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

                                   FORM 10-QSB


[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
    FOR THE TRANSITION PERIOD FROM ____________ TO ____________

Commission file number  000-25663
                        ---------

                            ULTRASTRIP SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)

            Florida                                              65-0841549
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification no.)

                            3515 S.E. Lionel Terrace
                              Stuart, Florida 34997
                    (Address of principal executive offices)

                                 (772) 287-4846
                (Issuer's telephone number, including area code)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No [X](1).

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 42,437,394 shares of common stock
were outstanding as of June 30, 2003.

Transitional Small Business Disclosure Format (check one):  Yes [ ] No [X]

Note: The information contained in this Form 10-QSB relates only to the covered
period. The Company has not provided supplemental or revised information after
the period covered by this report, but instead has disclosed such information in
its quarterly reports on Form 10-QSB and annual reports on Form 10-KSB, as
appropriate for periods subsequent to June 30, 2003.

<PAGE>
                            ULTRASTRIP SYSTEMS, INC.

                                   FORM 10-QSB


                                TABLE OF CONTENTS
                                -----------------


                                                                            Page
                                                                            ----
PART I.             FINANCIAL INFORMATION

      Item 1.    Financial Statements (unaudited)
                      Balance Sheet...........................................1
                      Statements of Operations................................2
                      Statements of Cash Flows................................3
                      Notes to Financial Statements...........................4
      Item 2.    Management's Discussion and Analysis or Plan of Operation...12
      Item 3.    Controls and Procedures.....................................17

PART II.         OTHER INFORMATION

      Item 1.    Legal Proceedings...........................................17
      Item 2.    Changes in Securities.......................................18
      Item 3.    Defaults Upon Senior Securities.............................18
      Item 4.    Submission of Matters to a Vote of Security Holders.........18
      Item 5.    Other Information...........................................18
      Item 6.    Exhibits and Reports on Form 8-K............................18

                                       ii

<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1.    FINANCIAL STATEMENTS.

                            ULTRASTRIP SYSTEMS, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                                     June 30, 2003
--------------------------------------------------------------------------------------------------
<S>                                                                                  <C>
CURRENT ASSETS
   Cash                                                                              $      9,364
   Prepaid expenses and other                                                               9,671
--------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                       19,035

PROPERTY AND EQUIPMENT, NET                                                             1,086,442

PATENTS, NET                                                                               92,483
--------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                         $  1,197,960
==================================================================================================

LIABILITIES, REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK AND CAPITAL DEFICIT

CURRENT LIABILITIES
   Accounts payable                                                                  $    548,472
   Accounts payable - related parties                                                     921,307
   Accrued expenses                                                                     1,286,426
   Notes payable to related parties - current portion                                   3,714,677
   Notes payable - current portion                                                        425,458
--------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                               6,896,340

   Notes payable to related parties, less current portion                                 220,000
   Notes payable, less current portion                                                     68,796
--------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                       7,185,136

REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK SERIES A
   250 shares authorized; 28 shares issued and outstanding, $25,000 per share
   redemption amount plus dividends in arrears                                          1,256,348

REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK SERIES B
   4,000 shares authorized; 1,054 shares issued and outstanding,, $2,500 per share
   redemption amount plus dividends in arrears                                          3,377,525

COMMITMENTS AND CONTINGENCIES (Note 8)

CAPITAL DEFICIT

   COMMON STOCK, $0.01 par value; 100,000,000 shares authorized; 42,437,394 shares
   issued and outstanding                                                                 424,374
   ADDITIONAL PAID-IN CAPITAL                                                          18,750,573
   DEFERRED COMPENSATION                                                                  (32,158)
   ACCUMULATED DEFICIT                                                                (29,763,838)
--------------------------------------------------------------------------------------------------
TOTAL CAPITAL DEFICIT                                                                 (10,621,049)
--------------------------------------------------------------------------------------------------

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK,
  AND CAPITAL DEFICIT                                                                $  1,197,960
==================================================================================================
</TABLE>

See accompanying notes to financial statements.

                                       1
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                              For three months ended       For six months ended
                                                                    June 30,                    June 30,
                                                              2003           2002          2003           2002
------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>            <C>            <C>
REVENUES                                                 $     43,939         22,224        222,619        321,970

COST OF REVENUES                                               60,399        116,618        179,967        252,996
------------------------------------------------------------------------------------------------------------------

GROSS (LOSS) PROFIT                                           (16,460)       (94,394)        42,652         68,974

OPERATING EXPENSES:
     Selling, general and administrative                      716,457      1,150,767      1,966,236      2,278,748
     Loss on equipment impairment                                  --             --        627,493             --
     Non-cash compensation expense (benefit)                    5,450     (1,745,950)        10,840     (1,267,242)
------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES (BENEFIT)                            721,907       (595,183)     2,604,569      1,011,506
------------------------------------------------------------------------------------------------------------------

(LOSS) INCOME FROM OPERATIONS                                (738,367)       500,789     (2,561,917)      (942,532)

OTHER (INCOME) EXPENSE:
     Other income                                                (105)         (2007)          (205)        (6,020)
     Interest expense                                         202,042         74,769        411,455        126,276
------------------------------------------------------------------------------------------------------------------
TOTAL OTHER EXPENSE                                           201,937         72,762        411,250        120,256
------------------------------------------------------------------------------------------------------------------

NET (LOSS) INCOME                                            (940,304)       428,027     (2,973,167)    (1,062,788)

PREFERRED STOCK DIVIDENDS                                     (92,125)       (92,125)      (184,250)      (187,097)
------------------------------------------------------------------------------------------------------------------

NET (LOSS) INCOME APPLICABLE TO COMMON STOCK             $ (1,032,429)       335,902     (3,157,417)    (1,249,885)
==================================================================================================================
NET (LOSS) INCOME PER COMMON SHARE (BASIC AND DILUTED)   $      (0.02)          0.01          (0.07)         (0.03)
==================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING       42,437,394     42,459,121     42,437,394     42,488,638
==================================================================================================================
</TABLE>

See accompanying notes to financial statements.

