EXHIBIT 31.2

                                 CERTIFICATIONS

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

1. I have reviewed this annual 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 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 registrant'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 registrant 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) evaluated the effectiveness of the registrant's disclosure controls
and procedures and internal controls and procedures for financial reporting as
of a date within 90 days prior to the filing of this annual report ("Evaluation
Date");

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures and internal controls
and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the board of directors (or persons fulfilling the equivalent function):

         a) all significant deficiencies and material weaknesses in the design
or operation of internal controls and procedures for financial reporting which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were any significant changes in internal or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
made significant deficiencies and material weaknesses.

Date:  May 24, 2004                      /s/ Michael R. Donn, Sr.
                                         ----------------------------------
                                         Michael R. Donn, Sr.
                                         Senior Vice President - Operations
                                         (Treasurer)