Edgar Filing: JNC OPPORTUNITY FUND LTD

Schedule 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.__ )*

Sonic Jet Performance, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

835455 10 6

(CUSIP Number)

James Q. Chau

Encore Capital Management, L.L.C.
12007 Sunrise Valley Drive, Suite 460
Restoon, VA 20191
Tel No.: (703) 476-5898
(Name, Address and Telephone Number of Person
Authorized to Recieve Notices and Communications)

June 29, 2001

(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule gecause of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.

Page 1 of 10 Pages

CUSIP NO. 835455 10 6 13D Page 2 of 10 Pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

JNC Opportunity Fund Ltd.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS

WC (See Item 3)
_____________________________________________________________________________

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
_____________________________________________________________________________

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER

SHARES 0
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 4,203,208 (See Item 5)
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 0 (See Item 5)
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER

WITH 4,203,208 (See Item 5)
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,203,208 (See Item 5)
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] [ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.62% (See Item 5)
_____________________________________________________________________________

14 TYPE OF REPORTING PERSON*

CO
_____________________________________________________________________________

CUSIP NO. 835455 10 6 13D Page 3 of 10 Pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

JNC Strategic Fund Ltd.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS

WC (See Item 3)
_____________________________________________________________________________

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
_____________________________________________________________________________

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER

SHARES 0
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 4,203,208 (See Item 5)
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 0 (See Item 5)
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER

WITH 4,203,208 (See Item 5)
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

22.62% (See Item 5)
_____________________________________________________________________________

14 TYPE OF REPORTING PERSON*

CO
_____________________________________________________________________________

CUSIP NO. 835455 10 6 13D Page 4 of 10 Pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Encore Capital Management, L.L.C.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS

OO (See Item 3)
_____________________________________________________________________________

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
_____________________________________________________________________________

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Deleware
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER

SHARES 0
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 4,203,208 (See Item 5)
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 0 (See Item 5)
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER

WITH 4,203,208 (See Item 5)
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

22.62% (See Item 5)
_____________________________________________________________________________

14 TYPE OF REPORTING PERSON*

[IA]
_____________________________________________________________________________

CUSIP NO. 835455 10 6 13D Page 5 of 10 Pages

Item 1. Security and Issuer.

This Schedule 13D is filed in connection with the shares of common stock,
no par value per share (the "Shares"), of Sonic Jet Performance, Inc., a
Colorado corporation (the "Company"), with its principal executive offices at
15662 Commerce Lane, Huntington Beach, CA 92649.

This Schedule 13D is filed to report that on August 23, 2001, JNC
Opportunity Fund Ltd., a Cayman Islands corporation ("Opportunity"), and JNC
Strategic Fund Ltd., a Cayman Islands corporation ("Strategic"), each entered
into an agreement (the "Agreement") with the Company, pursuant to which, among
other things, Opportunity and Strategic agreed to cancel all loan agreements and
warrants between Opportunity, Strategic and the Company. On June 29, 2001,
Opportunity converted all of its notes (the "Notes") payable by the Company and
received 2,455,759 Shares. On June 29, 2001, Strategic converted the preferred
stock (the "Preferred Stock") it owned in the Company and received 1,731,449
Shares. In accordance with the Agreement, the Company shall have twelve months
from the date of the Agreement to raise $500,000 for working capital. In the
event the Company does not raise the money,(i) Opportunity shall have the right
to require the Company to exchange the Shares for a Note in the aggregate
principal amount of $2,836,395 plus all accrued interest; (ii) Strategic shall
have the right to require the Company to exchange the Shares for 1,600 shares of
Preferred Stock, plus all accrued dividends; and (iii) Opportunity shall have
the right to require the Company to reissue the warrant canceled pursuant to the
Agreement.

Item 2. Identity and Background.

(a) (f) Each of Opportunity and Strategic is a Cayman Islands exempted
company. Encore Capital Management, L.L.C. (the "Manager") is a
Delaware limited liability company. The Manager, Opportunity and
Strategic are collectively referred to in this Schedule 13D as the
"Reporting Persons."

(b) The address for each of Opportunity and Strategic is:

Olympia Capital (Cayman) Ltd.
c/o Williams House, 20 Reid Street
Hamilton HM11, Bermuda

The Manager's address is:

12007 Sunrise Valley Drive, Suite 460
Reston, VA 20191

The name, residence or business address, and the principal occupation
or employment and the name, principal business and address of any
corporation or other organization in which such employment is
conducted, of each executive officer and each controlling person, if
any, of the Reporting Persons, is set forth in Exhibit A hereto. (c)
The principal business of each of Opportunity and Strategic is
investing in securities and other intangible investment instruments.
James Q. Chau and Oskar Lewnowski are on the board of directors of
Opportunity and Strategic.

The Manager is a registered investment adviser under the Investment
Advisers Act of 1940 and acts as investment advisor to Opportunity and
Strategic. James Q. Chau is the principal of the Manager.

(d)(e) During the last five years, none of the persons listed in Item 2(a)
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

CUSIP NO. 835455 10 6 13D Page 6 of 10 Pages

Item 3. Source and Amount of Funds or Other Consideration.