                                       2
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
For the six months ended June 30,                             2003           2002
------------------------------------------------------------------------------------
<S>                                                       <C>            <C>
OPERATING ACTIVITIES:
   Net loss                                               $(2,973,167)    (1,062,788)

   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation and amortization                          222,469        364,886
       Loss on equipment impairment                           627,493             --
       Accretion of discount on notes payable                 286,012         92,000
       Non-cash compensation (benefit)                             --     (1,278,800)
       Amortization of deferred compensation                   10,840         11,558
   Change in operating assets and liabilities:
         Accounts receivable                                   53,659        (85,255)
         Inventories                                           17,691       (173,531)
         Prepaid expenses and other                            15,223         60,357
         Accounts payable                                    (380,423)      (230,475)
         Accounts payable - related parties                   486,358        239,265
         Accrued expenses                                     185,979             --
         Deferred revenue                                          --        375,000
------------------------------------------------------------------------------------

Net cash used in operating activities                      (1,447,866)    (1,687,783)
------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                              --        (31,039)
   Repayment of note receivable from officer                       --         50,000
------------------------------------------------------------------------------------

Net cash provided by investing activities                          --         18,961
------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
   Proceeds from issuance of notes payable and warrants       250,000        200,000
   Proceeds from issuance of notes payable
     and warrants to related parties                        1,345,500        832,500
   Repayments of notes payable                                (40,254)        (3,409)
   Repayment of notes payable to related parties             (250,000)      (440,000)
   Proceeds from sale of warrants                              97,500        500,000
   Proceeds from issuance of common stock                          --        150,000
   (Increase) in subscription receivable                           --       (105,000)
------------------------------------------------------------------------------------
Net cash provided by financing activities                   1,402,746      1,134,091
------------------------------------------------------------------------------------

Net decrease in cash                                          (45,120)      (534,731)
------------------------------------------------------------------------------------

Cash, beginning of year                                        54,484        543,934
------------------------------------------------------------------------------------

Cash, end of period                                       $     9,364          9,203
====================================================================================
</TABLE>

See accompanying notes to financial statements.

                                       3
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                For The Six Months Ended June 30, 2003 and 2002

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION
         The accompanying unaudited financial statements of UltraStrip Systems,
         Inc. (the "Company") have been prepared in accordance with accounting
         principles generally accepted in the United States of America for
         interim financial information and with Item 310 of Regulation S-B.
         Accordingly, they do not include all of the information and footnotes
         required by accounting principles generally accepted in the United
         States of America for complete financial statements. The financial
         statements reflect all normal recurring adjustments which, in the
         opinion of management, are considered necessary for a fair presentation
         of the results for the periods shown. The results of operations for the
         periods presented are not necessarily indicative of the results
         expected for the full fiscal year or for any future period. Certain
         prior period amounts have been reclassified to conform with the current
         period presentation. The information included in these unaudited
         financial statements should be read in conjunction with Management's
         Discussion and Analysis and Plan of Operations contained in this report
         and the audited financial statements and accompanying notes included in
         the Company's Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 2002.


2.       GOING CONCERN

         The accompanying financial statements were prepared assuming that the
         Company will continue as a going concern. This basis of accounting
         contemplates the realization of assets and the satisfaction of
         liabilities in the normal course of operations. During the six months
         ended June 30, 2003, the Company incurred losses of approximately $2.7
         million, had a working capital deficiency of $6.9 million, and had
         outstanding redeemable convertible preferred stock that is eligible for
         redemption at the holder's option for $4.6 million (including accrued
         dividends). The Company has not attained a level of revenues sufficient
         to support recurring expenses, and the Company does not presently have
         the resources to settle previously incurred obligations. These factors,
         among others, raise substantial doubt about the Company's ability to
         continue as a going concern.

         The Company's continued existence is dependent upon its ability to
         resolve its liquidity problems, principally by obtaining additional
         debt financing and equity capital, and ultimately achieving profitable
         operations. While pursuing additional debt and equity funding, the
         Company must continue to operate on limited cash flow generated
         internally.

         The unaudited financial statements do not include any adjustments to
         reflect the possible future effects on the recoverability and
         classification of assets or the amounts and classification of
         liabilities that may result from the inability of the Company to
         continue as a going concern. There are no assurances that the Company
         will be successful in achieving the above plans, or that such plans, if
         consummated, will enable the Company to obtain profitable operations or
         continue as a going concern.

                                       4
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.       ACCRUED EXPENSES

         The major components of accrued expenses are summarized as follows:

         June 30, 2003                               2003
         --------------------------------------------------
         Accrued payroll and related benefits    $  841,057
         Accrued accounting and legal expenses      280,000
         Other accrued expenses                     165,369
         --------------------------------------------------
         Total accrued expenses                  $1,286,426
         ==================================================

4.       NOTES PAYABLE

   (a.)  RELATED PARTY
         Notes payable to related parties consist of the following:
<TABLE>
<CAPTION>
                                                                                  JUNE 30, 2003
         --------------------------------------------------------------------------------------
         <S>                                                                        <C>
         Notes payable to Director/stockholder (i) $1,000,000 note payable, net
         of unamortized discount of $99,481, due on June 15, 2004
         collateralized by all existing equipment and machinery utilized to
         manufacture the Company's product (ii) $125,000 note payable, net of
         unamortized discount of $4,799, due on June 15, 2004, collateralized
         by all existing equipment and machinery utilized to manufacture the
         Company's product (iii) $20,000 note payable, interest at prime plus 2%
         (6.00% at June 30, 2003), due upon demand                                  $ 1,040,740

         Revolving line of credit agreement with a stockholder collateralized by
         two automated hydro jetting systems due on March 12, 2004. There is no
         interest due to the lender; however, the lender is entitled to 10% of
         the gross revenues from the sale of the two hydro jetting systems
         should the two hydro jetting systems be sold (iii)                             750,000

         Unsecured note payable to stockholder, interest at prime plus 2% (6.00%
         at June 30, 2003), due on demand (iv)                                          517,893

         Unsecured notes payable to employee/stockholder, interest at prime plus
         2% (6.00% at June 30, 2003), due on demand                                     593,044

         Notes payable to stockholders, interest at 18%, collateralized by
         certain machinery and equipment of the Company due as follows: $200,000
         due on June 30, 2004 and $100,000 due on July 30, 2004                         300,000


         Unsecured notes payable to officer/stockholder, interest at prime plus
         2% (6.00% at June 30, 2003), due upon demand                                   398,000

         Unsecured notes payable to Director, interest at prime plus 2% (6.00%
         at June 30, 2003), due March 31, 2005                                          220,000

         Unsecured note payable to employee/stockholder, interest at prime plus
         2% (6.00% at June 30, 2003), due upon demand                                    75,000

         Unsecured note payable to officer/shareholder, interest at prime plus
         2% (6.00% at June 30, 2003), due upon demand                                    40,000
         --------------------------------------------------------------------------------------
                                                                                      3,934,677

         Less current portion                                                        (3,714,677)
                                                                                    $   220,000
         ======================================================================================
</TABLE>

                                       5
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         (i)   On January 17, 2003, the due date for the $1,000,000 note payable
               was extended until May 16, 2003 in exchange for the granting of
               130,000 additional warrants to purchase the Company's Common
               Stock at an exercise price of $0.07 per share. The estimated fair
               value of the warrants of $165,617 is amortized to interest
               expense over the term of the extension.

               On May 16, 2003, the due date for this note payable was extended
               until September 16, 2003 in exchange for the granting of 130,000
               additional warrants to purchase the Company's Common Stock at an
               exercise price of $0.07 per share. The estimated fair value of
               the warrants of $165,227 is amortized to interest expense over
               the term of the extension.

               On September 16, 2003, the due date for this note payable was
               extended until March 15, 2004 in exchange for the granting of
               195,000 additional warrants to purchase the Company's Common
               Stock at an exercise price of $0.07 per share. The estimated
               value of the warrants of $248,669 is amortized to interest
               expense over the term of the extension.

