispositive power over securities
held  for  the  account  of  Alpha  Capital  Aktiengesellscft.

6.  Consists  of 2,250,000 shares currently held by Domino International Ltd and
2,250,000  shares  Domino International Ltd may acquire upon exercise of the "A"
Warrant  at  $0.24  per  share and 2,250,000 shares Domino International Ltd may
acquire  at  $0.20  per  share  upon  exercise  of the "Green Shoe" Warrant. The
selling  stockholder has contractually agreed to restrict its ability to convert
or  exercise  its  warrants and receive shares of our common stock such that the
number  of  shares  of  common  stock  held  by it and its affiliates after such
conversion  or exercise does not exceed 4.99% of the then issued and outstanding
shares  of  common stock. Deirdre M. McCoy is a Director of Domino International
Ltd  and,  accordingly,  may be deemed to have voting and dispositive power over
securities  held  for  the  account  of  Domino  International  Ltd.

7. Consists of 4,000,000 shares currently held by Magellan International Ltd and
4,000,000 shares Magellan International Ltd may acquire upon exercise of the "A"
Warrant  at  $0.24 per share and 4,000,000 shares Magellan International Ltd may
acquire  at  $0.20  per  share  upon  exercise  of the "Green Shoe" Warrant. The
selling  stockholder has contractually agreed to restrict its ability to convert
or  exercise  its  warrants and receive shares of our common stock such that the
number  of  shares  of  common  stock  held  by it and its affiliates after such
conversion  or exercise does not exceed 4.99% of the then issued and outstanding
shares of common stock. If the selling stockholder did not have such limitation,
the  maximum  number  and  percentage of shares the selling stockholder would be
able to acquire is 12,000,000 equal to 7.52% as of March 31, 2004. Anthony L. M.
Inder  Rieden  is  the President of Magellan International Ltd and, accordingly,
may  be deemed to have voting and dispositive power over securities held for the
account  of  Magellan  International  Ltd.

8. Consists of 1,250,000 shares currently held by Mountain Ridge Capital LLC and
1,250,000 shares Mountain Ridge Capital LLC may acquire upon exercise of the "A"
Warrant  at  $0.24 per share and 1,250,000 shares Mountain Ridge Capital LLC may
acquire  at  $0.20  per  share  upon  exercise  of the "Green Shoe" Warrant. The
selling  stockholder has contractually agreed to restrict its ability to convert
or  exercise  its  warrants and receive shares of our common stock such that the
number  of  shares  of  common  stock  held  by it and its affiliates after such
conversion  or exercise does not exceed 4.99% of the then issued and outstanding
shares  of  common stock. Richard M. Lirtzman is the managing member of Mountain
Ridge  Capital,  LLC  and,  accordingly,  may  be  deemed  to  have  voting  and
dispositive  power  over  securities  held  for  the  account  of Mountain Ridge
Capital,  LLC.


                                        20



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  Private  Equities  Fund,  LP,  Charleston  Capital,  LLC and any other
broker-dealers who act in connection with the sale of the shares pursuant to the
Equity Line are "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.  Additionally, the other
selling  shareholders  listed  in  this  document  may be deemed "underwriters."


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  advised  the  selling stockholders that the anti-manipulation rules of
Regulation  M  under the Exchange Act may apply to sales of shares in the market
and  to  the  activities  of  the selling stockholders and their affiliates.  In
addition,  we  will  make  copies  of  this  prospectus available to the selling
stockholders  and  we  have  informed them of the need for delivery of copies of
this  prospectus to purchasers at or prior to the time of any sale of the shares
offered  hereby. 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.

                                        21


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:

-  on  an  actual  basis:  and

- as adjustment to reflect the issuance of up to 65,000,000 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 December 31, 2003
--------------------------
                            Actual       As adjusted
                            ---------    -----------
Cash and cash equivalents.    278,777     12,878,777
--------------------------  ---------    -----------

Short Term Loans (1) . . .    536,162        536,162
--------------------------  ---------    -----------
Long Term Liabilities (2).    209,422        209,422
--------------------------  ---------    -----------
Share holders Equity . . .   (261,006)    13,338,994
--------------------------  ---------    -----------

Total Capitalization . . .    484,578     14,084,578
--------------------------  ---------    -----------


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

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

3. Total capitalization is stated by not including cash and cash equivalents.



                                        22



The  above  capitalization  table  presents the impact of the sale of 65,000,000
shares  for  a  cash  equivalent  of  $13,600,000  gross.

