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, 2004

[ ]      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: 44,097,668 shares of common stock
were outstanding as of June 30, 2004.

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, 2004.

<PAGE>

                            ULTRASTRIP SYSTEMS, INC.

                                   FORM 10-QSB


                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>


                                                                                      Page
<S>                                                                                    <C>
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.......   11
      Item 3.       Controls and Procedures.........................................   15

PART II.            OTHER INFORMATION

      Item 1.       Legal Proceedings...............................................   15
      Item 2.       Changes in Securities...........................................   16
      Item 3.       Defaults Upon Senior Securities.................................   16
      Item 4.       Submission of Matters to a Vote of Security Holders.............   16
      Item 5.       Other Information...............................................   16
      Item 6.       Exhibits and Reports on Form 8-K................................   16
</TABLE>



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.

                            ULTRASTRIP SYSTEMS, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    June 30, 2004
                                                                                    -------------
<S>                                                                                  <C>
CURRENT ASSETS
   Cash                                                                              $     46,334
   Accounts receivable                                                                     81,929
   Inventories                                                                             73,296
   Prepaid expenses and other                                                              39,921
                                                                                     ------------

TOTAL CURRENT ASSETS                                                                      241,480

PROPERTY AND EQUIPMENT, NET                                                               374,574

PATENTS, NET                                                                               86,719

INVESTMENT IN AFFILIATE                                                                    50,000
                                                                                     ------------

TOTAL ASSETS                                                                         $    752,773
                                                                                     ============


LIABILITIES, REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK AND CAPITAL DEFICIT

CURRENT LIABILITIES
   Accounts payable                                                                  $    688,223
   Accounts payable - related parties                                                     596,114
   Accrued expenses                                                                       960,366
   Notes payable to related parties - current portion                                   2,643,659
   Notes payable - current portion                                                        406,072
                                                                                     ------------
TOTAL CURRENT LIABILITIES                                                               5,294,434

   Notes payable, less current portion                                                      3,086
                                                                                     ------------
TOTAL LIABILITIES                                                                       5,297,520

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                                          1,361,348

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                                          3,641,025

COMMITMENTS AND CONTINGENCIES (Note 10)

CAPITAL DEFICIT

   COMMON STOCK, $0.01 par value; 100,000,000 shares authorized; 44,097,668 shares
   issued and outstanding                                                                 440,977
   ADDITIONAL PAID-IN CAPITAL                                                          23,459,050
   DEFERRED COMPENSATION                                                                  (10,569)
   ACCUMULATED DEFICIT                                                                (33,436,578)
                                                                                     ------------
TOTAL CAPITAL DEFICIT                                                                  (9,547,120)

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK,
AND CAPITAL DEFICIT                                                                  $    752,773
                                                                                     ============
</TABLE>

See accompanying notes to the 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,
                                                         ------------------------------      ------------------------------
                                                             2004             2003               2004              2003
                                                         ------------      ------------      ------------      ------------
<S>                                                      <C>               <C>               <C>               <C>
REVENUES                                                 $     93,144      $     43,939      $  1,856,588      $    222,619

COST OF REVENUES                                               44,382            60,399           993,132           179,967
                                                         ------------      ------------      ------------      ------------

GROSS PROFIT (LOSS)                                            48,762           (16,460)          863,456            42,652

OPERATING EXPENSES:
     Selling, general and administrative                      555,905           716,457         1,421,217         1,966,236
     Loss on equipment impairment                                  --                --                --           627,493
     Non-cash compensation expense                              5,284             5,450            10,569            10,840
                                                         ------------      ------------      ------------      ------------
TOTAL OPERATING EXPENSES                                      561,189           721,907         1,431,786         2,604,569
                                                         ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                                         (512,427)         (738,367)         (568,330)       (2,561,917)

OTHER (INCOME) EXPENSE:
     Other income                                                (171)             (105)             (560)             (205)
     Interest expense                                         191,531           202,042           387,949           411,455
                                                         ------------      ------------      ------------      ------------
TOTAL OTHER EXPENSE                                           191,360           201,937           387,389           411,250
                                                         ------------      ------------      ------------      ------------

NET LOSS                                                     (703,787)         (940,304)         (955,719)       (2,973,167)