               On March 15, 2004, the due date for this note payable was
               extended until June 15, 2004 in exchange for the granting of
               32,500 additional warrants to purchase the Company's Common Stock
               at an exercise price of $0.07 per share. The estimated value of
               the warrants of $41,348 is being amortized to interest expense
               over the term of the extension.

         (ii)  On February 7, 2003, the due date for the $125,000 note payable
               was extended until March 7, 2003 in exchange for the granting of
               5,000 additional warrants to purchase the Company's Common Stock
               at an exercise price of $0.93 per share. The estimated fair value
               of the warrants of $5,013 was amortized to interest expense over
               the term of the extension.

               On March 7, 2003, the due date for this note was extended until
               May 7, 2003 in exchange for the granting of 10,000 additional
               warrants to purchase the Company's Common Stock at an exercise
               price of $0.93 per share. The estimated fair value of the
               warrants of $9,929 was amortized to interest expense over the
               term of the extension.

               On May 7, 2003, the due date for this note was extended until
               July 7, 2003 in exchange for the granting of 10,000 additional
               warrants to purchase the Company's Common Stock at an exercise
               price of $0.93 per share. The estimated fair value of the
               warrants of $9,929 is amortized to interest expense over the term
               of the extension.

               On July 7, 2003, the due date for this note was extended until
               September 9, 2003 in exchange for the granting of 10,000
               additional warrants to purchase the Company's Common Stock at an
               exercise price of $0.93 per share. The estimated fair value of
               the warrants of $9,320 is amortized to interest expense over the
               term of the extension.

               On September 9, 2003, the due date for this note was extended
               until March 15, 2004 in exchange for granting of 40,000
               additional warrants to purchase the Company's Common Stock at an
               exercise price of $1.02 per share. The estimated fair value of
               the warrants of $40,683 is amortized to interest expense over the
               term of the extension.

               On March 15, 2004, the due date for this note was extended until
               June 15, 2004 in exchange for granting of 6,667 additional
               warrants to purchase the Company's Common Stock at an exercise
               price of $1.02 per share. The estimated fair value of the
               warrants of $5,971 is being amortized to interest expenses over
               the term of the extension.

         (iii) On March 11, 2003, the Company signed a revolving line of credit
               agreement to borrow $750,000 from a related party. On March 12,
               2004, the lender exchanged the debt and accrued interest for
               shares of the Company's Common Stock.

         (iv)  On March 10, 2004, an unsecured note payable to an
               employee/shareholder in the amount of $517,893 and accrued
               interest was exchanged for shares of the Company's Common Stock.

                                       6
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


   (b.)  OTHER
         Notes payable consist of the following:
<TABLE>
<CAPTION>
                                                                                  JUNE 30, 2003
         --------------------------------------------------------------------------------------
         <S>                                                                          <C>
         Note payable of $250,000 interest at 18%, due on July 10, 2003,
         collateralized by 325,000 shares of the Company's Common Stock (i)           $ 214,745

         Notes payable of $200,000, net of unamortized discount of $7,050, due
         on March 31, 2004, guaranteed by the former CEO of the Company and his
         spouse (ii)                                                                    192,950

         Installment notes payable to bank, $1,336 monthly including interest at
         10.99%, through July 2009 collateralized by trucks (iii)                        71,959

         Installment note, payable $506 monthly including interest at 7.9%,
         through April 2006 collateralized by vehicle                                    14,600
         --------------------------------------------------------------------------------------
                                                                                        494,254

         Less current portion                                                          (425,458)
         --------------------------------------------------------------------------------------
                                                                                      $  68,796
         ======================================================================================
</TABLE>

         (i)   On January 9, 2003, the Company signed a promissory note to
               borrow $250,000 from an accredited investor. The note was
               originally due on March 10, 2003 and is collateralized by 325,000
               shares of the Company's Common Stock. On March 10, 2003, the
               lender extended the due date for two additional months, to May
               10, 2003.

               On May 10, 2003, the lender extended the due date for two
               additional months, to July 10, 2003.

               On July 10, 2003, the lender extended the due date for two
               additional months, to September 12, 2003.

               Subsequent to September 12, 2003, the note was paid in full and
               the lender executed a Release.

         (ii)  On February 21, 2003, the due date for this note was extended
               until August 21, 2003 in exchange for the granting of 12,309
               additional warrants to purchase the Company's Common Stock at an
               exercise price of $0.07 per share. The estimated fair value of
               the warrants of $21,159 will be amortized to interest expense
               over the term of the extension.

               On August 21, 2003, the due date for this note was extended until
               January 31, 2004.

               On January 31, 2004, the due date for this note was extended
               until March 31, 2004.

               On March 31, 2004, the Company paid $100,000 of principal and the
               lender extended the due date for this note to April 21, 2004.

                                       7
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         (iii) On December 31, 2003, the installment notes payable were paid in
               full by the sale of the collateralized trucks to a third party.


5.       COMMON STOCK

         Shares reserved for issuance
         ----------------------------
         As of June 30, 2003, 12,199,288 shares of Common Stock were reserved
         for issuance under the Company's two fixed stock option plans,
         outstanding non-plan options, warrants and upon conversion of the
         outstanding Series A and Series B Redeemable Convertible Cumulative
         Preferred Stock.

6.       REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK

         Series A
         --------
         As of June 30, 2003 there were 28 shares of Series A Redeemable
         Convertible Cumulative Preferred Stock outstanding. The shares are
         redeemable at the option of the Company at $27,500 per share plus
         accrued dividends, and the shares became redeemable at the option of
         the holder in June 2002 at $25,000 per share plus accrued dividends.
         Accrued dividends totaled $556,348 on June 30, 2003.

         Series B
         --------
         As of June 30, 2003 there were 1,054 shares of Series B Redeemable
         Convertible Cumulative Preferred Stock outstanding. The shares are
         redeemable at the option of the Company at $3,000 per share plus
         accrued dividends, and the shares became redeemable at the option of
         the holder in June 2002 at $2,500 per share plus accrued dividends.
         Accrued dividends totaled $742,525 on June 30, 2003.


7.       LOSS PER SHARE

         Basic loss per common share is computed on the basis of the weighted
         average number of common shares outstanding during each period
         presented. Diluted loss per common share is computed on the basis of
         the weighted average number of common shares and dilutive securities
         outstanding. Dilutive securities having an antidilutive effect on
         diluted loss per common share are excluded from the calculation.

                                       8
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         The Company's outstanding options and warrants to acquire common stock
         and shares of common stock issuable upon conversion of outstanding
         redeemable convertible cumulative preferred stock (all aggregating
         12,199,288 shares of common stock at June 30, 2003) are not included in
         the computation of loss per common share because the effects of
         inclusion would be anti-dilutive.