                                 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.  The  remaining  boat  assets which comprise the
majority of the assets, are subject to sale on or after March 31, 2004 under the
terms  of  the  original  purchase.

RESULTS  OF  OPERATIONS

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

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

Net  sales  for  2003  increased  by $3,640,000 or 139% compared to 2002. During
2002, we acquired TSG, whose sales for 2002 were $2,200,000. The entire increase
in  sales  is  attributable  to  the  acquisition.  Sales  of boats were flat as
compared  to  the  previous  year,  $462,000.

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

Cost  of  Sales  for  2003 was $4,442,000, or 70.6% of sales, compared to 72% in
2002.  This  decrease  in percentage is attributable to decreasing cost of sales
for  boats  and  the  production shift to MPV - particularly the Buffaloes.  The
increase  in  dollars  is  a direct result of the 139% or $3,640,000 increase in
sales  from  the  TSG  acquisition.

Selling,  general  and administrative expenses for 2003, decreased by $2,612k to
$2,095,000 compared to $4,704,000 for 2002. The decrease is partially the result
of  the sale of the boat division.  Selling, general and administrative expenses
were  substantially  the  same  in  both  years and reflected asset write downs,
financing  costs,  outside  professional  services,  and  grants  of  stock  to
employees.

                                        23


We  recorded  a  cumulative effect of changes in Net Income of $1,400,000 during
2002  for  Goodwill. Impairment expense during 2003 was $1,917,747. As a result,
there  is  no  Goodwill  remaining on the Balance Sheet as of December 31, 2003.

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

As  of  December  31,  2003 we had $209,422 of total long term debt.  $32,461 of
this  debt  is  a  12% simple interest loan, with a maturity date of November 1,
2004.  The remaining $176,961 are long-term payables with no effective or stated
interest  or  maturity  dates.  A  majority  of  our  interest expense for 2003,
excluding  the  interest  paid on the debt mentioned above, finance charges, and
late  fees,  is the direct result of factoring receivables at 3% was $148,120 as
compared  to  2002  factoring  charges  of  $10,108.

On  October  1, 2003 Force Protection discontinued operations of its fire rescue
boat  division  from its ongoing operations as the result of a partial the asset
disposal.  Force  Protection  does  not  have  any continuing involvement in the
operations  after  the  disposal.  The  Loss  from  Discontinued  Operations was
$2,932,179.

Our  net  loss  for  2003 was $5,322,000 as compared to $5,373,000 for 2002. The
minor  decrease is attributed to the sale of assets of the boat division and the
turnaround  in operational profit attributable to the government program selling
TSG's  Buffalos  to the Army. Included in the 2003 loss was a loss of $1,917,000
for goodwill impairment and a loss on discontinued operations of $2,932,179 from
the  boat  division.

INVESTING  ACTIVITIES.

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

FINANCING  ACTIVITIES.

During  the  year  ended  December  31,  2003,  we  sold  a  total of 25,924,000
restricted  shares  of  common  stock  and  warrants, respectively, to investors
pursuant  to  its  private  placement  memorandum,  generating  net  proceeds of
$1,299,900,  pursuant to the sale of common stock units.  For details about this
transaction,  see  Note  8  -  Capital  Stock  Transactions.

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 remaining notes will
have  their terms extended and management anticipates that a significant portion
will  convert  to  equity  over  the  next  six  months.

TSG  has entered into an agreement with GC Financial Service, Inc. by which this
firm  may  purchase  from  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 December 31,
2003  TSG had drawn approximately $6,138,434 gross, all of which has been repaid
at  December  31,  2003.

                                        24


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

Under  the  March  23,  2004 Private Placement we have agreed not to utilize the
Equity Line for a period of 6 months following the effective registration of the
shares  underlying  our  March  23, 2004 Private Placement described immediately
below.

On  March  23,  2004, we closed a Private Placement.  This offering, sold to six
accredited  investors,  consisted  of  the  following:
(a)     15,000,000  shares  at  $0.20  per  share;

(b)     An "A" Warrant for each share purchased, exercisable at $0.24 per share.
The  "A"  Warrants  expire  March  23,  2006;  and

(c)     A  "Green  Shoe"  Warrant for each share purchased, exercisable at $0.20
per  share.  The  "Green Shoe" Warrants expire 180 days after the effective date
of  this  registration  statement.