PREFERRED STOCK DIVIDENDS                                     (92,125)          (92,125)         (184,250)         (184,250)
                                                         ============      ============      ============      ============

NET LOSS APPLICABLE TO COMMON STOCK                      $   (795,912)     $ (1,032,429)     $ (1,139,969)     $ (3,157,417)
                                                         ============      ============      ============      ============

NET LOSS PER COMMON SHARE (BASIC AND DILUTED)            $      (0.02)     $      (0.02)     $      (0.03)     $      (0.07)
                                                         ============      ============      ============      ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING       44,007,041        42,437,394        43,349,504        42,437,394
                                                         ============      ============      ============      ============
</TABLE>

See accompanying notes to the financial statements.

                                       2
<PAGE>

                            ULTRASTRIP SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

For the six months ended June 30,                                   2004            2003
                                                                -----------      -----------
<S>                                                             <C>              <C>
OPERATING ACTIVITIES:
   Net loss                                                     $  (955,719)     $(2,973,167)

   Adjustments to reconcile net loss to net cash used in
    operating activities:
       Depreciation and amortization                                130,604          222,469
       Loss on equipment impairment                                      --          627,493
       Accretion of discount on notes payable                       300,808          286,012
       Amortization of deferred compensation                         10,569           10,840
       Common stock issued in settlement of accrued
         interest and commission                                    252,013               --

   Change in operating assets and liabilities:
         Accounts receivable                                        210,077           53,659
         Inventories                                                (73,296)          17,691
         Prepaid expenses and other                                 208,803           15,223
         Accounts payable                                          (121,013)        (380,423)
         Accounts payable - related parties                        (252,064)         486,358
         Accrued expenses                                          (650,413)         185,979
                                                                -----------      -----------

Net cash used in operating activities                              (939,631)      (1,447,866)
                                                                -----------      -----------
INVESTING ACTIVITIES:
    Purchase of equipment                                           (41,800)              --
    Investment in affiliate                                         (50,000)              --
                                                                -----------      -----------
Net cash used in investing activities                               (91,800)              --
                                                                -----------      -----------
FINANCING ACTIVITIES:
    Proceeds from issuance of notes payable and warrants            400,000          250,000
    Proceeds from issuance of notes payable and warrants to
      related parties                                               200,000        1,345,500

    Repayments of notes payable                                    (202,152)         (40,254)
    Repayment of notes payable to related parties                        --         (250,000)
    Proceeds from issuance of common stock                           25,000               --
    Proceeds from sale of warrants                                  471,500           97,500
                                                                -----------      -----------
Net cash provided by financing activities                           894,348        1,402,746
                                                                -----------      -----------
Net decrease in cash                                               (137,083)         (45,120)

Cash , beginning of period                                          183,417           54,484
                                                                -----------      -----------
Cash , end of period                                            $    46,334      $     9,364
                                                                ===========      ===========
</TABLE>

               See accompanying notes to the financial statements.


                                       3
<PAGE>

                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

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, 2003.

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, 2004, the Company incurred losses of approximately $1.1
         million, had a working capital deficiency of $5.1 million, and had
         outstanding redeemable convertible preferred stock that is eligible for
         redemption at the holder's option for approximately $5.0 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


                                       4
<PAGE>

                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

         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.

3.       INVESTMENT IN AFFILIATE

         On April 13, UltraStrip Japan, Ltd was formed under Japanese law as a
         joint venture between the Company (49.9% ownership) and five Japanese
         companies (50.1% ownership): Kamimura International Associates, LLC,
         Ihara Company, Ltd., Kyokuto Boeki Kaisha, Ltd., Shuwa Kaiun Kaisha,
         Ltd., and Chiba Marine Yokohama Co., Ltd. The Company contributed
         $50,000 of capital to the joint venture. The joint venture will
         introduce the M3500 Robotic System into the Japanese and Asian market.