8.       STOCK-BASED COMPENSATION - PRO FORMA NET (LOSS)

         The Company accounts for its stock option plans using the intrinsic
         value based method of accounting, under which no compensation expense
         has been recognized for stock option awards granted at fair market
         value. For purposes of pro forma disclosures under FAS 123, Accounting
         for Stock-Based Compensation, as amended by FAS 148, Accounting for
         Stock-Based Compensation--Transition and Disclosure, the estimated fair
         value of the stock options is amortized to compensation expense over
         the options' vesting period. The following table illustrates the effect
         on net income and earnings per share if the fair value based method had
         been applied to all outstanding and unvested awards in each period:
<TABLE>
<CAPTION>

         For the three months ended June 30,                                             2003           2002
         -------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>            <C>
         Net (loss) income applicable to common stock, as reported                   $(1,032,427)   $   335,902

         Add:  Stock-based employee compensation (benefit) included in
            reported net (loss) income                                                        --     (1,751,140)

         Deduct: Total stock-based employee compensation expense determined
            under fair value based method for all awards                                (119,923)      (457,835)
         -------------------------------------------------------------------------------------------------------

         Pro forma net loss                                                          $(1,152,350)   $(1,873,073)

         Basic loss per common share as reported                                     $     (0.02)   $     (0.01)

         Basic loss per common share pro forma                                       $     (0.03)   $     (0.04)
</TABLE>



<TABLE>
<CAPTION>
         For the six months ended June 30,                                             2003              2002
         -------------------------------------------------------------------------------------------------------
         <S>                                                                        <C>              <C>
         Net loss applicable to common stock, as reported
                                                                                    $(3,157,417)     $(1,249,885)

         Add:  Stock-based employee compensation (benefit) included in reported
           net loss                                                                                   (1,278,800)

         Deduct: Total stock-based employee compensation expense determined
           under fair value based method for all awards                                (247,999)        (457,835)
         -------------------------------------------------------------------------------------------------------
         Pro forma net loss                                                         $(3,405,416)     $(2,986,520)

         Basic loss per common share as reported                                    $     (0.07)     $     (0.03)
         Basic loss per common share pro forma                                      $     (0.08)     $     (0.07)
</TABLE>

         The Company estimates the fair value of each stock option at the grant
         date by using the Black-Scholes option pricing model based on the
         following assumptions:
<TABLE>
<CAPTION>
         For the six months ended June 30,                                             2003              2002
         -------------------------------------------------------------------------------------------------------
         <S>                                                                        <C>              <C>
         Risk free interest rate                                                           3.92%             4.2%
         Expected life                                                              10-20 YEARS       1-20 years
         Expected volatility                                                                  0%             100%
         Dividend yield                                                                     0.0              0.0
</TABLE>

                                       9
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


9.      COMMITMENT AND CONTINGENCIES

         In December 2001, the Company filed a complaint in the Circuit Court in
         and for Palm Beach County, Florida against Mark H. Mirkin and Mirkin &
         Woolf, P.A., the Company's former corporate and securities counsel and
         transfer agent, seeking a declaration from the court that a warrant to
         purchase 1,653,800 shares of the Company's common stock for $0.625 per
         share was improperly obtained by Mirkin & Woolf, P.A. in April 1998 and
         is void. Mirkin & Woolf attempted to exercise the warrant in April of
         2001. The Company has not issued the underlying shares of common stock.
         In May 2002, the complaint was amended to remove Mark H. Mirkin as an
         individual defendant. The Company and its counsel believe that they
         will prevail in this action and that it will suffer no materially
         adverse impact as a result of Mirkin & Woolf's counterclaims with
         respect to the warrant.

         In January 2003, Marvin Engineering Co., Inc. and Clean Water
         Technology, Inc. filed a complaint against the Company in the United
         States District Court, Central District of California seeking the sum
         of $111,023 in unpaid invoices for water filtration equipment delivered
         to the Company during 2002. The equipment did not perform to the
         Company's specifications, and therefore, the Company does not believe
         it is obligated to make such payment. The Company paid $37,000 to
         Marvin Engineering in 2003 and has recorded unpaid invoices of $35,130
         in accounts payable in the accompanying balance sheet. The Company is
         attempting to resolve this dispute promptly through either a revision
         of the original performance specifications or the return of most of the
         equipment in question.

         The Company has commitments with NREC and Carnegie Mellon University,
         amounting to approximately $458,028 for research and the purchase of
         equipment.


10.      SUPPLEMENTAL CASH FLOW INFORMATION

         Supplemental disclosure is as follows:
<TABLE>
<CAPTION>
         For the six months ended June 30,                                                 2003             2002
         -------------------------------------------------------------------------------------------------------
         <S>                                                                           <C>              <C>
         Cash paid for interest                                                        $ 20,377         $  7,509

         Non-cash investing and financing activities:

         Conversion of preferred stock to common stock                                 $     --         $155,000

         Accrued preferred stock dividends                                             $184,250         $187,097

         Warrants issued in connection with financing                                  $376,873         $     --
</TABLE>

                                       10
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


11.      EQUIPMENT IMPAIRMENT

         The company accounts for long-lived assets in accordance with the
         provisions of Statement of Financial Accounting Standards ("SFAS") No.
         144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
         This statement requires that long-lived assets and certain identifiable
         intangibles be reviewed for impairment whenever events or changes in
         circumstances indicate that the carrying amount of an asset may not be
         recoverable. Recoverability of assets to be held and used is measured
         by a comparison of the carrying amount of an asset to future
         undiscounted net cash flow expected to be generated by the asset. If
         such assets are considered to be impaired, the impairment to be
         recognized is measured by the amount by which the carrying amount of
         the assets exceeds the fair value of the assets. During the six months
         ended June 30, 2003 the Company recorded an equipment impairment charge
         of $627,493 resulting from technological changes in product design.

                                       11
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

Certain statements in "Management's Discussion and Analysis and Plan of
Operation" are forward-looking statements that involve risks and uncertainties.
Words such as may, will, should, would, anticipates, expects, intends, plans,
believes, seeks, estimates and similar expressions identify such forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company assumes no obligation to update these forward-looking
statements to reflect actual results or changes in factors or assumptions
affecting forward-looking statements.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

REVENUES
--------
Revenues were $43,939 for the three months ended June 30, 2003, as compared to
$22,224 for the three months ended June 30, 2002. The Company had equipment
sales of $43,939 for the three months ended June 30, 2003, as compared with
service contract revenue of $22,224 for the three months ended June 30, 2002.

COST OF REVENUES
----------------
Cost of revenues was $60,399 for the three months ended June 30, 2003, as
compared to $116,618 for the three months ended June 30, 2002.

OPERATING EXPENSES (BENEFIT)
----------------------------
Operating expenses (benefit) for the three months ended June 30,2003 were
$721,907 compared to $(595,183) for the three months ended June 30, 2002. This
increase is explained below.

Selling, general and administrative expense excluding non-cash compensation, was
$716,457 for the three months ended June 30, 2003, as compared to $1,150,767 for
the three months ended June 30, 2002. The decrease is a result of the Company's
reduction in executive salaries, as well as a reduction in discretionary
expenses.