(d)  Each  accredited  investor  in  the  March  23,  2004 Private Placement has
contractually agreed to restrict its ability to convert or exercise warrants and
receive  shares  of  our  common  stock such that the number of shares of common
stock  held  by it and its affiliates after such conversion or exercise does not
exceed  4.99%  of  our  then  issued  and  outstanding  shares  of common stock.

LIQUIDITY  AND  CAPITAL  RESOURCES.


As  of  December  31,  2003, cash and cash equivalents were $278,777 compared to
$144,476 as of December 31, 2002.  We had raised net proceeds $1,299,900 through
a  private placement during the nine months ended September 30, 2003.  The March
2004  private  placement  increased  liquidity  by  $2,669,987. During the First
Quarter  of  2004  we have raised $746,250 through the exercise of warrants. The
Equity  Line  at  100%  would  generate  $2,775,000 of additional liquidity. Our
principal  sources  of  capital have been cash flow from 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, definitely in 2004 and possibly in 2005.

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

INFLATION.

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

                                        25


CONTRACTUAL  OBLIGATIONS

Technical Solution Group has a long-term lease of five years, with an additional
five year option, with Intertech Group, Inc., giving us a stable base for future
planning.  Annual  rent is $215,000 for the first year plus utilities, taxes and
maintenance,  and  $258,000  base  rental  for  the next four years. For a total
obligation  of  $1,139,500. We also have general equipment monthly lease charges
of  $2,118.

BUSINESS  SEGMENT  ANALYSIS



                                                   
Force Protection Performance - 2003 Segment Information
              (000's)
                        (Discontinued)       TSG
                         Boats               MPV                  Consolidated
                     --------------- ------------ ----------- -----------------

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

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

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

Segment P&L              (2932)             378                         (5322)
-------------           -------------- ------------ ----------- -----------------




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

During  2003, certain assets of the Boat Division were sold and we are obligated
to  sell  the  remaining  assets on or after March 2004.  The division's results
have  been  accounted  for as losses from discontinued operations of $2,932,000.

The  TSG-MPV  analysis is presented before inter-company eliminations. Corporate
expenses  of $627,000 and interest expense of $233,000 have been excluded. There
were  no  material  capital  additions during 2003. The basis for accounting for
this  segment  is  the  same  as  for  the  company.


CRITICAL  ACCOUNTING  POLICIES.

Please  refer  to  Note  1  in  the  Notes  to  Financial  Statements.


                                        26


                             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  we retain a significant portion of our boat assets subject to an
agreement  to  sell  the  remaining  assets  to  the  aforementioned  investors.

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.

                                        27


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,  a  capability  that  is  essential for urban fighting. Self Forming
Fragmentation  Plates,  which protect the occupants of the vehicle against newer
landmine  technology,  are  available  as  an  option.  C-17  transportable

                                        28


COUGAR/TEMPEST

The  Cougar  is  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.  The Cougar is protected to 30
pounds  of  TNT on any wheel and 15 pounds of TNT on the centerline and is C-130
transportable.  The  Tempest  is  a heavy duty version of the Cougar that adds a
Self  Forming Fragment Plate to provide protection against state-of-the art Self
Forming  Fragment  "Tank  Killer"  mines.

TYPHOON

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

LION

The Lion has an all-welded armored capsule and glass that will resist small arms
fire  to  7.62  x  51 mm. The unique capsule shape insures limited damage to the
capsule  when  encountering  anti-tank  land  mines.  The  capsule  is purposely
designed  to withstand a single land mine explosion under any wheel and anywhere
underneath  the  vehicle.

All  products  have  acceptable  power/weight  ratios.

CUSTOMER  ACTIVITY

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

In  tests  at the U.S. Army proving grounds, the Buffalo blast capsule protected
both  the occupants and the critical automotive components from the effects of 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  extremely  difficult  to  properly  protect  a  standard vehicle,  by
retrofitting armor plates. The design must be undertaken from the beginning with
mine  protection  as  the  primary  design  criteria.

We  are  using  the  Buffalo  platform for a special project for the US Navy and
continue  to  ship spares and steel wheels to the US Army.  On March 31, 2004 we
announced  that  TSG  had  signed  a non-exclusive agreement with U.S. Marketing
Group  LLC  to  develop a commercial U.S. distribution channel for its Lion. One
Lion  has  been  ordered  as  a  demonstration  vehicle.