4.       ACCRUED EXPENSES

         The major components of accrued expenses are summarized as follows:

         June 30, 2004                                           2004
                                                               --------
         Accrued payroll and related benefits                  $531,269
         Accrued legal expenses                                 245,500
         Other accrued expenses                                 183,597
                                                               --------
          Total accrued expenses                               $960,366
                                                               ========

5.       NOTES PAYABLE

         (A.) RELATED PARTY

         Notes payable to related parties consist of the following:
<TABLE>
<CAPTION>

         JUNE 30,                                                                                           2004
                                                                                                        -----------
<S>                                                                                                     <C>
         Notes payable to  Director/stockholder  (i) $1,000,000  note payable,  net of unamortized
         discount of $85,311,  due on September 14, 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 $12,074, due on September 14, 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,  2004),  due upon
         demand.                                                                                        $  1,047,615

         Unsecured notes payable to employee/stockholder.  $593,044 note payable,  interest at 6%,
         due on August 18, 2004. $50,000 note payable, interest at 6.00%, due on November 5,
         2004.                                                                                               643,044

         Unsecured notes payable to stockholder, interest at prime plus 2% (6.00% at June 30,
         2004), due on demand.                                                                               398,000

         Unsecured notes payable to Director,  interest at prime plus 2% (6.00% at June 30, 2004),
         due March 31, 2005.                                                                                 240,000
</TABLE>

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

<S>                                                                                                     <C>
         Unsecured notes payable to stockholder. $75,000 note payable, interest at prime plus 2%
         (6.00% at June 30, 2004), due upon demand. $50,000 note payable, interest at 6.00%, due
         on November 5, 2004.                                                                                125,000

         Unsecured note payable to shareholder, interest at 18%, due on August 28, 2004.                     100,000

         Note payable to shareholder, collaterized by certain machinery and equipment of the
         Company, interest at 18%, due on December 31, 2004.                                                  50,000

         Unsecured note payable to a company owners by shareholders of UltraStrip, interest at
         prime plus 2% (6.00% at June 30, 2004), due on demand.                                               40,000
                                                                                                        ------------
         Total                                                                                          $  2,643,659
                                                                                                        ============
</TABLE>

         (i)      On March 15, 2004, the due date for the $1,000,000 note
                  payable was extended until June 15, 2004 in exchange for the
                  granting of 97,500 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 $117,683 is
                  amortized to interest expense over the term of the extension.

                  On June 15, 2004, the due date for the $1,000,000 note payable
                  was extended until September 14, 2004 in exchange for the
                  granting of 97,500 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 $124,403 is
                  amortized to interest expense over the term of the extension.

         (ii)     On March 15, 2004 the due date for the $125,000 note payable
                  was extended until June 15, 2004 in exchange for the granting
                  of 20,001 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 $17,913 is being amortized to
                  interest expense over the term of the extension.

                  On June 15, 2004 the due date for the $125,000 note payable
                  was extended until September 14, 2004 in exchange for the
                  granting of 20,001 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 $18,987 is
                  being amortized to interest expense over the term of the
                  extension.

         (B.) OTHER

         Notes payable consist of the following:
<TABLE>
<CAPTION>

                                                                                                       JUNE 30, 2004
                                                                                                       -------------
<S>                                                                                                     <C>
         Unsecured note payable of $400,000, interest at 18%, due on July 21, 2004 (i).                  $   400,000

         Installment note, payable $506 monthly including interest at 7.9%, through April 2006
         collateralized by vehicle                                                                             9,158
                                                                                                         -----------
         Total                                                                                               409,158

         Less current portion                                                                                406,072
                                                                                                         -----------
         Total long-term debt                                                                            $     3,086
                                                                                                         ===========
</TABLE>
         (i) On July 21, 2004, the due date for the $400,000 note payable was
         extended until October 21, 2004.

                                       6
<PAGE>

                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

6.       COMMON STOCK

         Shares issued
         -------------
         During the six month period ended June 30, 2004, the Company issued
         1,635,274 shares of common stock in connection with the conversion of
         $1,517,893 of related party debt (and accrued interest/commission) to
         equity. In addition, 25,000 shares of common stock were issued for
         cash.

         Shares reserved for issuance
         ----------------------------
         As of June 30, 2004, 19,165,789 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.


7.       REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK

         Series A
         --------
         As of June 30, 2004 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 $661,348 on June 30, 2004.

         Series B
         --------
         As of June 30, 2004 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 $1,006,025 on June 30, 2004.

8.       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.

         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
         14,057,789 shares of common stock at June 30, 2004) are not included in
         the computation of loss per common share because the effects of
         inclusion would be anti-dilutive.

