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, 2002



           [ ]        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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 42,402,394 shares of common stock
were outstanding as of June 30, 2002.

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, 2002.



<PAGE>



                            ULTRASTRIP SYSTEMS, INC.

                                   FORM 10-QSB


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                  Page
PART I         FINANCIAL INFORMATION
<S>                                                                              <C>

      Item 1.  Financial Statements (unaudited)
                    Condensed Balance Sheet ..................................     1
                    Condensed Statements of Operations .......................     2
                    Condensed Statements of Cash Flows .......................     3
                    Notes to Condensed Financial Statements ..................     4
      Item 2.  Management's Discussion and Analysis of Financial Condition and
               Results of Operations and Plan of Operation ...................     9

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 .............................................    17
      Item 6.  Exhibits and Reports on Form 8-K ..............................    17

               Signatures ....................................................    20

               Certifications ................................................    21

</TABLE>

<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.    FINANCIAL STATEMENTS.

                            ULTRASTRIP SYSTEMS, INC.
                        UNAUDITED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
=================================================================================
June 30,                                                                     2002
---------------------------------------------------------------------------------
<S>                                                               <C>
CURRENT ASSETS
   Cash and cash equivalents                                      $         9,203
   Accounts receivable                                                     93,054
   Inventories                                                            630,209
   Prepaid expenses and other                                              48,183
---------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                      780,649

PROPERTY AND EQUIPMENT, NET                                             2,253,741

PATENTS, NET                                                               94,923
---------------------------------------------------------------------------------

                                                                  $     3,129,313
=================================================================================

LIABILITIES, REDEEMABLE CONVERTIBLE CUMULATIVE
PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued expenses                          $     1,659,335
   Accounts payable - related parties                                     970,492
   Customer deposit                                                       500,000
   Notes payable to related parties                                     2,427,354
   Notes payable - current portion                                        207,146
---------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                               5,764,327

NOTES PAYABLE, LESS CURRENT PORTION                                        85,884

---------------------------------------------------------------------------------

TOTAL LIABILITIES                                                       5,850,211

REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK SERIES A
   28 shares outstanding, $25,000 per share
   redemption amount plus dividends in arrears                          1,151,348

REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STOCK SERIES B
   1,054 shares outstanding, $2,500 per share
   redemption amount plus dividends in arrears                          3,114,025

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

COMMON STOCK, $0.01 par value; 100,000,000 shares authorized;
   42,402,394 shares issued and outstanding                               424,024
ADDITIONAL PAID-IN CAPITAL                                             17,841,051
ADDITIONAL PAID-IN CAPITAL  - UNISSUED SUBSCRIBED SHARES                   75,000
SUBSCRIPTION RECEIVABLE                                                  (105,000)
DEFERRED COMPENSATION                                                     (54,018)
ACCUMULATED DEFICIT                                                   (25,167,328)
---------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                            (6,986,271)
---------------------------------------------------------------------------------

                                                                  $     3,129,313
=================================================================================
</TABLE>

                                       1
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.

                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED       FOR THE SIX MONTHS ENDED
                                                                    JUNE 30,                         JUNE 30,
                                                              2002           2001              2002          2001
---------------------------------------------------------------------------------------------------------------------
REVENUES:
<S>                                                      <C>             <C>             <C>             <C>
     Equipment sales                                     $         --    $         --    $     72,585    $         --
     Hydrojetting contracts                                    22,224              --         249,385         659,800
---------------------------------------------------------------------------------------------------------------------
Total revenues                                                 22,224              --         321,970         659,800

OPERATING EXPENSES:
     Cost of equipment sales                                       --              --          39,401              --
     Cost of hydrojetting contracts                           116,618              --         213,595         563,525
     Selling, general and administrative, excluding
          non-cash compensation (benefit) expense           1,150,767       1,886,417       2,278,748       3,058,160
     Non-cash compensation (benefit) expense               (1,745,950)      2,363,800      (1,267,242)      4,224,370
---------------------------------------------------------------------------------------------------------------------

Total operating (income) expenses                            (478,565)      4,250,217       1,264,502       7,846,055
---------------------------------------------------------------------------------------------------------------------

Income (loss) from operations                                 500,789      (4,250,217)       (942,532)     (7,186,255)

Other (income) expense:
     Other income                                              (2,007)             --          (6,020)             --
     Interest expense                                          74,769          13,076         126,276          15,072
---------------------------------------------------------------------------------------------------------------------

Net income (loss)                                             428,027      (4,263,293)     (1,062,788)     (7,201,327)

Preferred stock dividends                                     (92,125)        (97,875)       (187,097)       (202,125)
---------------------------------------------------------------------------------------------------------------------

Net income (loss) applicable to common stock             $    335,902    $ (4,361,168)   $ (1,249,885)   $ (7,403,452)
=====================================================================================================================
Net income (loss) per common share (basic and diluted)   $       0.01    $      (0.10)   $      (0.03)   $      (0.18)
=====================================================================================================================