Non-cash compensation expense (benefit) amounted to $5,450 for the three month
period ended June 30, 2003, compared to ($1,745,950) from the prior period. In
the current period, the Company incurred non-cash stock compensation expense for
warrants issued to service providers, while the prior period includes a benefit
from variable option accounting pursuant to APB No.25 in connection to stock
options granted to employees and directors with cashless conversion provisions.
The number of shares of common stock that may be acquired by the option holder
cannot be determined prior to the exercise of the option, therefore estimates of
compensation expense for these options are recorded based upon the estimated
fair value of the stock at each intervening financial statement date. All of the
stock options with cashless conversion features expired or were exercised in
2002.

                                       12
<PAGE>

(LOSS) INCOME FROM OPERATIONS
-----------------------------
(Loss) income from operations for the three months ended June 30, 2003 was
$(738,367) compared to income of $500,789 for the three months ended June 30,
2002. Income reported in 2002 resulted from the non-cash compensation (benefit)
described above.

INTEREST EXPENSE
----------------
Interest expense was $202,042 and $74,769 for the three months ended June 30,
2003 and 2002, respectively. This increase was primarily attributable to new
borrowings from shareholders and interest accretions related to warrants issued
in connection with the Company's notes payable with related and non-related
parties.


PREFERRED STOCK DIVIDENDS
-------------------------
Preferred Stock dividends were $92,125 for the three months ended June 30, 2003
and $92,125 for the three months ended June 30, 2002. These dividends reflect
Company obligations to preferred shareholders that have not been paid.

NET (LOSS) INCOME APPLICABLE TO COMMON STOCK
--------------------------------------------
Net (loss) income applicable to Common Stock was $(1,032,429) for the three
months ended June 30, 2003, compared to $335,902 for the three months ended June
30, 2002. Net (loss) income per common share was $(0.02) for the three months
ended June 30, 2003 and $0.01 for the three months ended June 30, 2002.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

REVENUES
--------
Revenues were $222,619 for the six months ended June 30, 2003, as compared to
$321,970 for the six months ended June 30, 2002. The 31% decrease was caused by
a reduction of both contract services and equipment sales volume.

COST OF REVENUES
----------------
Cost of revenues was $179,967 for the six months ended June 30, 2003, as
compared to $252,996 for the six months ended June 30, 2002. Gross margins were
reduced slightly due to less contract services in the revenue mix in 2003.

OPERATING EXPENSES
------------------
Operating expenses for the six months ended June 30, 2003 were $2,604,569 as
compared to 1,011,506 for the six months ended June 30, 2002.

Selling, general and administrative expense excluding non-cash compensation, was
$1,966,236 for the six months ended June 30, 2003, as compared to $2,278,748 for
the six months ended June 30, 2002. The decrease is a result of the Company's
reduction in executive salaries, as well as a reduction in discretionary
expenses.

                                       13
<PAGE>

Non-cash compensation expense (benefit) amounted to $10,840 for the six month
period ended June 30, 2003, compared to a $(1,267,242) (benefit) from the prior
period. In the current period, the Company incurred non-cash stock compensation
expense for warrants issued to service providers, while the prior period
includes variable option accounting (benefit) pursuant to APB No.25 in
connection to stock options granted to employees and directors with cashless
conversion provisions. The number of shares of common stock that may be acquired
by the option holder cannot be determined prior to the exercise of the option,
therefore estimates of compensation expense for these options are recorded based
upon the estimated fair value of the stock at each intervening financial
statement date. All of the stock options with cashless conversion features
expired or were exercised in 2002.

LOSS FROM OPERATIONS
--------------------
Loss from operations for the six months ended June 30, 2003 was $2,561,917
compared to $942,532 for the six months ended June 30, 2002, largely as a result
of the increase in operating expense described above.

INTEREST EXPENSE
----------------
Interest expense was $411,455 and $126,276 for the six months ended June 30,
2003 and 2002, respectively. This increase was primarily attributable to new
borrowings from shareholders and interest accretions related to warrants issued
in connection with the Company's notes payable with related and non-related
parties.

PREFERRED STOCK DIVIDENDS
-------------------------
Preferred Stock dividends were $184,250 for the six months ended June 30, 2003
and $187,097 for the six months ended June 30, 2002. These dividends reflect
Company obligations to preferred shareholders that have not been paid.

NET LOSS APPLICABLE TO COMMON STOCK
-----------------------------------
Net loss applicable to Common Stock was $3,157,417 for the six months ended June
30, 2003, compared to $1,249,885 for the six months ended June 30, 2002. Loss
per common share was $0.07 for the six months ended June 30, 2003 and $0.03 for
the three months ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to experience losses from operations and is primarily
dependent on outside sources of funding to continue its operations.

At June 30, 2003, the Company's cash and cash equivalents on hand were $9,364,
compared to $54,484 at December 31, 2002. In light of this decrease, Management
recognizes that until sufficient product sales are achieved, the Company has a
continuing need to raise capital to fund its daily operations and research and
development activities.

                                       14
<PAGE>

Net cash used in operating activities was $1,447,866 for the six months ended
June 30, 2003, compared to $1,687,783 for the six months ended June 30, 2002.
This reduction is primarily due to Company's increased net loss, offset by
reduction in deferred revenue, and increases in accounts payable - related
parties and accrued expenses.

The Company's net cash provided by investing activities was -0- for the six
months ended June 30, 2003 compared to $18,961 for the six months ended June 30,
2002.

The Company's net cash provided by financing activities was $1,402,746 for the
six months ended June 30, 2003 compared to $1,134,091 for the six months ended
June 30, 2002. The increase is primarily attributable to an increase in new
borrowings from shareholders of $1,345,500 from $832,500 in the prior period.

The Company lacks assured available financial resources to meet its June 30,
2003 working capital deficit of $6,877,305 and future operating costs.

Obligations are being met on a month-to-month basis as cash becomes available.
There can be no assurances that the Company's present flow of cash will be
sufficient to meet current and future obligations. The Company has incurred
losses since its inception, and continues to require additional capital to fund
operations and development. As such, the Company's ability to pay its already
incurred obligations is mostly dependent on the Company achieving its sales goal
or raising additional capital in the form of equity or debt.

The Company's short-term and long-term liquidity requirements are expected to
result from working capital needs to purchase inventory, retire existing trade
liabilities and redeemable preferred stock and to pay other operating expenses.
Although the Company cannot accurately predict the precise timing of its future
capital expenditures, the Company estimates that it will need to expend over $3
million, primarily for research and development and operating expenses, within
the next twelve months.

PLAN OF OPERATIONS

The Company's plan of operation for the next twelve months continues to be to
focus on sales and marketing efforts to place its automated hydro jetting
systems into use in the ship maintenance and repair and above ground storage
tank maintenance markets. The Company believes the most effective marketing
effort for its product will be to conduct live demonstrations at shipyards and
storage tank facilities in the United States and in shipyards throughout the
world which are leaders in environmental protection, thereby introducing the
marine industry to automated hydro jetting and demonstrating its superiority to
existing surface preparation methods and competitive technologies.

The Company offers four primary sales options: outright equipment sales,
exclusive licensing agreements, contract services, and parts and services. By
offering this variety of alternatives, customers can select the relationship


                                       15
<PAGE>

that best matches their capital allocation plan. The Company also intends to
increase the focus of its marketing efforts on the U.S. market. The Company
believes that environmental regulations are currently a very strong influence on
shipyard operations in the United States and may provide an impetus to shipyards
to consider the Company's products.