                                       7
<PAGE>

                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


9.       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,                                         2004            2003
         ----------------------------------                                      -----------      -----------
<S>                                                                              <C>              <C>
         Net loss applicable to common stock, as reported                        $  (795,912)     $(1,032,427)

         Deduct: Total stock-based employee compensation expense determined
            under fair value based method for all awards, net of related tax
            effects                                                                  (58,943)        (119,923)
                                                                                 -----------      -----------

         Pro forma net loss                                                      $  (854,855)     $(1,152,350)


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

         Basic loss per common share pro forma                                   $     (0.02)     $     (0.03)



         For the six months ended June 30,                                           2004            2003
         ---------------------------------                                       -----------      -----------

         Net loss applicable to common stock, as reported                        $(1,139,969)     $(3,157,417)

         Deduct: Total stock-based employee compensation expense determined
            under fair value based method for all awards, net of related tax
            effects                                                                 (123,436)        (247,999)
                                                                                 -----------      -----------

         Pro forma net loss                                                      $(1,263,405)     $(3,405,416)

         Basic loss per common share as reported                                 $     (0.03)     $     (0.07)

         Basic loss per common share pro forma                                   $     (0.03)     $     (0.08)

</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,                                                2004             2003
         ----------------------------------                                          ------------      -----------
<S>                                                                                   <C>                    <C>
         Risk free interest rate                                                      3.92 - 4.25%           3.92%
         Expected life                                                                10-20 YEARS      10-20 years
         Expected volatility                                                                    0%              0%
         Dividend yield                                                                       0.0              0.0
</TABLE>

                                       8
<PAGE>

                            ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


10.      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. ("MEC/CWT") 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. On June 29th, 2004, the parties
         executed a "Compromise and Settlement Agreement and Full Release". The
         parties agreed that the Company pay MEC/CWT $40,000 by July 30, 2004.
         The parties also agreed that the disputed equipment would be picked up
         by MEC/CWT at the Company's place of business. The Company has recorded
         a liability for the settlement amount in the accompanying balance
         sheet.

         In September 3, 1999 the Company entered into a Development Agreement
         with Carnegie Mellon University, through the National Robotics
         Engineering Consortium ("NREC"), to develop technologies based on the
         Company's base technology for ultra high-pressure coating removal. At
         the year ended December 31, 2003, $531,213 was included in accounts
         payable related to the Development Agreement. On June 11, 2004 an
         amendment to the Development Agreement was executed reducing the amount
         due to Carnegie Mellon from $531,213 to $305,091. The Company paid
         $50,000 on June 15, 2004 and has a liability of $255,091 reflected in
         the accompanying balance sheet.

         The Company is subject to pending and threatened legal proceedings,
         claims, and litigation arising in the ordinary course of business.
         While the outcome of these matters is currently not determinable, in
         management's opinion, after discussion with counsel, such actions can
         be successfully defended or resolved without a material adverse effect
         on the Company's financial position or results of operations.


                                       9
<PAGE>

 ULTRASTRIP SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

11.      SUPPLEMENTAL CASH FLOW INFORMATION

         Supplemental disclosure is as follows:
<TABLE>
<CAPTION>

         For the six months ended June 30,                     2004           2003
         ---------------------------------                  ----------     ----------

<S>                                                         <C>            <C>
         Cash paid for interest                             $   21,299     $   20,377

         Non-cash investing and financing activities:

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

         Warrants issued in connection with financing       $  278,986     $  376,873

         Common stock issued to settle debt obligations     $1,517,893     $       --
</TABLE>

                                       10
<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, 2004 COMPARED TO THREE MONTHS ENDED JUNE 30, 2003

REVENUES
--------
Revenues were $93,144 for the three months ended June 30, 2004, as compared to
$43,939 for the three months ended June 30, 2003. The Company had spare part
sales of $86,407, royalties of $4,605 and rental revenue of $2,133 for the three
months ended June 30, 2004, as compared with spare part sales of $13,674 and
service contract revenue of $30,265 for the three months ended June 30, 2003.

COST OF REVENUES
----------------
Cost of revenues was $44,382 for the three months ended June 30, 2004, as
compared to $60,399 for the three months ended June 30, 2003. Gross profits
improved due to improved margins on spare parts sales and no costs associated
with royalty or rental revenue.