                                        29


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  and  Textron.  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,  with  access  to  American commercial drive train
technology,  and  the  after  market  support  system,
-  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  March  31,  2003,  we  had 29 employees and 4 consultants located in the
United  Kingdom  and in South Africa. Employees can be broken down to 22 factory
workers,  3  sales,  3 administrative and 5 management personnel. The Company is
not  party  to  any  collective  bargaining  agreement.

                                       30


                             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.

                                   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.

                                       31


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.

Frank  Kavanaugh,  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 an interim capacity 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.

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.

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.

                                       32


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

                                       33


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.

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



                                                                        
                                                                         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 (1)
                 Year   ($)       ($)    Award(s)($)    Options/SARs($)     (#)          ($)            ($)
=============================================================================================================
Madhava Rao
Mankal           2001   64,000     0        0                0               0            0              0
CEO/President    2002   65,000     0        0                0         500,000            0              0
CFO, Director    2003   64,800     0        0                0       1,000,000            0              0
=============================================================================================================
Mike Watts       2001        0     0        0                0               0            0              0
CEO/President    2002    4,500     0        0                0       2,250,000            0         77,000
Director         2003  180,500     0        0                0       2,000,000            0              0
=============================================================================================================
Garth Barrett
TSG President    2001        0     0        0                0               0            0              0
                 2002   60,000     0        0                0               0            0              0
                 2003  120,000     0        0                0       2,250,000            0              0
=============================================================================================================
Frank Kavanaugh
Business         2001        0     0        0                0               0            0              0
Development,     2002   60,000     0        0                0         500,000            0         32,000
Director         2003  146,923     0        0                0         750,000            0              0
=============================================================================================================



(1)  Consists  of  consulting  fees  for  services  to  the  company.


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, 2,250,000 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.

                                       34


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 in 2003 for services rendered during
2002 and 2003 as a director.  The shares were valued at $42,000, using $0.07 per
share  for  services  rendered  to  the  Company.

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 purpose of the plan is 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 March 31, 2004, a total of 4,000,000 shares have been issued
or  committed  under  the  plan.


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

On  September 30, 2002 the Series C shareholders 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.

                                       35


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

2004
First Quarter   $0.59              $0.07




                                       36


SHARE  HOLDERS

As of March 31, 2004, there were 408 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).  Requests  for  such  documents should be
directed  to: Force Protection, Inc., 9801 Highway 78, #3 Ladson, South Carolina
29456.  Our  telephone  number  is  (843)  740-7015.

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  ND  MANAGEMENT
--------------------------------------------------------------------

The following table sets forth, to our knowledge, certain information concerning
the  beneficial  ownership  of  our  common  stock  as of March 31, 2004 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:


                                       37




                                                                                                      
Name of                                                                             Number of Shares        Percentage
Beneficial Owner                                                                    Beneficially Owned (1)  Ownership (2)
----------------                                                                    ----------------------  -------------
Michael Watts (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                20,729,506        12.3%
Madhava Rao Mankal (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,920,936         1.3%
Tom Thebes (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1,303,516          .9%*
Scott Ervin (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1,168,516          .8%*
Frank Kavanaugh (6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              37,923,675        20.0%
Gale Aguilar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       0           0%*
Ashford Capital, LLC (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . .                37,923,675        20.0%

All directors and executive. . . . . . . . . . . . . . . . . . . . . . . . . . .                63,046,150        35.2%
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 March 31, 2004 are 151,454,698.

(3)  Michael Watts' common stock holdings as of March 31, 2004 are 3,901,206 and
he owns 50 Series C preferred shares convertible to 16,828,300 common shares. He
purchased  564,706  common  shares  in  2002.  Under the terms of his employment
contract  he  received  2,250,000  common  shares  and has an option to purchase
2,000,000 common shares at 7 cents. He is the CEO and a director of the Company.

(4)  Madhava  Rao  Mankal's  common  stock  holdings  as  of  March 31, 2004 are
1,335,067.  His son Krishna Mankal has 282,353 from the conversion of 1 Series C
preferred share, and his wife Sharada Mankal has 1 Series C preferred share that
is convertible to 303,516 common shares. He is a director and the former CEO and
CFO.

(5)  Scott Ervin's common stock holdings as of March 31, 2004 are 865,000 common
shares  and  1 share of Series C he purchased, which is convertible into 303,516
shares  of  common  stock.  He  is  a  director.

(6)  Frank  Kavanaugh's direct common stock holdings as of March 31, 2004 are 0.
His indirect holdings are 37,923,675 as a principal in Ashford Capital, LLC (See
(7)  below). Through Ashford Capital he indirectly owns 60,000 common shares and
10  shares  of  Series  B preferred stock. He is non-executive Vice President of
Business  Development  and  a  director.