In the event that the Company is unable to obtain the requisite funds to
continue its operations as planned, it will be necessary for the Company to
curtail its expenditures and refocus its business plan with a view toward
containing costs. Specific actions to this end might include a reduction in
staff, research and development and marketing expenditures. There can be no
assurance, however, that such cost reductions will be achieved.

GOING CONCERN

The Company's independent auditor's reports for the years ended December 31,
2002 and 2001 stated in there was uncertainty about the Company's ability to
continue as a going concern. For the years ended December 31, 2002 and 2001, the
Company incurred net annual losses of $2,688,978 and $4,901,465, respectively,
had working capital deficits of $5,449,648 and $2,888,483, respectively, and had
significant outstanding redeemable preferred stock that became eligible for
redemption at the holder's option after June 2002. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. Although there are no assurances, management believes that resources
will be available from private sources in 2003 to carry out its business plan
described above. The aforementioned financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.

Management has established plans intended to increase the sales of the Company's
products. Management intends to seek new capital from new equity securities and
loans to provide funds needed to increase liquidity, fund growth and implement
its business plan; however, no assurance can be given that the Company will be
able to achieve these objectives. If the Company is unable to obtain needed
sources of funds or effect sufficient cost reductions, the Company's liquidity
would be materially adversely affected and it is unlikely that the Company would
continue as a going concern.

ITEM 3.  CONTROLS AND PROCEDURES

The Company carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of June 30,
2003. Based on that evaluation, the Chief Executive Officer and Senior Vice
President of Operations concluded that the Company's disclosure controls and
procedures are effective in ensuring that information required to be disclosed
in the reports the Company files under the Exchange Act are recorded, processed
and reported as required.

The Company hired an accounting manager (CPA licensed) and is currently
establishing written policies to formalize the internal controls already in
place.

                                       16
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

On December 21, 2001, the Company filed a complaint in the Circuit Court in and
for Palm Beach County, Florida against Mark H. Mirkin and Mirkin & Woolf, P.A.,
the Company's former corporate and securities counsel and transfer agent,
seeking a declaration from the court that a warrant to purchase 1,653,800 shares
of the Company's common stock for $0.625 per share obtained by Mirkin & Woolf,
P.A. in April 1998 is void. In May 2002, the Company amended the complaint to
remove Mr. Mirkin as an individual defendant in the complaint. Mirkin & Woolf
attempted to exercise the warrant in April 2001, but shares have not been issued
as the exercise is subject to the resolution of the aforementioned action. The
Company is also seeking the return of all corporate books, files and stock
records, including original stock transfer records, which the defendants
continue to hold in their possession. The Company believes, after consultation
with its counsel, that it will prevail in this action and that it will suffer no
materially adverse impact as a result of Mirkin & Woolf's claims with respect to
the warrant.

In January 2003, Marvin Engineering Co., Inc. and Clean Water Technology, Inc.
filed a complaint against the Company in the United States District Court,
Central District of California seeking the sum of $111,023 in unpaid invoices
for water filtration equipment delivered to the Company during 2002. The
equipment did not perform to the Company's specifications, and therefore, the
Company does not believe it is obligated to make such payment. The Company paid
$37,000 to Marvin Engineering in 2003 and has recorded unpaid invoices of
$35,130 in accounts payable in the accompanying balance sheet. The Company is
attempting to resolve this dispute promptly through either a revision of the
original performance specifications or the return of most of the equipment in
question.

ITEM 2.    CHANGES IN SECURITIES.

There has been no change in the rights, preferences or privileges of any
security of the Company during the second quarter of 2003. During the first six
months of 2003, no shares of Common Stock were issued.

During the three months ended June 30, 2003, options to purchase 140,000 shares
of the Company's Common Stock were issued in connection with lending, and
options to purchase 270,000 shares of the Company's Common Stock were forfeited
or expired. The new options issuances have exercise prices ranging from $0.07 to
$1.30 per share and are exercisable through 2023.

                                       17
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior securities during the three months ended June
30, 2003.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the three
months ended June 30, 2003.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS.


<TABLE>
<CAPTION>
EXHIBIT                                                                                     PRIOR FILING OR
NUMBER                                   DESCRIPTION                                      SEQUENTIAL PAGE NO.
------                                   -----------                                      -------------------
<S>                  <C>                                                    <C>
3.1                  Articles of Incorporation, as amended                  Incorporated by reference to Exhibit 2.1 to the
                                                                            Company's Registration Statement on Form 10-SB
                                                                            (the "Form 10-SB").

3.2                  Bylaws                                                 Incorporated by reference to Exhibit 2.2 to the
                                                                            Form 10-SB.

4.1                  Certificate of Designation for the Series A            Incorporated by reference to Exhibit 3.1 to the
                     Preferred Stock                                        Form 10-SB.

4.2                  Certificate of Designation for the Series B            Incorporated by reference to Exhibit 3.2 to the
                     Preferred Stock                                        Form 10-SB.

10.8                 Development Agreement with Carnegie Mellon             Incorporated by reference to Exhibit 10.8 to
                     University Robotics Institute                          the Form 10-SB.

10.9                 Agreement for Robotic Coatings Removal with Wallem     Incorporated by reference to Exhibit 10.9 to
                     Shipmanagement Ltd.                                    the Form 10-SB.

10.10                Consulting Agreement with T.A.S.T. Corporation         Incorporated by reference to Exhibit 10.10 to
                                                                            the Form 10-SB.

10.11                Consulting Agreement with D.M. Ransom Associates,      Incorporated by reference to Exhibit 10.11 to
                     Inc.                                                   the Form 10-SB.

10.12                1999 Outside Directors Stock Option Plan               Incorporated by reference to Exhibit 10.12 to
                                                                            the Form 10-SB.

10.13                2000 Long Term Incentive Program                       Incorporated by reference to Exhibit 10.13 to
                                                                            the Form 10-SB.

10.14                License Agreement dated July 17, 2000 by and           Incorporated by reference to Exhibit 10.14 to
                     between UltraStrip Systems, Inc. and Ocean Futures     the Form 10-SB.
                     Society
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT                                                                                     PRIOR FILING OR
NUMBER                                   DESCRIPTION                                      SEQUENTIAL PAGE NO.
------                                   -----------                                      -------------------
<S>                  <C>                                                    <C>
10.15                Promissory Note executed by UltraStrip Systems,        Incorporated by reference to Exhibit 10.15 to
                     Inc. in favor of Kevin P. Grady dated March 16, 2001   the Form 10-SB.


10.17                Employment Agreement - Dennis McGuire                  Incorporated by reference to Exhibit 10.15 to
                                                                            the Form 10-QSB for the quarter ended March 31,
                                                                            2001.

10.18                Consulting Agreement with George Sterner               Incorporated by reference to Exhibit 10.18 to
                                                                            the Form 10-KSB for the year ended December 31,
                                                                            2001.

