EXHIBIT 31.2

                                 CERTIFICATIONS

I, Michael R. Donn, Sr., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of UltraStrip Systems,
Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the unaudited, condensed financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in this
report.

4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures and internal
controls and procedures for financial reporting (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the small business issuer and we have:

         a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the issuer is made known to us by
others within the Company, particularly during the period in which this report
is being prepared;

         b) Designed such internal controls and procedures for financial
reporting, or caused such internal controls and procedures for financial
reporting to be designed under our supervision, to provide reasonable assurances
that the small business issuer's financial statements are fairly presented in
conformity with accounting principles generally accepted in the United States of
America;

         c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and internal controls and procedures for
financial reporting as of the end of the period covered by this report
("Evaluation Date");

         d) Presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures and internal controls and procedures for
financial reporting based on our evaluation as of the Evaluation Date;

         e) Disclosed to the small business issuer's auditors and the audit
committee of the board of directors (or persons fulfilling the equivalent
function);

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                  i) All significant deficiencies and material weaknesses in the
design or operation of internal controls and procedures for financial reporting
which could adversely affect the small business issuer's ability to record,
process, summarize and report financial information required to be disclosed by
the small business issuer in the reports that it files or submits under the Act
(15 U.S.C. 78a et seq.), within the time periods specified in the U.S.
Securities and Exchange Commission's rules and forms; and

                  ii) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small business
issuer's internal controls and procedures for financial reporting; and

         f) Indicated in this report any significant changes in the small
business issuer's internal controls and procedures for financial reporting or in
other factors that could significantly affect internal controls and procedures
for financial reporting made during the period covered by this report, including
any actions taken to correct significant deficiencies and material weaknesses in
the small business issuer's internal controls and procedures for financial
reporting.


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