Weighted average number of common shares outstanding       42,459,121      41,786,978      42,488,638      41,189,861
=====================================================================================================================
</TABLE>

                                       2
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


For the six months ended June 30,                                        2002             2001
--------------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>
OPERATING ACTIVITIES:
   Net loss                                                           $(1,062,788)    $(7,201,327)


   Adjustments to reconcile net loss to net cash used in operating
activities:
       Depreciation and amortization                                      364,886         362,882
       Accretion of discount on notes payable                              92,000              --
       Common stock issued for services                                        --       2,232,000
       Issuance of equity instruments for services                             --         163,770
       Non-cash compensation (benefit) expense                         (1,278,800)      1,828,600
       Deferred compensation expense                                       11,558              --
   Change in operating assets and liabilities:
         Accounts receivable                                              (85,255)         (4,400)
         Inventories                                                     (173,531)             --
         Prepaid expenses and other                                        60,357         (52,015)
         Accounts payable and accrued expenses                           (230,475)      1,001,736
         Accounts payable-related parties                                 239,265              --
         Deferred revenue                                                (125,000)             --
         Customer deposits                                                500,000              --
-------------------------------------------------------------------------------------------------

Net cash used in operating activities                                  (1,687,783)     (1,668,754)
-------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
   Patent expenditures                                                         --         (14,224)
   Purchase of property and equipment                                     (31,039)     (1,158,119)
   Repayment of note receivable from officer                               50,000              --
-------------------------------------------------------------------------------------------------

Net cash provided by (used in) investing activities                        18,961      (1,172,343)
-------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt and warrants                  200,000          34,913
   Repayment of long-term debt                                             (3,409)         (5,017)
   Proceeds from issuance of long-term debt to related parties            832,500         454,360
   Repayment of long-term debt to related parties                        (440,000)        (83,488)
   Proceeds from issuance of preferred stock                                   --         200,000
   Proceeds from issuance of common stock                                 150,000       2,508,831
   Proceeds from issuance of warrants                                     500,000              --
   (Increase) in subscription receivable                                 (105,000)             --
-------------------------------------------------------------------------------------------------

Net cash provided by financing activities                               1,134,091       3,109,599
-------------------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                     (534,731)        268,502

Cash and cash equivalents, beginning of year                              543,934         300,304
-------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                              $     9,203     $   568,806
=================================================================================================
</TABLE>

                             See Note 10 for supplemental cash flow disclosures.

                                       3
<PAGE>


                            ULTRASTRIP SYSTEMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

1.      SUMMARY OF SIGNIFICANT
        ACCOUNTING POLICIES

        BASIS OF PRESENTATION     The accompanying unaudited condensed financial
                                  statements 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. The
                                  information included in these unaudited
                                  condensed financial statements should be read
                                  in conjunction with Management's Discussion
                                  and Analysis of Financial Condition and
                                  Results of Operations contained in this report
                                  and the audited financial statements and
                                  accompanying notes included in the UltraStrip
                                  Systems, Inc. (the "Company") Annual Report on
                                  Form 10-KSB for the fiscal year ended December
                                  31, 2001.

                                  Certain amounts in prior periods have been
                                  reclassified to conform with the current
                                  period presentation.


2.      GOING CONCERN             The accompanying condensed 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, 2002, the Company incurred losses of
                                  approximately $1.2 million, had a working
                                  capital deficiency of $5.0 million, had
                                  outstanding redeemable convertible preferred
                                  stock that became eligible for redemption at
                                  the holder's option for $4.3 million
                                  [including accrued dividends] after June 2002
                                  and had not attained a level of revenues
                                  sufficient to support recurring expenses.
                                  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

                                       4
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                  operations. While pursuing additional debt
                                  and equity funding, the Company must continue
                                  to operate on limited cash flow generated
                                  internally.

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

3.      NOTE RECEIVABLE FROM      In March 2002, the Company collected a $50,000
        OFFICER                   unsecured demand note from an officer, which
                                  included interest at 6% per annum.

4.      NOTES PAYABLE TO RELATED  Notes payable to related parties consist of
        PARTIES                   the following:
<TABLE>
<CAPTION>

                                  June 30,                                                                   2002
                                  --------------------------------------------------------------------------------
<S>                                                                                                <C>

                                  Unsecured notes payable to
                                  employee/shareholder, interest at prime plus 2%
                                  (6.75% at June 30, 2002), originally due as
                                  follows: $450,000 plus accrued interest
                                  repayable on March 31, 2002, balance due March
                                  1, 2003; $234,144 due April 10, 2003; $40,000
                                  due April 25, 2003; and $10,000 due May 30,
                                  2003. As a result of the Company not making a
                                  $450,000 payment due March 31, 2002, the creditor
                                  can now demand immediate repayment. As of
                                  June 30, 2002, $95,000 has been repaid toward this note.            $  639,044

                                  Unsecured note payable to employee/shareholder, interest at
                                  prime plus 2% (6.75% at June 30, 2002), due April 10, 2003             517,893