(7) Ashford Capital, LLC's common stock holdings as of March 31, 2004 are 60,000
and  they  own  10  shares of Series B preferred stock which is convertible into
37,923,675 common shares as of March 31, 2004.  The business address of Ashford
Capital,  LLC  is  3419  Via  Lido,  #470,  Newport  Beach,  CA  92663.

(8) Thomas Thebes' common stock holdings as of March 31, 2004 are 0 and 1 Series
C  preferred  share convertible to 303,516 common shares. Under the terms of his
employment  contract  he  has an option exercisable in March of 2004 to purchase
1,000,000  shares  at  7  cents.  He  is  the  CFO  of  the  Company.



                                       38


                            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 March 31, 2004, there were 151,454,698 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  March  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  March  31,  2004,  there  were  111  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
Series  C  preferred  stock  was  modified to allow voting rights equal to their
underlying  shares  at  the  time  of  the  vote.

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.

                                       39


                                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.

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

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

On  March  25,  2004 the Division of Securities - Utah has asked for an Order to
Show Cause pertaining to the Private Placement Memorandum. The claim states that
a  broker-dealer  engaged  as an unlicensed agent.  We believe the matter can be
settled  and  is  not  material.

We  are  not  aware  of  any  other  material 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.

                                       40


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  OF  INDEPENDENT  AUDITORS:


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


                          INDEPENDENT AUDITOR'S REPORT

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


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

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

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

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



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






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


                                                                       

                                 2003                        2002                         2001
                           -----------------       -----------------            -----------------

ASSETS

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

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

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

TOTAL ASSETS                     $1,620,114              $2,615,451                   $2,113,779
                             ----------------      =================            =================



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





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



                                                                                  

                                                2003                   2002                     2001
                                             ------------        ----------------          ----------------
LIABILITIES AND SHAREHOLDERS' EQUITY

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

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

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


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


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








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

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

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

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


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


Loss from operations                (2,208,219)             (5,375,110)                 (1,198,901)
                                    ------------     ------------------            ----------------
OTHER INCOME (EXPENSE):
Interest income                               -                  3,227                       7,056
Other income                             41,668                 41,435                     172,258
Interest expense                       (222,894)               (42,929)                    (24,938)
Extraordinary loss                                                    -                   (393,293)
                                    ------------     ------------------            ----------------
  Total Other Income (Expenses)        (181,226)                 1,733                    (238,917)
                                    ------------     ------------------            ----------------


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

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


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

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

Weighted-average shares used to compute:
Basic loss per share                 98,221,830             40,697,802                  15,847,263
                                     -------------     ------------------            ----------------
Diluted loss per share              186,760,559             61,421,885                  23,816,716
                                     -------------     ------------------            ----------------

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





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

                                                                                     Additional
                               Preferred Stock               Common Stock             Paid-In
                            Shares        Amount         Shares         Amount        Capital        Warrants
                           ----------  -------------  -------------  -------------  -------------  -------------
Balance, December 31, 1999     1,600    $1,500,000     12,676,000      3,618,194      $272,000       $316,026

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


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






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

                                                        Accumulated
                                            Shares       Other
                                           Committed   Comprehensive  Accumulated
                                          to be issued   Income        Deficit          Total
                                          -----------  -----------  ---------------  ------------

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








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

                                                                                    