OPERATING EXPENSES
------------------
Operating expenses for the three months ended June 30, 2004 were $561,189
compared to $721,907 for the three months ended June 30, 2003. This decrease was
due to the 2004 reduction in depreciation expense, the 2004 reduction in salary
expense and the 2004 $226,122 reduction in research and development expense due
to the renegotiation of a contract with Carnegie Mellon University.

LOSS FROM OPERATIONS
--------------------
Loss from operations for the three months ended June 30, 2004 was $512,427
compared to $738,367 for the three months ended June 30, 2003. The reduction in
loss from operations in 2004 was due to improved gross margins, a reduction in
operating expenses and a renegotiation of the contract with Carnegie Mellon
University.

INTEREST EXPENSE
----------------
Interest expense was $191,531 and $202,042 for the three months ended June 30,
2004 and 2003, respectively. This decrease was primarily attributable to related
party debt of $1,517,893 being converted to equity.

                                       11
<PAGE>

PREFERRED STOCK DIVIDENDS
-------------------------
Preferred Stock dividends were $92,125 for the three months ended June 30, 2004
and June 30, 2003. 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 $795,912 for the three months ended June
30, 2004, compared to $1,032,427 for the three months ended June 30, 2003. Net
loss per common share was $0.02 for the three months ended June 30, 2004 and
$0.02 for the three months ended June 30, 2003.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

REVENUES
--------
Revenues were $1,856,588 for the six months ended June 30, 2004, as compared to
$222,619 for the six months ended June 30, 2003. Equipment sales of the M3500
Robotic System to Shaw-Robotics totaling $1,750,000 in the first quarter 2004,
compared to no equipment sales in the first two quarters of 2003 accounted for
the majority of the difference. The majority of the revenue in 2003 was
generated from the completion of hydro jetting service contracts. As a function
of the Company's exclusive licensing agreement with Shaw-Robotics, no further
contract services are anticipated in the United States. Future revenues will be
generated by the sale of equipment and parts to Shaw-Robotics, royalties and
service.

COST OF REVENUES
----------------
Cost of revenues was $993,132 for the six months ended June 30, 2004, as
compared to $179,967 for the six months ended June 30, 2003. The improved gross
margins on equipment sales compared to margins on contract services accounted
for the increase in gross profit.

OPERATING EXPENSES
------------------
Operating expenses for the six months ended June 30, 2004 were $1,431,786 as
compared to $2,604,569 for the six months ended June 30, 2003. This decrease was
due to the 2004 reduction in depreciation expense, the 2004 reduction in salary
expense and the 2004 reduction in research and development expense due to the
renegotiation of a contract with Carnegie Mellon University.

LOSS FROM OPERATIONS
--------------------
Loss from operations for the six months ended June 30, 2004 was $568,330
compared to $2,561,917 for the six months ended June 30, 2003. The reduction in
loss from operations in 2004 was due to improved gross margins and a reduction
in operating expenses.

                                       12
<PAGE>

INTEREST EXPENSE
----------------
Interest expense was $387,949 and $411,455 for the six months ended June 30,
2004 and 2003, respectively. This decrease was primarily attributable to related
party debt of $1,517,893 being converted to equity.

PREFERRED STOCK DIVIDENDS
-------------------------
Preferred Stock dividends were $184,250 for the six months ended June 30, 2004
and $184,250 for the six months ended June 30, 2003. 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 $1,139,969 for the six months ended June
30, 2004, compared to $3,157,417 for the six months ended June 30, 2003. Loss
per common share was $0.03 for the six months ended June 30, 2004 and $0.07 for
the three months ended June 30, 2003.

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, 2004, the Company's cash and cash equivalents on hand were $46,334,
compared to $183,417 at December 31, 2003. 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.

Net cash used in operating activities was $939,631 for the six months ended June
30, 2004, compared to $1,447,866 for the six months ended June 30, 2003. This
reduction is primarily due to Company's increased gross margins resulting from
equipment sales.

The Company's net cash used by investing activities was $91,800 for the six
months ended June 30, 2004 compared to -0- for the six months ended June 30,
2003. The increase in cash used is due to equipment purchases of $41,800 and a
$50,000 investment in Ultrastrip Japan, Ltd., a Japanese joint venture.