                                  $1,000,000 note payable to shareholder/Advisory Board
                                  member, balloon payment due on October 19, 2002 in the
                                  amount of $1,000,000 including interest at 16%, secured by
                                  all existing equipment and machinery utilized to manufacture           950,417
                                  the Company's product, net of unamortized discount

                                  Unsecured notes payable to employee/shareholder, interest at
                                  prime plus 2% (6.75% at June 30, 2002), $100,000 due
                                  December 27, 2002 and $50,000 due April 19, 2003                       150,000

                                  Unsecured note payable to related party, interest at prime
                                  plus 2% (6.75% at June 30, 2002), $40,000 due May 8, 2003               40,000

                                  Unsecured note payable to officer, interest at prime plus 2%
                                  (6.75% at June 30, 2002), $30,000 due April 15, 2003                    30,000

                                  Unsecured notes payable to Director, interest at prime plus
                                  2% (6.75% at June 30, 2002), due July 31, 2003                         100,000
                                  ----------------------------------------------------------------------------------

                                                                                                      $2,427,354
                                  ==================================================================================
</TABLE>

                                       5
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

5.      NOTES PAYABLE             A promissory note was signed on February 21,
                                  2002 to borrow up to $200,000. The loan is due
                                  on August 25, 2002. The loan is guaranteed by
                                  the President of the Company and his spouse.
                                  On February 26, 2002 the Company borrowed
                                  $200,000. In this connection, the Company
                                  granted warrants to acquire 8,001 shares of
                                  common stock and valued such warrants at
                                  $14,000 based on the relative fair value of
                                  the warrants. The warrants are exercisable at
                                  $0.07 per share, were fully vested at the date
                                  of grant and expire in 2022. As such the
                                  Company recorded $186,000 as debt, net of the
                                  allocation of the proceeds to the warrants,
                                  which is included in additional paid-in
                                  capital in the accompanying unaudited
                                  condensed balance sheet of $14,000. The
                                  Company amortizes to interest expense the
                                  value ascribed to the warrants over the term
                                  of the debt.


6.      COMMON STOCK              Between January and March 2002, 145,670 shares
                                  of Common Stock were issued upon the
                                  conversion of Series A and Series B
                                  Redeemable, Convertible, Cumulative Preferred
                                  Stock.

                                  In May 2002, 400,000 restricted, unregistered
                                  shares of Common Stock, which had been issued
                                  in May 2000 pursuant to the terms of an
                                  agreement with a service provider, were
                                  voluntarily surrendered to the Company.

                                  In June 2002, the Company sold 115,385
                                  restricted, unregistered shares of Common
                                  Stock to an accredited investor for $150,000
                                  in a transaction exempt under Section 4(2) of
                                  the Securities Act of 1933.

                                  In June 2002, two holders of warrants to
                                  purchase shares of the Company's Common Stock
                                  exercised their rights pursuant to a cashless
                                  conversion provision in the warrants and were
                                  issued 103,000 and 55,462, respectively,
                                  restricted, unregistered shares of Common
                                  Stock.

                                  Shares reserved for issuance
                                  ----------------------------

                                  At June 30, 2002, 18,015,091 shares of Common
                                  Stock were reserved for issuance under the
                                  Company's two fixed stock option plans,
                                  outstanding non-plan options, warrants and
                                  upon conversion of the outstanding Series A
                                  and Series B Redeemable Convertible Cumulative
                                  Preferred Stock.

                                       6
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

7.      REDEEMABLE CONVERTIBLE    Series A
        CUMULATIVE PREFERRED      --------
        STOCK
                                  At June 30, 2002, there are 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.

                                  Series B
                                  --------

                                  At June 30, 2002, there are 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.


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 statement of operations for the three
                                  months ended June 30, 2001 has been restated
                                  to correct a mechanical error in the
                                  computation of the non-cash compensation
                                  amount provided for variable options with
                                  cashless features. Such amount was previously
                                  reported as an expense of $2,097,873 and has
                                  been adjusted to an expense of $2,363,800. In
                                  addition, a reclassification has been made
                                  between accumulated deficit and additional
                                  paid-in capital at January 1, 2001 of $2.81
                                  million.

                                  The statement of operations for the six months
                                  ended June 30, 2001 has been restated to
                                  correct a mechanical error in the computation
                                  of the non-cash compensation amount provided
                                  for variable options with cashless features.
                                  Such amount was previously reported as an
                                  expense of $1,631,111 and has been adjusted to
                                  an expense of $1,828,600. Likewise, net loss
                                  per common share was previously reported as
                                  $(0.17) and has been adjusted to $(0.18).