                                                            2003                2002                2001
                                                         ------------     --------------      --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                 $( 2,389,445)    $(5,373,377)        $(1,437,818)
 Loss from discontinued operations                          (2,932,179)
 Adjustments to reconcile net loss to net cash (used in)
  provided by operating activities:
    Depreciation and amortization                             (343,511)        245,807             141,314
    Royalty                                                                     60,000                   -
    Goodwill Impairment                                      1,917,747       1,400,000                   -
    Restructuring Expense                                     (224,947)              -                   -
    Deferred Revenue                                           209,175               -                   -
Write off of molds and tools on discontinued product             -           1,020,000                   -
    Write off investment in Dalian Sonic Jet Co., Ltd                                -              393,292
    Provision for China inventory and assets                                   368,492                   -
    Common stock issued for services                           284,884         528,834               96,080
    Common stock committed for services                                              -               93,205
    Stock issued in lieu of debt                                87,500         (74,311)            (164,335)
    Write down of assets                                                     1,400,000
    Bad debts                                                  (57,950)         36,500              152,970
    Beneficial conversion feature - warrants                    (2,500)        692,226              100,000
   Change in assets and liabilities:
     Decrease (increase) in accounts receivable                 64,528        (206,650)              36,261
     Decrease (increase) in other receivable                    27,714               -               (4,281)
     Decrease (increase) in inventories                       (640,874)       (150,411)             205,069
     Decrease (increase) in due from related parties                                 -              (32,084)
     Decrease (increase) in other current assets               (54,000)       (139,143)
     Increase (decrease) in accounts payable                  (173,598)        125,557              430,546
     Increase (decrease) in accrued payroll taxes              (24,864)        (32,246)               2,450
     Increase (decrease) from customers                                         50,000                    -
     Increase (decrease) in other accrued liabilities         (119,160)        (49,462)            (138,940)
                                                             -----------   ------------        ----------------
NET CASH USED IN OPERATING ACTIVITIES                       (4,371,480)     (1,498,184)            (120,408)
                                                             -----------   ------------        ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Restriced cash                                                              201,004                2,116
   Purchase of property and equipment                          (60,713)              -               (2,645)
   Proceeds from sale of assets                                294,862               -                    -
   Investment in Technical Solutions Group                     (21,546)       (505,000)                   -
                                                            -----------   -------------        ---------------
NET CASH USED IN INVESTING ACTIVITIES                          212,603        (303,996)                (529)
                                                            -----------   -------------        ---------------

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







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


                                                                                        
                                                          2003                2002                       2001
                                                     -----------      ---------------            ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from convertible debt - related party                                   -                    125,000
  Proceeds from (payments on) capitalized lease                               (12,236)                   (1,432)
  Issuance of common stock, net                       3,045,709             1,425,825                         -
  Issuance of preferred stock, net                      954,000               290,000                         -
  Proceeds from stock commitment                       (112,426)              143,500                         -
  Proceeds from loans                                   405,895                56,807                         -
                                                     -----------      ---------------            ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES             4,293,178             1,903,896                    123,568
                                                     -----------      ---------------            ---------------

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

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

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

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




SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 Interest paid (includes factoring)                    $322,992              $  8,184                   $ 24,937
                                                     ============     ===============            ===============
 Income taxes paid                                         $  0              $    800                   $    800
                                                     ============     ===============            ===============



Supplemental  schedule  of  non-cash  investing  and  financing
activities:

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

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

During  the  year  ended  December  31,  2001,  the  Company  issued
6,309,169  restricted  shares  of  common  stock  valued  at  $6,044,961
in  connection  with  the  settlement  agreement  of  all  outstanding
debt  owed  by  the  Company  under  loan  agreements,  agreement
between  the  Company  and  Plaintiffs  in  "Wrongful  death  case"  and
 outstanding  amounts  owed  to  employee  and  other  expenses.                   $    6,044
During  the  year  ended  December  31,  2001,  the  Company  recorded
$93,205  for  settlement  with  employees  and  consultants  by
committing  to  issue  shares,  which  represents  the  Company's
committed-to-issue  1,656,695  shares  of  common  stock.                          $   93,205


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

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


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








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

                                 
Net Income                              $(5,321,623)
Other Comprehensive Income,
   Net of tax                                 -
                                     ---------------
Comprehensive Income                    $(5,321,623)

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





                             FORCE PROTECTION, INC.
                     (FORMERLY SONIC JET PERFORMANCE, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

NATURE  OF  THE  BUSINESS:

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

GENERAL  STATEMENT

The  Securities  and  Exchange Commission has issued Financial Reporting release
No.  60,  "Cautionary  Advice  Regarding  Disclosure  About  Critical Accounting
Policies,"  or  FRR  60,  suggesting companies provide additional disclosure and
commentary  on  their  most  critical  accounting  policies.  In FRR 60, the SEC
defined  the  most  critical  accounting  policies  as  the  ones  that are most
important  to  the  portrayal  of  a company's financial condition and operating
results,  and  require  management  to  make  its  most difficult and subjective
judgments,  often  as a result of the need to make estimates of matters that are
inherently  uncertain.  The  methods, estimates and judgments we use in applying
these most critical accounting policies have a significant impact on the results
we  report  in  our  financial  statements.