10.20                Option to Purchase Assets and License Agreement        Incorporated by reference to Exhibit 2.6 to the
                                                                            Form 10-SB

10.21                Subcontract Agreement dated February 9, 2001 by and    Incorporated by reference to Exhibit 10.21 to
                     between Corrosion Engineering Services, Inc. and       the Form 10-QSB/A for the quarter ended March
                     UltraStrip Systems, Inc.                               31, 2001.

10.24                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.24 to
                     and Michael Cristoforo dated December 27, 2001         the Form 10-QSB for the quarter ended March 31,
                                                                            2002.

10.25                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.23 to
                     and Dennis McGuire dated March 1, 2002                 the Form 10-QSB for the quarter ended March 31,
                                                                            2002.

10.26                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.23 to
                     and George Sterner dated March 1, 2002                 the Form 10-QSB for the quarter ended March 31,
                                                                            2002.

10.27                Development and Supply Agreement dated May 13, 2002    Incorporated by reference to Exhibit 10.27 to
                     by and between Metro Machine Corp. and UltraStrip      the Form 10-QSB for the quarter ended June 30,
                     Systems, Inc.                                          2002.

10.28                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.28 to
                     and Dennis McGuire dated April 11, 2002                the Form 10-QSB for the quarter ended June 30,
                                                                            2002.

10.29                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.29 to
                     and Kevin Grady dated April 11, 2002                   the Form 10-QSB for the quarter ended June 30,
                                                                            2002.

10.30                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.30 to
                     and Robert Baratta dated April 15, 2002                the Form 10-QSB for the quarter ended June 30,
                                                                            2002.
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT                                                                                     PRIOR FILING OR
NUMBER                                   DESCRIPTION                                      SEQUENTIAL PAGE NO.
------                                   -----------                                      -------------------
<S>                  <C>                                                    <C>
10.31                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.31 to
                     and Michael Cristoforo dated April 17, 2002            the Form 10-QSB for the quarter ended June 30,
                                                                            2002.

10.32                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.32 to
                     and Dennis and Jacqueline McGuire dated April 25,      the Form 10-QSB for the quarter ended June 30,
                     2002                                                   2002.

10.33                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.33 to
                     and AmClean, Inc. dated May 8, 2002                    the Form 10-QSB for the quarter ended June 30,
                                                                            2002.

10.34                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.34 to
                     and Dennis and Jacqueline McGuire dated May 30, 2002   the Form 10-QSB for the quarter ended June 30,
                                                                            2002.

10.35                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.35 to
                     and Robert Baratta dated June 7, 2002                  the Form 10-QSB for the quarter ended June 30,
                                                                            2002.

10.36                Assignment of U.S. Patent Serial No. 08/854,384        Incorporated by reference to Exhibit 10.36 to
                     from Dennis McGuire to UltraStrip Systems, Inc.        the Form 10-QSB for the quarter ended September
                                                                            30, 2002.

10.37                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.37 to
                     and Eugene Rainis dated July 3, 2002                   the Form 10-QSB for the quarter ended September
                                                                            30, 2002.

10.38                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.38 to
                     and Robert Baratta dated July 11, 2002                 the Form 10-QSB for the quarter ended September
                                                                            30, 2002.

10.39                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.40 to
                     and Robert Baratta dated September 17, 2002            the Form 10-QSB for the quarter ended September
                                                                            30, 2002.

10.41                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.41 to
                     and Robert Baratta dated October 3, 2002               the Form 10-KSB for the year ended December 31,
                                                                            2002.

10.42                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.42 to
                     and Dennis and Jacqueline McGuire dated October 3,     the Form 10-KSB for the year ended December 31,
                     2002                                                   2002.

10.43                Extension of Maturity of Note between Eugene C.        Incorporated by reference to Exhibit 10.43 to
                     Rainis and UltraStrip Systems, Inc. dated October      the Form 10-KSB for the year ended December 31,
                     18, 2002 (including original agreement)                2002.

10.44                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.44 to
                     and Dennis and Jacqueline McGuire dated October 25,    the Form 10-KSB for the year ended December 31,
                     2002                                                   2002.

10.45                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.45 to
                     and Dennis and Jacqueline McGuire dated October 31,    the Form 10-KSB for the year ended December 31,
                     2002                                                   2002.

10.46                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.46 to
                     and Robert Baratta dated November 19, 2002             the Form 10-KSB for the year ended December 31,
                                                                            2002.
</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT                                                                                     PRIOR FILING OR
NUMBER                                   DESCRIPTION                                      SEQUENTIAL PAGE NO.
------                                   -----------                                      -------------------
<S>                  <C>                                                    <C>
10.47                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.47 to
                     and Robert Baratta dated November 26, 2002             the Form 10-KSB for the year ended December 31,
                                                                            2002.

10.48                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.48 to
                     and Dennis and Jacqueline McGuire dated November       the Form 10-KSB for the year ended December 31,
                     27, 2002                                               2002.

10.49                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.49 to
                     and Robert Baratta dated December 4, 2002              the Form 10-KSB for the year ended December 31,
                                                                            2002.

10.50                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.50 to
                     and Dennis and Jacqueline McGuire dated December 4,    the Form 10-KSB for the year ended December 31,
                     2002                                                   2002.

10.51                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.51 to
                     and Eugene Rainis dated December 9, 2002               the Form 10-KSB for the year ended December 31,
                                                                            2002.

10.52                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.52 to
                     and Robert Baratta dated December 18, 2002             the Form 10-KSB for the year ended December 31,
                                                                            2002.

10.53                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.53 to
                     and Dennis and Jacqueline McGuire dated December       the Form 10-KSB for the year ended December 31,
                     19, 2002                                               2002.

10.54                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.54 to
                     and Robert Baratta dated January 9, 2003               the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.55                Extension of Maturity of Note between Eugene C.        Incorporated by reference to Exhibit 10.55 to
                     Rainis and UltraStrip Systems, Inc. dated January      the Form 10-QSB for the quarter ended March 31,
                     17, 2003                                               2003.

10.56                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.56 to
                     and Robert Baratta dated January 22, 2003              the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.57                Extension of Maturity of Note between Eugene C.        Incorporated by reference to Exhibit 10.57 to
                     Rainis and UltraStrip Systems, Inc. dated February     the Form 10-QSB for the quarter ended March 31,
                     7, 2003                                                2003.

10.58                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.58 to
                     and Dennis and Jacqueline McGuire dated February       the Form 10-QSB for the quarter ended March 31,
                     12, 2003                                               2003.

10.59                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.59 to
                     and Robert Baratta dated February 13, 2003             the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.60                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.60 to
                     and Eugene Rainis dated February 27, 2003              the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.61                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.61 to
                     and Dennis and Jacqueline McGuire dated February       the Form 10-QSB for the quarter ended March 31,
                     27, 2003                                               2003.