                                  The following reconciles the components of the
                                  loss per common share computation:
<TABLE>
<CAPTION>

                                  For the six months ended June 30,                  2002                               2001
                                  -------------------------------------------------------------------------------------------------

                                                              Income      Weighted        Per-      Income      Weighted       Per-
                                                               (Loss) Average Shares     Share       (Loss) Average Shares    Share
                                                          (Numerator) (Denominator)     Amount  (Numerator) (Denominator)    Amount
                                  -------------------------------------------------------------------------------------------------

<S>                                                       <C>            <C>           <C>      <C>          <C>           <C>

                                  Loss per common share
                                      Net (loss)
                                      available to
                                      common
                                      shareholders        $(1,249,885)   42,488,638   $  (0.03) $(7,403,452)  41,189,861   $  (0.18)

                                  Effect of Dilutive
                                      Securities:
                                          Stock
                                      options/warrants             --            --         --           --           --         --
                                  -------------------------------------------------------------------------------------------------

                                  Net (loss) available
                                      to common
                                      shareholders
                                      plus assumed
                                      conversions         $(1,249,885)   42,488,638   $  (0.03) $(7,403,452)  41,189,861   $  (0.18)
                                  =================================================================================================
</TABLE>

                                       7
<PAGE>
                            ULTRASTRIP SYSTEMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                  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 14,585,091 and
                                  18,312,760 shares of common stock at June 30,
                                  2002 and 2001, respectively) are not included
                                  in the computation of loss per common share
                                  because the effects of inclusion would be
                                  anti-dilutive.


9.      COMMITMENT AND            In December 2001, the Company filed a
        CONTINGENCIES             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.

                                  The Company has commitments with NREC and
                                  Carnegie Mellon University, amounting to
                                  approximately $464,000 for the purchase of
                                  equipment.


10.     SUPPLEMENTAL CASH FLOW    Supplemental disclosure is as follows:
        INFORMATION
<TABLE>
<CAPTION>


                                  For the six months ended June 30,                     2002              2001
                                  ----------------------------------------------------------------------------------

<S>                                                                                  <C>               <C>
                                  Cash paid for interest                             $    7,509        $   15,072

                                  Non-cash investing and financing activities:

                                  Conversion of redeemable, cumulative,
                                       convertible preferred stock to common         $  155,000        $  255,000
                                       stock

                                  Accrued preferred stock dividends                  $  187,097        $  202,125
</TABLE>


                                       8
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS AND PLAN OF OPERATION.

Certain statements in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" 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, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

REVENUES
--------

Revenues were $22,224 for the three months ended June 30, 2002, as compared to
$0 for the three months ended June 30, 2001. Revenues for the three months ended
June 30, 2002 were generated solely by a hydrojetting service contract with
Atlantic Dry Dock Corporation of Jacksonville, Florida. The Company currently
has no pending orders for new service contracts or equipment purchases with this
customer.

OPERATING (INCOME) EXPENSES
---------------------------

Operating expenses decreased from $4,250,217 for the three months ended June 30,
2001 to $(478,565) for the three months ended June 30, 2002 primarily due to
decreases in non-cash compensation expenses of $4.1 million and, to a lesser
extent, selling, general and administrative expenses, offset by an increase in
cost of service contracts. The primary components of operating expenses were
cost of service contracts, selling, general and administrative expenses and
non-cash compensation expenses.

Cost of service contracts increased from $0 for the three months ended June 30,
2001 to $116,618 for the three months ended June 30, 2002 because of
hydrojetting services performed in the current period under the Atlantic Dry
Dock contract and none in the prior period. Because of lower than expected
revenue from this contract, cost of hydrojetting service contracts was 525% of
sales in the current period. If the Company is able to generate a consistent
stream of substantial service contracts, the Company believes that this
percentage relationship will decrease to the levels achieved in the first three
months of 2002 and stay relatively stable as the Company maintains its
operational planning and execution improvements.

Selling, general and administrative expenses, excluding non-cash compensation,
decreased from $1,886,417 for the three months ended June 30, 2001 to $1,150,767
for the three months ended June 30, 2002. The decrease is a result of the
Company's planned reduction in and deferral of some executive salaries and the
Company's cost-reduction initiatives for discretionary expenses.

                                       9
<PAGE>

Non-cash compensation (benefit) amounted to $(1,745,950) for the three months
ended June 30, 2002, a decrease of $4,109,750 from the prior comparative period.
Non-cash stock compensation (benefit) arises due to variable option accounting
charges pursuant to APB No. 25 in connection with stock options granted to
employees and directors with cashless conversion provisions. The number of
shares of common stock that may be acquired by the option holder cannot be
determined prior to the exercise of the option, therefore estimates of
compensation expense for these options are recorded based upon the estimated
fair value of the stock at each intervening financial statement date.

INCOME (LOSS) FROM OPERATIONS
-----------------------------

Income (loss) from operations for the three months ended June 30, 2002 was
$500,789 as compared to $(4,250,217) for the three months ended June 30, 2001,
largely as a result of the decreases in operating expenses described above.

INTEREST EXPENSE
----------------

Interest expense increased from $13,076 to $74,769 for the three months ended
June 30, 2001 and 2002, respectively. This increase was primarily attributable
to interest accretions related to the Company's $1 million note payable with a
shareholder/Advisory Board member.