As a general rule, financial information is accounted for and based on cost, not
current  market  value.  Revenues  and gains should be matched using the accrual
method  with  the  expenses  giving  rise to the revenues and gains to determine
earnings for the period.   Expenses are necessarily incurred to produce revenue.
Expenses  are  then  "matched" in the same accounting period against the revenue
generated.  Revenues  are  recognized  when  they  are  earned  and expenses are
recognized  in  the  same  period  as  the  related revenue (matching or using a
systematic  and  rational  allocation  or  expensing in the period in which they
expire), not necessarily in the period in which the cash is received or expended
by  the  company.   Other  areas  include:

PRINCIPLES  OF  CONSOLIDATION

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

GOING  CONCERN

The  accompanying consolidated financial statements have been prepare on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of business. As shown in the financial
statements,  during the year ended December 31, 2003 the Company incurred losses
of $5,321,623 and its current liabilities exceed its current assets by $360,652.

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

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

COMPREHENSIVE  INCOME  (LOSS)

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

CASH  EQUIVALENTS

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

INVENTORIES

Inventories  are  stated  at the lower of cost or market. The cost is determined
under  the  first-in-first-out  method  base  (FIFO)  valuation  method.

PROPERTY,  PLANT  AND  EQUIPMENT

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

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

IMPAIRMENT  OF  LONG-LIVED  ASSETS

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

GOODWILL

Under  SFAS  No.  142.  Goodwill  and  other  Intangible  Assets,  all  goodwill
amortization  ceased  effective  Jan.1, 2002. Rather, goodwill is now subject to
only  impairment  reviews.  A  fair-value based test is applied at the reporting
level.  This  test  requires  various  judgments  and  estimates.   A  goodwill
impairment  loss  will  be  recorded  for  any goodwill that is determined to be
impaired.  Goodwill  is  tested  for  impairment  at  least  annually.

Goodwill,  which  represents the excess of purchase price over fair value of net
assets,  acquired  in the acquisition of Technical Solutions Group, Inc. in June
2002.  The  Company  follows  SFAS  142,  Goodwill  and Intangible Assets, which
requires  the  Company  to test goodwill for potential impairment annually. When
the  carrying value exceeds fair value, the impairment is the difference between
the  carrying  value  of  goodwill  and  the implied value. The implied value of
goodwill  is  the  difference between the fair value for the unit as a whole and
the  value of individual assets and liabilities using as "as-if" purchase price.

FOREIGN  CURRENCY  TRANSACTION

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

INCOME  TAXES

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

LOSS  PER  SHARE

The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is
computed  by  dividing  loss  available  to  common  stockholders  by  the
weighted-average  number of common shares outstanding. Diluted loss per share is
computed  similar  to  basic  loss  per  share  except  that  the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common  shares  were  dilutive.

ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements, as
well  as  the  reported  amounts  of  revenues and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

REVENUE  RECOGNITION

The  Company's  revenues  are  derived  principally  from  the sale of blast and
mine-protected  vehicles.  Revenue  from products and services are recognized at
the  time  goods  are  shipped or services are provided to the customer, with an
appropriate  provision  for returns and allowances. The estimated sales value of
performance  under fixed-price and fixed-price incentive contracts in process is
recognized  under the percentage-of-completion method of accounting in which the
estimated        sales  value  is determined on the basis of physical completion
to  date (the total contract amount multiplied by percent of performance to date
less sales value recognized in previous periods) and cost (including general and
administrative)  are  expensed  as  incurred.  It is our policy to not recognize
revenue  until  customer  acceptance  and shipment to the customer.  All advance
payments  are  treated  as  "deferred  revenue".

RESEARCH  AND  DEVELOPMENT

We  expense  research  and  development  cost  as  incurred.

INTERNAL  CONTROLS

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

NOTE  2  -  FINANCIAL  STATEMENTS

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiary.  All  significant  inter-company  balances,
transactions,  and  stockholdings  have  been  eliminated.

NOTE  3  -  INVENTORIES

Inventories  at  December  31,  2003  consisted  of  the  following:




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


Total Inventories. . . . .  $827,337



NOTE  4  -  PROPERTY  AND  EQUIPMENT

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




                                  
Furniture and fixtures               $125,074
=============================
Machinery and equipment              307,490
Tooling - new products                     -
Design rights                              -
Vehicles                                 500
Demo vehicles                        192,530
Less depreciation and amortization  (316,526)
Total property and equipment        $309,068
-----------------------------