10.62                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.62 to
                     and Dennis and Jacqueline McGuire dated March 6,       the Form 10-QSB for the quarter ended March 31,
                     2003                                                   2003.
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT                                                                                     PRIOR FILING OR
NUMBER                                   DESCRIPTION                                      SEQUENTIAL PAGE NO.
------                                   -----------                                      -------------------
<S>                  <C>                                                    <C>
10.63                Extension of Maturity of Note between Eugene C.        Incorporated by reference to Exhibit 10.63 to
                     Rainis and UltraStrip Systems, Inc. dated March 7,     the Form 10-QSB for the quarter ended March 31,
                     2003                                                   2003.

10.64                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.64 to
                     and George Sterner dated April 1, 2003                 the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.65                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.65 to
                     and Dennis and Jacqueline McGuire dated April 3,       the Form 10-QSB for the quarter ended March 31,
                     2003                                                   2003.

10.66                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.66 to
                     and Robert Baratta dated April 9, 2003                 the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.67                Addendum to Promissory Note dated April 11, 2002       Incorporated by reference to Exhibit 10.67 to
                     between UltraStrip Systems, Inc. and Kevin Grady       the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.68                Addendum to Promissory Note dated April 15, 2002       Incorporated by reference to Exhibit 10.68 to
                     between UltraStrip Systems, Inc. and Robert Baratta    the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.69                Addendum to Promissory Note dated April 19, 2002       Incorporated by reference to Exhibit 10.69 to
                     between UltraStrip Systems, Inc. and Michael           the Form 10-QSB for the quarter ended March 31,
                     Cristoforo                                             2003.

10.70                Addendum to Promissory Note dated April 25, 2002       Incorporated by reference to Exhibit 10.70 to
                     between UltraStrip Systems, Inc. and Dennis and        the Form 10-QSB for the quarter ended March 31,
                     Jacqueline McGuire                                     2003.

10.71                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.71 to
                     and Robert Baratta dated May 1, 2003                   the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.72                Extension of Maturity of Note between Eugene C.        Incorporated by reference to Exhibit 10.72 to
                     Rainis and UltraStrip Systems, Inc. dated May 7,       the Form 10-QSB for the quarter ended March 31,
                     2003                                                   2003.

10.73                Addendum to Promissory Note dated May 8, 2002          Incorporated by reference to Exhibit 10.73 to
                     between UltraStrip Systems, Inc. and Amclean, Inc.     the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.74                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.74 to
                     and Robert Baratta dated May 13, 2003                  the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.75                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.75 to
                     and Dennis and Jacqueline McGuire dated May 13, 2003   the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.76                Extension of Maturity of Note between Eugene C.        Incorporated by reference to Exhibit 10.76 to
                     Rainis and UltraStrip Systems, Inc. dated May 16,      the Form 10-QSB for the quarter ended March 31,
                     2003                                                   2003.

10.77                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.77 to
                     and Dennis and Jacqueline McGuire dated May 30, 2003   the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.78                Addendum to Promissory Note dated May 30, 2002         Incorporated by reference to Exhibit 10.78 to
                     between UltraStrip Systems, Inc. and Dennis and        the Form 10-QSB for the quarter ended March 31,
                     Jacqueline MCGuire                                     2003.
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT                                                                                     PRIOR FILING OR
NUMBER                                   DESCRIPTION                                      SEQUENTIAL PAGE NO.
------                                   -----------                                      -------------------
<S>                  <C>                                                    <C>
10.79                Extension of Maturity of Note between Eugene Rainis    Incorporated by reference to Exhibit 10.79 to
                     and Ultrastrip Systems, Inc. dated February 12,2004.   the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.80                Extension of Maturity of Note between Eugene Rainis    Incorporated by reference to Exhibit 10.80 to
                     and Ultrastrip Systems, Inc. dated July 7, 2003.       the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.81                Extension of Maturity of Note between Plummer          Incorporated by reference to Exhibit 10.81 to
                     Brothers and UltraStrip Systems, Inc. dated July       the Form 10-QSB for the quarter ended March 31,
                     10, 2003.                                              2003.

10.82                Release from the Plummer Brothers Promissory Note      Incorporated by reference to Exhibit 10.82 to
                     dated November 21, 2003.                               the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.83                Extension of Maturity of Note between Frank Moya       Incorporated by reference to Exhibit 10.82 to
                     and UltraStrip Systems, Inc. dated August 21, 2003     the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.84                Extension of Maturity of Note between Frank Moya       Incorporated by reference to Exhibit 10.84 to
                     and UltraStrip Systems, Inc. dated January 31, 2004    the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.85                Exchange Agreement between Kevin Grady and             Incorporated by reference to Exhibit 10.85 to
                     UltraStrip Systems, Inc. date March 10, 2004.          the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.86                Exchange Agreement between Kevin Grady and             Incorporated by reference to Exhibit 10.86 to
                     UltraStrip Systems, Inc. date March 10, 2004.          the Form 10-QSB for the quarter ended March 31,
                                                                            2003.

10.87                Exclusive Services Contractor Agreement for North      Incorporated by reference to Exhibit 10.85 to
                     America dated November 20, 2003 by and between         the Form 8K for the period November 20, 2003.
                     Shaw-Robotic Environmental Services, LLC and
                     UltraStrip Systems, Inc.

10.92                Extension of Maturity of Note between Eugene Rainis    Incorporated by reference to Exhibit 10.92 to
                     and UltraStrip Systems, Inc. dated February 12,        the Form 10-QSB for the quarter ended March 31,
                     2004.                                                  2003.

10.93                Subscriptions and Purchase Warrant Agreement           Incorporated by reference to Exhibit 10.93 to
                     between Eugene Rainis and Ultrastrip Systems, Inc.     the Form 10-QSB for the quarter ended March 31,
                     dated February 12, 2004.                               2003.

10.94                Subscription and Purchase Warrant Agreement            Incorporated by reference to Exhibit 10.94 to
                     between Eugene Rainis and Ultrastrip Systems, Inc.     the Form 10-QSB for the quarter ended March 31,
                     dated April 15, 2004.                                  2003.

31.1                 1350 Certification of Stephen R. Johnson.              Filed herewith.

31.2                 1350 Certification of Michael R. Donn, Sr.             Filed herewith.

32                   Rule 13a-14(a)  / 15d-14(a) Certifications.            Filed herewith.

</TABLE>

                                       23



<PAGE>

(b) REPORTS ON FORM 8-K. Two reports were filed on Form 8-K during the three
months ended June 30, 2003. On June 11, 2003, the Company filed a Form 8-K
announcing its unaudited financial results for the year ended December 31, 2002
and preliminary results for the three months ended March 31, 2003. On June 27,
2003, the Company filed a Form 8-K announcing the sale of two robotic systems to
Jackwell Engineering Ltd of Singapore under the terms of a five-year exclusive
licensing agreement.

                                       24
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities and Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                     ULTRASTRIP SYSTEMS, INC.

         April 14, 2004              /s/ Stephen R. Johnson
                                     -------------------------------------
                                     Stephen R. Johnson
                                     President and Chief Executive Officer



         April 14, 2004              /s/ Michael R. Donn, Sr.
                                     -------------------------------------
                                     Michael R. Donn, Sr.
                                     Senior Vice President - Operations
                                     (Treasurer)

                                       25