PREFERRED STOCK DIVIDENDS
-------------------------

Preferred Stock dividends were $92,125 for the three months ended June 30, 2002
and $97,875 for the three months ended June 30, 2001. These dividends reflect
Company obligations to preferred shareholders but have not been paid.

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
--------------------------------------------

Net income (loss) applicable to Common Stock was $335,902 for the three months
ended June 30, 2002, compared to $(4,361,168) for the three months ended June
30, 2001. Income (loss) per common share was $0.01 for the three months ended
June 30, 2002 and $(0.10) for the three months ended June 30, 2001.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

REVENUES
--------

Revenues were $321,970 for the six months ended June 30, 2002, as compared to
$659,800 for the six months ended June 30, 2001. Revenues for 2002 were
generated by equipment sales and service contracts. In this connection, the
Company had equipment sales of $72,585 and service contract revenue of $249,385
for the six months ended June 30, 2002, while revenues for the six months ended
June 30, 2001 were generated solely by hydrojetting service contracts. The
Company currently has no pending orders for new service contracts or equipment
purchases with these customers.

OPERATING EXPENSES
------------------

Operating expenses decreased from $7,846,055 for the six months ended June 30,
2001 to $1,264,502 for the six months ended June 30, 2002 as a result of
decreases in cost of service contracts, selling, general and administrative
expenses, and non-cash compensation expenses, offset by an increase in cost of


                                       10
<PAGE>

equipment sales. The primary components of operating expenses were cost of
equipment sales, cost of service contracts, selling, general and administrative
expenses and non-cash compensation expenses.

Cost of equipment sales increased from $0 for the six months ended June 30, 2001
to $39,401 for the six months ended June 30, 2002 due to the cost of procuring
spare parts and equipment which were sold to a customer. Cost of equipment sales
was 54% of equipment sales. The Company believes that cost of equipment sales as
a percentage of sales will remain relatively stable in the future as potential
future reductions in cost of equipment sold achieved through volume purchases
may be offset by reductions in equipment retail pricing.

Cost of service contracts decreased from $563,525 for the six months ended June
30, 2001 to $213,595 for the six months ended June 30, 2002 as a result of a
lower volume of service contracts performed. Cost of hydrojetting service
contracts increased by 1%, from 85% of service contract revenue in 2001 to 86%
of service contract revenue in 2002. This percentage increase was the result of
lower than expected revenue from the Atlantic Dry Dock contract. If the Company
is able to generate a consistent stream of substantial service contracts, the
Company believes that this percentage relationship will decrease to the levels
achieved in the first three months of 2002 and stay relatively stable as the
Company maintains its operational planning and execution improvements.

Selling, general and administrative expenses, excluding non-cash compensation,
decreased from $3,058,160 for the six months ended June 30, 2001 to $2,278,748
for the six months ended June 30, 2002. The decrease is a result of the
Company's planned reduction in some executive salaries and the Company's
cost-reduction initiatives for discretionary expenses.

Non-cash compensation expenses (benefit) decreased from $4,224,370 for the six
months ended June 30, 2001 to $(1,267,242) for the six months ended June 30,
2002. Non-cash stock compensation (benefit) arises due to variable option
accounting charges pursuant to APB No. 25 in connection with stock options
granted to employees and directors with cashless conversion provisions. The
number of shares of common stock that may be acquired by the option holder
cannot be determined prior to the exercise of the option, therefore estimates of
compensation expense for these options are recorded based upon the estimated
fair value of the stock at each intervening financial statement date.

LOSS FROM OPERATIONS
--------------------

Loss from operations for the six months ended June 30, 2002 was $942,532 as
compared to $7,186,255 for the six months ended June 30, 2001, largely as a
result of the decreases in expenses described above.

INTEREST EXPENSE
----------------

Interest expense increased from $15,072 to $126,276 for the six months ended
June 30, 2001 and 2002, respectively. This increase was primarily attributable
to interest accretions related to the Company's $1 million note payable with a
shareholder/Advisory Board member.

                                       11
<PAGE>

PREFERRED STOCK DIVIDENDS
-------------------------

Preferred Stock dividends were $187,097 for the six months ended June 30, 2002
and $202,125 for the six months ended June 30, 2001. These dividends reflect
Company obligations to preferred shareholders but have not been paid.

NET LOSS APPLICABLE TO COMMON STOCK
-----------------------------------

Net loss applicable to Common Stock was $1,249,885 for the six months ended June
30, 2002, compared to $7,403,452 for the six months ended June 30, 2001. Loss
per common share was $0.03 for the six months ended June 30, 2002 and $0.18 for
the six months ended June 30, 2001.

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, 2002, the Company's cash and cash equivalents on hand were $9,203,
compared to $543,934 at December 31, 2001. This decrease in cash and cash
equivalents was primarily due to the Company's net loss, decreases in accounts
payable and accrued expenses, offset partly by increases in customer deposits
and the issuance of long-term debt, warrants, and Common Stock, described below.
In light of this decrease, Management recognizes that the Company has a
continuing need to raise capital to fund its daily operations and research and
development activities.