The Company's net cash provided by financing activities was $894,348 for the six
months ended June 30, 2004 compared to $1,402,746 for the six months ended June
30, 2003. The decrease is primarily attributable to a decrease in new borrowings
as a result of the sale of equipment in the first quarter 2004, requiring less
borrowings.

The Company lacks assured available financial resources to meet its June 30,
2004 working capital deficit of $5,052,954 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


                                       13
<PAGE>

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 is
currently expanding sales efforts into the Asian and European markets. The
Company has also engaged an investment banking firm to raise additional equity.

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

UltraStrip is a water engineering and industrial automation Company specializing
in industrial coating removal and water filtration. These technologies are owned
and patented by the Company and have a wide variety of applications. The
Company's strategy is to internally develop and patent innovative and
transformation products using high pressure water technology, test these
products in the marketplace, outsource the manufacturing of these products and
market and distribute these products through exclusive licensing agreements with
larger scale, well financed industrial services companies.

UltraStrip completed it commercialization strategy in the North American market
for its M3500 Robotic System with its agreement with Shaw-Robotic, on November
12, 2003. Shaw-Robotic has bought four systems to date and the Company
anticipates the delivery of a fifth system in fall of 2004. In addition to the
outright equipment sales, the Company receives a 5% royalty on gross sales and
exclusive sale of spare parts and service. This agreement covers the use of the
M3500 Robotic System in North America and the Bahamas. This recent agreement
with Shaw-Robotic has created customer acceptance and a template for future
product sales. The Company expects to develop market opportunities in Europe and
Asia using similar tactics as in North America with the M3500 Robotic System and
other product lines.

The Company has taken the following steps to address its liquidity issues:

         o        The Company implemented a debt to equity conversion program
                  for existing debt holders. Through June 30, 2004, $1,517,893
                  in debt has been exchanged for equity.
         o        The Company engaged the investment banking firm of Hoefer and
                  Arnett to raise up to $15 million from the sale of preferred
                  stock.
         o        The Company raised $471,500 in a Private Placement Memorandum
                  Offering through June 30,2004.

                                       14
<PAGE>

GOING CONCERN

The Company's independent auditors stated there was uncertainty about the
Company's ability to continue as a going concern for the years ended December
31, 2003 and 2002. For the years ended December 31, 2003 and 2002, the Company
incurred net annual losses of $5,690,188 and $2,688,978, respectively, had
working capital deficits of $5,181,092 and $5,449,648, 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 the investment banking capital raise in 2004 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 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,
2004. 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.

                           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.

                                       15
<PAGE>

In January 2004, 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. On June 29th, 2004, the parties executed
a "Compromise and Settlement Agreement and Full Release". The parties agreed
that the Company pay MEC/CWT $40,000 by July 30, 2004. The parties also agreed
that the disputed equipment would be picked up by MEC/CWT at the Company's place
of business. The Company has recorded a liability for the settlement amount in
the accompanying balance sheet.

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 2004. During the three
month period ended June 30, 2004, the Company issued 104,400 shares of common
stock in connection with the conversion of $100,000 of related party debt (and
accrued interest) to equity. In addition, 25,000 shares of common stock were
issued for cash.

During the three months ended June 30, 2004, options to purchase 117,501 shares
of the Company's Common Stock were issued in connection with lending, and
options to purchase 219,066 shares of the Company's Common Stock were forfeited
or expired. The new options issuances have exercise prices ranging from $0.07 to
$1.02 per share and are exercisable through 2023.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior securities during the three months ended June
30, 2004.

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, 2004.

ITEM 5.  OTHER INFORMATION.

None.

                                       16
<PAGE>

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
                                                                            Incorporated by reference to Exhibit 10.14 to
10.16                Full-time Employment Agreement - Robert O. Baratta     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.
10.19                Consulting Agreements (4)                              Incorporated by reference to Exhibit 2.3 to the
                                                                            Form 10-SB.
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>

                                       17
<PAGE>
<TABLE>

<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.
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.
</TABLE>

                                       18
<PAGE>
<TABLE>

<S>                  <C>                                                    <C>
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.
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.
10.68                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.
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.
10.85                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 William Hunter and          Incorporated by reference to Exhibit 10.86 to
                     UltraStrip Systems, Inc. date March 12, 2004.          the Form 10-QSB for the quarter ended March 31,
                                                                            2003.
</TABLE>