All funds utilized by the Reporting Persons to acquire the securities
described herein were derived from investment capital of Opportunity
and Strategic and were payable in immediately available funds.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the securities described herein as an
investment in the ordinary course of business. In pursuing this
investment objective, the Reporting Persons will continue to analyze
the operations, capital structure and markets of the Company on a
continuous basis through analysis of documentation and discussions
with knowledgeable industry and market observers and with
representatives of such companies. Depending on such assessments, one
or more of the Reporting Persons may acquire additional Shares or may
determine to sell or otherwise dispose of all or some of the Shares.
Whether any of the Reporting Persons actually effects such sales will
depend on its continuing evaluation of the diversity of its investment
portfolio, as well as the price level and trading uncertainties of the
Shares, available opportunities to dispose of the Shares, conditions
in the securities markets and general economic and industry
conditions. These sales may take place in the open market, through
privately negotiated transactions with third parties, or through any
other manner permitted by applicable law.

None of the Reporting Persons, or any executive officer or control
person thereof, has any current plans or proposals with respect to any
of the items described in (b) through (d) and (f) through (i) of Item
4. With respect to current plans or proposals with respect to any of
the items described in (a), (e) and (j) of Item 4, see Item 6 hereof.

Item 5. Interest in Securities of the Issuer

(a)(b) Opportunity beneficially owns 2,471,759 Shares, which is equal to
13.3% of the Shares issued and outstanding as of September 1, 2001.
All of the Shares reported in this Schedule 13D are beneficially owned
by Opportunity. Opportunity shares voting power and shares dispository
power with respect to such Shares.

Strategic beneficially owns 1,731,449 Shares, which is equal to 9.3%
of the Shares issued and outstanding as of September 1, 2001. All of
the Shares reported in this Schedule 13D are beneficially owned by
Strategic. Strategic shares voting power and dispository power with
respect to such Shares.

The Manager has shared voting and dispository power with respect to
the 4,203,208 Shares reported in this Schedule 13D as being
beneficially owned by Opportunity and Strategic. Therefore, the
Manager may be deemed to be, for purposes of Rule 13d-3 of the
Exchange Act, a beneficial owner of such Shares, representing 22.6% of
the Shares issued and outstanding as of September 1, 2001.

(c) None of the Reporting Persons, or any of its executive officers,
directors or control persons, has effected any transactions in the
Shares during the past sixty days other than the consummation of the
transactions under the Agreement, as disclosed herein.

(d) Not applicable.

(e) Not applicable.

CUSIP NO. 835455 10 6 13D Page 7 of 10 Pages

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

None

Item 7. Material to be Filed as Exhibits

None

CUSIP NO. 835455 10 6 13D Page 8 of 10 Pages

Signatures

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

Dated: October 4, 2001

JNC OPPORTUNITY FUND LTD.

By: /s/ James Q. Chau
----------------------------
Name: James Q. Chau
Title: Director

JNC STRATEGIC FUND LTD.

By: /s/ James Q. Chau
----------------------------
Name: James Q. Chau
Title: Director

ENCORE CAPITAL MANAGEMENT, L.L.C.

By: /s/ James Q. Chau
----------------------------
Name: James Q. Chau
Title: Managing Member

CUSIP NO. 835455 10 6 13D Page 9 of 10 Pages

JOINT FILING AGREEMENT

In accordance with rule 13d-1(k)(1) of the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each other of
the attached statement on Schedule 13D, and all amendments thereto, and that
such statement, and all amendments thereto, is made on behalf of each of them.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
October 4, 2001.

JNC OPPORTUNITY FUND LTD.

By: /s/ James Q. Chau
----------------------------
Name: James Q. Chau
Title: Director

JNC STRATEGIC FUND LTD.

By: /s/ James Q. Chau
----------------------------
Name: James Q. Chau
Title: Director

ENCORE CAPITAL MANAGEMENT, L.L.C.

By: /s/ James Q. Chau
----------------------------
Name: James Q. Chau
Title: Managing Member

CUSIP NO. 835455 10 6 13D Page 10 of 10 Pages

EXHIBIT A

EXECUTIVE OFFICERS, DIRECTORS AND CONTROL PERSONS

Name
Present Principal Occupation/Employment
Residence or Business Address

James Q. Chau
Director - Opportunity and Strategic
Managing Member and President - Manager
c/o Encore Capital Management, L.L.C.
12007 Sunrise Valley Drive, Suite 460
Reston, VA 20191
Citizen of the U.S.A.

Oskar Lewnowski
Director - Opportunity and Strategic
Olympia Capital (Cayman) Ltd.
c/o Williams House, 20 Reid Street
Hamilton HM11, Bermuda
Citizen of Austria

Matthew A. Ernst
Senior Vice President and Portfolio Manager - Manager
c/o Encore Capital Management, L.L.C.
12007 Sunrise Valley Drive, Suite 460
Reston, VA 20191
Citizen of the U.S.A.

Mai C. Nguyen
Vice President and Chief Financial Officer - Manager
c/o Encore Capital Management, L.L.C.
12007 Sunrise Valley Drive, Suite 460
Reston, VA 20191
Citizen of U.S.A.