On June 11, 2002, the Company announced the sale of a high production prototype
automated hydrojetting system to Metro Machine Corp. ("Metro") of Norfolk,
Virginia for $2,000,000. A deposit of $500,000 was received on May 14, 2002,
contributing to the increase in customer deposits referenced above. Spare parts
and accessories were subsequently added to the order, increasing the purchase
price to $2.3 million. Pursuant to the terms of its agreement with Metro, the
Company also granted to Metro the non-exclusive right to market the Company's
paint removal system in connection with the marketing of the Metro Ship Coating
System. Over the term of the agreement, which is a period of 16 years, the
Company believes future systems sales, offered to customers in connection with
the Metro system, may be likely.

Since inception, the Company has relied principally upon the proceeds of private
equity financings and loans to fund its working capital requirements and capital
expenditures. Net cash used in operating activities was $1,687,783 for the six
months ended June 30, 2002, compared to $1,668,754 for the six months ended June
30, 2001. This decrease resulted from decreases in the Company's net loss and
increases in customer deposits, offset by decreases in accounts payable and
accrued expenses.

The Company's net cash provided by (used in) investing activities increased from
$(1,172,343) in the six months ended June 30, 2001 to $18,961 in the six months
ended June 30, 2002, primarily as a result of a decrease in new machinery and
equipment purchases.

                                       12
<PAGE>

The Company's net cash provided by financing activities decreased by
approximately $2.0 million to $1,134,091 for the six months ended June 30, 2002
from $3,109,599 for the six months ended June 30, 2001. The decrease is
primarily attributable to a reduction in $2.1 million proceeds from the issuance
of common stock, preferred stock, and warrants, as well as repayments of
long-term debt to related parties of $440,000, offset by an increase in new
borrowings from related parties of $832,500 and other borrowings of $200,000.

The Company lacks assured available financial resources to meet its June 30,
2002 working capital deficit of $4,983,678 and future operating costs.

Due to insufficient cash generated from operations, the Company presently does
not have cash or other resources available to pay its already incurred debts,
accounts payable and other liabilities. Some of the Company's debts are past
due, and the preferred stock is presently redeemable at the option of the
shareholders. Obligations are being met on a month-to-month basis as cash
becomes available. There can be no assurances that the Company's present flow of
cash will be sufficient to meet current and future obligations. The Company has
incurred losses since its inception, and continues to require additional capital
to fund operations and development. As such, the Company's ability to pay its
already incurred obligations is mostly dependent on the Company raising
additional capital in the form of equity or debt.

The Company's short-term and long-term liquidity requirements are expected to
result from working capital needs to purchase inventory, retire existing trade
liabilities and redeemable preferred stock and to pay other operating expenses.
Although the Company cannot accurately predict the precise timing of its future
capital expenditures, the Company estimates that it will need to expend over $4
million, primarily for research and development and operating expenses, within
the next twelve months.

PLAN OF OPERATIONS

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

The Company offers three primary sales options: outright equipment sales,
long-term rental contracts, and contract services. By offering this variety of
alternatives, customers can select the relationship that best matches their
capital allocation plan. The Company also intends to increase the focus of its
marketing efforts on the U.S. market. The Company believes that environmental
regulations are currently a very strong influence on shipyard operations in the
United States and may provide an external impetus to shipyards to carefully

                                       13
<PAGE>

consider the Company's products. No such agreements or commitments are currently
in place. Under the Company's business plan, future revenues are also expected,
although not assured, from the sale of spare parts and accessories to those
customers that have purchased or rented robotic hydrojetting systems. No such
spare parts purchase agreement or commitment has been made to date.

In the event that the Company executes future sales orders or rental contracts,
the Company has had discussions with lenders who may provide project finance
funds to cover the costs associated with equipment manufacture. The proceeds
from orders or contracts, the Company's work-in-process and the manufactured
equipment will serve as collateral.

In September 2001, the Company signed an exclusive distributor agreement with
Robotic Environmental Services, LLC (RES) of Baton Rouge, Louisiana for the sale
of the Company's patented automated hydrojetting systems in Louisiana and
Texas and the purchase of one automated hydrojetting system. The distribution
agreement is for a term of five years and establishes minimum purchase
requirements and other terms necessary to maintain RES' exclusivity in the two
states. RES also received an option from the Company to acquire the exclusive
distribution rights in Venezuela. To exercise this option RES was required to
purchase four additional automated hydrojetting systems by June 30, 2002,
which it has failed to do. RES also failed to meet certain contract requirements
under this distribution agreement in March 2002. The Company informed RES that
it no longer holds exclusive distributor status in Louisiana and Texas. While
the foregoing default may materially affect the Company's future sales to RES,
it also provided the Company with an opportunity to recover the distribution
rights to the exclusive territories and afforded greater flexibility in
negotiating with future customers and distributors. The Company has been in
discussion with RES to explore ways to facilitate the sale of its automated
hydrojetting systems.