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

NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES

LEASES

On  October  10,  2003, TSG entered into a lease agreement with Intertech Group,
Inc.  to  lease 86,000 square feet of manufacturing and administrative space and
transfer  the  Company's  executive  offices  at the end of October, 2003 to new
facilities at 9801 Highway 78, Building No. 3, Ladson, South Carolina.  The term
of  the  lease  is five years starting October 15, 2003, with an option to renew
for another five years.  The space substantially increases the Company's ability
to  qualify  for  and  fulfill larger contracts for its mine-protected vehicles.
Annual  rent  is  $215,000  for  the  first  year  plus  utilities,  taxes  and
maintenance,  and  $258,000  base  rental  for  the  next four years.  The prior
landlord  has  agreed to terminate its lease at the Company's prior headquarters
located  at  2031  Avenue  B,  Building 44, North Charleston, South Carolina, in
exchange  for  payment of rent at this prior facility through November 30, 2003.

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

ROYALTY/LICENSING  AGREEMENTS

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

NOTE  6  -  STOCK  COMPENSATION  PLAN

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

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



                                                  


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

EMPLOYMENT  AGREEMENTS.

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

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

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

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

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

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

ACQUISITION  OF  TSG  INTERNATIONAL,  INC.

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

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

REDEMPTION  OF  SERIES  C  PREFERRED  STOCK

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

NOTE  9  -  INCOME  TAXES

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

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




                                                   

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

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




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

NOTE  10  DISCONTINUED  OPERATIONS

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

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

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



                                             

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

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



NOTE  11  CONTINGENCY  LOSSES

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

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

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

NOTE  12  RECEIVABLES

During  2003  we  factored  our  receivables  at  3%.

NOTE  13  GOODWILL

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

NOTE  14  RESTRUCTURING  EXPENSES  -  NET

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

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

NOTE  15  DEBTS

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

                                 FORCE  PROTECTION,  INC.

                              65,000,000  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.

                                 April  13,  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.


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

     SEC  Registration  Fee                    $  2,200
     Printing  and  Edgarizing  expenses       $  2,800
     Legal  fees  and  expenses                $ 10,000
     Accounting  fees  and  expenses           $  8,000
     Transfer  agent                           $    500
     Stock  certificates                       $    200
     Miscellaneous                             $  1,300

     Total                                     $ 25,000

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  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).

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  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).

On  March  23,  2004,  we closed a private offering.  This offering, sold to six
accredited  investors,  consisted  of  the  following:

1.     15,000,000  shares  at  $0.20  per  share;

2.     An  "A" Warrant for each share purchased, exercisable at $0.24 per share.
The  "A"  Warrants  expire  March  23,  2006;  and

3.     A "Green Shoe" Warrant for each share purchased, exercisable at $0.20 per
share.  The  "Green  Shoe"  Warrants expire 180 days after the effective date of
this  registration  statement.

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).

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 (filed as Exhibit 10.8 to the Company's
     SB-2  filed  on  January  27,  2004  and incorporated herein by reference).

10.9 Registration  Rights  Agreement  between  the  Company and Dutchess Private
     Equities  Fund,  L.P., dated January 26, 2004 (filed as Exhibit 10.9 to the
     Company's  SB-2  filed  on  January  27,  2004  and  incorporated herein by
     reference).

10.10 Placement Agent Agreement between the Company, Charleston Capital, LLC and
     Dutchess  Private  Equities  Fund,  L.P.,  dated January 26, 2004 (filed as
     Exhibit  10.10  to  the  Company's  SB-2  filed  on  January  27,  2004 and
     incorporated  herein  by  reference).

10.11  Subscription  Agreement between the Company and Gamma Opportunity Capital
     Partners, LP, Longview  Fund,  LP, Alpha Capital Aktiengesellschaft, Domino
     International  Ltd,  Magellan International Ltd, and Mountain Ridge Capital
     LLC  dated  March  23,  2004  (filed as Exhibit 4 to the Company's Form 8-K
     filed  on  March  26,  2004  and  incorporated  herein  by  reference).

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

23.2  Consent  of  Counsel  (contained  in  Exhibit  5)



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.


                                   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  April  13,  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    April  13,  2004
------------------
Michael  Watts

/s/  Madhava  Rao  Mankal     Director                    April  13,  2004
-------------------------
Madhava  Rao  Mankal

/s/  Frank  Kavanaugh         Director                    April  13,  2004
---------------------
Frank  Kavanaugh

/s/  Gale  Aguilar            Director                    April  13,  2004
----------------
Gale  Aguilar

/s/  R.  Scott  Ervin         Director                    April  13,  2004
--------------------
R.  Scott  Ervin