                                       19
<PAGE>
<TABLE>

<S>                  <C>                                                    <C>
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.
10.88                UltraStrip Systems, Inc.'s 2003 Stock Option Plan      Incorporated by reference to Exhibit 10.88 to
                     for Outside Directors and Advisory Board Members.      the Form 10-KSB for the year ended December 31,
                                                                            2003.
10.89                UltraStrip Systems, Inc.'s 2003 Equity Incentive       Incorporated by reference to Exhibit 10.89 to
                     Plan.                                                  the Form 10-KSB for the year ended December 31,
                                                                            2003.
10.90                Employment Agreement - Stephen R. Johnson - October    Incorporated by reference to Exhibit 10.90 to
                     3, 2003                                                the Form 10-QSB for the quarter ended September
                                                                            30, 2003.
10.91                Consulting Agreement - Dennis McGuire - October 3,     Incorporated by reference to Exhibit 10.91 to
                     2003                                                   the Form 10-QSB for the quarter ended September
                                                                            30, 2003.
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                Subscription and Purchase Warrant Agreement between    Incorporated by reference to Exhibit 10.93 to
                     Eugene Rainis and UltraStrip Systems, Inc. dated       the Form 10-QSB for the quarter ended March 31,
                     February 12, 2004.                                     2003.
10.94                Subscription and Purchase Warrant Agreement between    Incorporated by reference to Exhibit 10.94 to
                     Eugene Rainis and UltraStrip Systems, Inc. dated       the Form 10-QSB for the quarter ended March 31,
                     April 15, 2004.                                        2003.
10.95                Exchange Agreement between Ransom Kelley and           Incorporated by reference to Exhibit 10.95 to
                     UltraStrip Systems, Inc. date March 15, 2004.          the Form 10-QSB for the quarter ended March 31,
                                                                            2004.
10.96                Exchange Agreement between Lawrence Eng and            Incorporated by reference to Exhibit 10.96 to
                     UltraStrip Systems, Inc. date March 15, 2004.          the Form 10-QSB for the quarter ended March 31,
                                                                            2004.
10.97                Promissory Note between UltraStrip Systems, Inc.       Incorporated by reference to Exhibit 10.97 to
                     and Robert Ippolito dated March 5, 2004.               the Form 10-QSB for the quarter ended March 31,
                                                                            2004.
10.98                Joint Venture Agreement between UltraStrip Systems,    Incorporated by reference to Exhibit 10.98 to
                     Inc. and four Japanese firms dated April 13, 2004.     the Form 10-QSB for the quarter ended March 31,
                                                                            2004.
10.99                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Michael J. Cristoforo dated May 5, 2004.
10.100               Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Plummer Brothers dated May 21, 2004.
10.101               Exchange Agreement between Ronald A. Johnson and       Filed herewith.
                     UltraStrip Systems, Inc. date May 27, 2004.
10.102               Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and  Dennis and Jacqueline McGuire dated May 5,
                     2004.
10.103               Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and  Vincent Zanfini dated May 28, 2004.
10.104               Subscription and Purchase Warrant Agreement between    Filed herewith.
                     Eugene Rainis and UltraStrip Systems, Inc. dated
                     June 15, 2004.
10.105               Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and  john S. Poindexter dated July 1, 2004.
10.106               Compromise and Settlement Agreement between            Filed herewith.
                     UltraStrip Systems, Inc. and Marvin
                     Engineering/Clean Water Technology dated June 29,
                     2004.
10.107               Development Agreement, Modification No. 7 betweem      Filed herewith.
                     UltraStrip Systems, Inc. and Carnegie Mellon dated
                     June 11, 2004.
</TABLE>

                                       20
<PAGE>
<TABLE>
<S>                  <C>                                                    <C>
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>

(B) REPORTS ON FORM 8-K.

         No reports were filed on Form 8-K during the three months ended June
         30, 2004.


                                       21
<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.

August 13, 2004                       /s/ Stephen R. Johnson
                                      ---------------------------------------
                                      Stephen R. Johnson
                                      President and Chief Executive Officer



August 13, 2004                       /s/  Michael R. Donn, Sr.
                                      ---------------------------------------
                                      Michael R. Donn, Sr.
                                      Senior Vice President of Operations
                                      Corporate Treasurer

                                       22