Should the number of purchase orders or rental contracts be less than currently
forecasted, or should the sales or rental prices be less than currently
forecasted, there can be no assurance that the Company will be able to generate
sufficient cash flow to sustain operations and meet all payable obligations for
the next twelve months.

The Company has continued to reduce costs. In addition to deferring salaries for
some members of senior management since February 2002, the Company has also
reduced annual salaries for three members of senior management by $300,000, a
reduction of 29% in total senior management salaries. The Company will also
reduce its advertising, travel and entertainment, consulting and office
expenses, among other areas, for further cost reductions.

The Company does not currently anticipate any significant changes in its total
number of employees over the next twelve months. However, should the demand for
the Company's products or contract services increase significantly, the Company
anticipates the need to hire additional employees in the areas of equipment
operation for the performance of contract services, equipment maintenance, field
support and component and spare parts manufacturing.

The Company will seek additional equity capital from private offerings. There is
no assurance that the Company will be able to raise such additional capital
during the next twelve months. If the Company is unable to obtain the necessary
additional capital, it may be required to change the proposed business plan and
decrease the planned operations, which could have a material adverse effect upon
the business, financial condition, or results of operations.

                                       14
<PAGE>

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

GOING CONCERN

The Company's independent auditors stated in their reports that the financial
statements of the Company for the years ended December 31, 2001 and 2000 were
prepared assuming that the Company will continue as a going-concern. For the
years ended December 31, 2001 and 2000, the Company incurred net annual losses
of $4,901,465 and $12,329,568, respectively, had a working capital deficit of
$2,888,483 and $483,670, respectively, and had significant outstanding
redeemable preferred stock that became eligible for redemption at the holder's
option after June 2002. These factors raise substantial doubt about the ability
of the Company to continue as a going concern. Although there are no assurances,
Management believes that resources will be available from private sources in
2003 to carry out its business plan described above. The aforementioned
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

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



                           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

                                       15
<PAGE>

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.


ITEM 2.    CHANGES IN SECURITIES.

There has been no change in the rights, preferences or privileges of any
security of the Company during the three months ended June 30, 2002. In May
2002, 400,000 restricted, unregistered shares of Common Stock, which had been
issued pursuant to the terms of an agreement with a service provider in May
2000, were voluntarily surrendered to the Company. In June 2002, the Company
sold 115,385 restricted, unregistered shares of Common Stock to an accredited
investor for $150,000 in a transaction exempt under Section 4(2) of the
Securities Act of 1933. In June 2002, two holders of warrants to purchase an
aggregate of 800,000 shares of the Company's Common Stock exercised their rights
pursuant to a cashless conversion provision in the warrants and were issued
103,000 and 55,462, respectively, restricted, unregistered shares of Common
Stock.

Also, in June 2002, the Company sold warrants to acquire 1,125,000 shares of the
Company's Common Stock for $500,000. The warrants are exercisable at $0.10 per
share, were fully vested on the date of grant and expire in June 2009. In
addition, during the three months ended June 30, 2002, options to purchase
250,000 shares of the Company's Common Stock were issued to newly-elected
members of the Board of Directors. The new options issuances have exercise
prices ranging from $0.10 to $1.30 per share and are exercisable through 2022.
On June 30, 2002, options to purchase 2,380,000 shares of the Company's Common
Stock which had previously been issued to directors, employees, and service
providers expired.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

On March 31, 2002, the Company defaulted on a promissory note to an
employee/shareholder by missing a required payment of $450,000 for accrued
interest and principal to be made on March 31, 2002. As a result of the Company
not making the payment due March 31, 2002, the creditor can demand immediate
repayment of the entire debt. As of June 30, 2002, $95,000 had been repaid on
this note and the remainder was paid in October 2002.


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, 2002.

                                       16
<PAGE>


ITEM 5.  OTHER INFORMATION.

None.


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

(a) EXHIBITS.
<TABLE>
<CAPTION>


EXHIBIT                                                                                     PRIOR FILING OR
NUMBER                                   DESCRIPTION                                      SEQUENTIAL PAGE NO.
------                                   -----------                                      -------------------
<S>                   <C>                                                    <C>

3.1                  Articles of Incorporation, as amended                  Incorporated by reference to Exhibit 2.1 to the
                                                                            Company's Registration Statement on Form 10-SB
                                                                            (the "Form 10-SB").
3.2                  Bylaws                                                 Incorporated by reference to Exhibit 2.2 to the
                                                                            Form 10-SB.
4.1                  Certificate of Designation for the Series A            Incorporated by reference to Exhibit 3.1 to the
                     Preferred Stock                                        Form 10-SB.
4.2                  Certificate of Designation for the Series B            Incorporated by reference to Exhibit 3.2 to the
                     Preferred Stock                                        Form 10-SB.
10.1                 Employment Agreement - Scott Baratta                   Incorporated by reference to Exhibit 10.1 to
                                                                            the Form 10-SB.
10.2                 Employment Agreement - Jacqueline K. McGuire           Incorporated by reference to Exhibit 10.2 to
                                                                            the Form 10-SB.
10.3                 Employment Agreement - John P. Odwazny                 Incorporated by reference to Exhibit 10.3 to
                                                                            the Form 10-SB.
10.4                 Employment Agreement - Michael R. Donn                 Incorporated by reference to Exhibit 10.4 to
                                                                            the Form 10-SB.
10.5                 Employment Agreement - Kevin P. Grady                  Incorporated by reference to Exhibit 10.5 to
                                                                            the Form 10-SB.
10.6                 Employment Agreement - Michael Cristoforo              Incorporated by reference to Exhibit 10.6 to
                                                                            the Form 10-SB.
10.7                 Employment Agreement - Robert O. Baratta               Incorporated by reference to Exhibit 10.7 to
                                                                            the 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.
</TABLE>

                                       17
<PAGE>
<TABLE>
<CAPTION>
<S>                   <C>                                                    <C>
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
10.15                Promissory Note executed by UltraStrip Systems,        Incorporated by reference to Exhibit 10.15 to
                     Inc. in favor of Kevin P. Grady dated March 16, 2001   the Form 10-SB.
10.16                Full-time Employment Agreement - Robert O. Baratta     Incorporated by reference to Exhibit 10.14 to
                                                                            the Form 10-QSB for the quarter ended March 31,
                                                                            2001.
10.17                Employment Agreement - Dennis McGuire                  Incorporated by reference to Exhibit 10.15 to
                                                                            the Form 10-QSB for the quarter ended March 31,
                                                                            2001.
10.18                Consulting Agreement with George Sterner               Incorporated by reference to Exhibit 10.18 to
                                                                            the Form 10-KSB for the year ended December 31,
                                                                            2001.
10.19                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.
10.22                Lease and Option to Purchase Agreement dated August    Incorporated by reference to Exhibit 10.22 to
                     9, 2001 between UltraStrip Systems, Inc. and Tecor     the Form 10-QSB/A for the quarter ended
                     - Tecnologia Anticorrosao S.A.                         September 30, 2001.
10.23                Exclusive Distribution Agreement dated September       Incorporated by reference to Exhibit 10.23 to
                     11, 2001 by and between UltraStrip Systems, Inc.       the Form 10-QSB/A for the quarter ended
                     and Robotic Environmental Services, L.L.C.             September 30, 2001.
</TABLE>

                                       18
<PAGE>
<TABLE>
<CAPTION>
<S>                   <C>                                                    <C>
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 10.25 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 10.26 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    Filed herewith.
                     by and between Metro Machine Corp. and UltraStrip
                     Systems, Inc.
10.28                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Dennis McGuire dated April 11, 2002
10.29                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Kevin Grady dated April 11, 2002
10.30                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Roberto Baratta dated April 15, 2002
10.31                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Michael Cristoforo dated April 19, 2002
10.32                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Dennis and Jacqueline McGuire dated April 25, 2002
10.33                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Amclean, Inc. dated May 8, 2002
10.34                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Dennis and Jacqueline McGuire dated May 30, 2002
10.35                Promissory Note between UltraStrip Systems, Inc.       Filed herewith.
                     and Roberto Baratta dated June 7, 2002

</TABLE>


(B) REPORTS ON FORM 8-K. One report was filed on Form 8-K during the three
months ended June 30, 2002. On June 11, 2002, the Company filed a Form 8-K
announcing the sale of a high production prototype automated hydro-blasting
system to Metro Machine Corp. of Norfolk, Virginia.


                                       19
<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.

June 4, 2003                            /s/ Robert O. Baratta
                                        ---------------------------------------
                                        Robert O. Baratta
                                        President, Chief Executive Officer
                                        and Vice Chairman of the Board


June 4, 2003                            /s/ Scott R. Baratta
                                        ---------------------------------------
                                        Scott R. Baratta
                                        Senior Vice President - Finance
                                        (Chief Financial and Accounting Officer)


                                       20
<PAGE>

                                  CERTIFICATION

In connection with the Quarterly Report of UltraStrip Systems, Inc. (the
"Company") on Form 10-QSB for the period ended June 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
to his knowledge that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.



/s/ Robert O. Baratta
----------------------------------------------
President and Chief Executive Officer


/s/ Scott R. Baratta
----------------------------------------------
Senior Vice President - Finance (Chief Financial Officer)


                                       21
<PAGE>


                                 CERTIFICATIONS

I, Robert O. Baratta, 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 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.


Date:  June 4, 2003                     /s/ Robert O. Baratta
                                        ------------------------------------
                                        Robert O. Baratta
                                        President, Chief Executive Officer
                                        and Vice Chairman of the Board



                                       22
<PAGE>

                                 CERTIFICATIONS

I, Scott R. Baratta, 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 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.


Date:  June 4, 2003                     /s/ Scott R. Baratta
                                        ------------------------------------
                                        Scott R. Baratta
                                        Senior Vice President - Finance
                                        (Chief Financial Officer)

                                       23