SecProbe.io

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		April 28, 2005

Mail Stop 4-6

Monte Ross
Chief Executive Officer
Ultradata Systems, Incorporated
1240 Dielman Industrial Court
St. Louis, MO 63132

Re:	Ultradata Systems, Incorporated
	Registration Statement on Form SB-2
	Filed April 1, 2005
	File No. 333-123764

	Form 10-KSB for the fiscal year ended December 31, 2004
	File No. 0-25380

	Form 8-K filed February 22, 2005
	File No. 0-25380

Dear Mr. Ross:

	This is to advise you that we have limited our review to the
matters identified below and have the following comments. Where
indicated, we think you should revise your documents in response
to
these comments.  With respect to the comments on the Form 10-KSB,
your response should be provided as soon as possible and not later
than May 12, 2005.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2
General
1. We note that the formula for conversion of the Convertible
Debentures differs in certain sections of your prospectus.  For
example, the formula that you describe on pages 4, 6, 17, 32, 37
and
38 does not appear to fully describe the illustrative calculations
you set forth on pages 32 and 38 under the heading "Sample
Conversion
Calculation."  In addition, both the conversion formula and the
sample calculations appear to differ from the description of the
conversion formula in Section 3.1 of your Convertible Debenture,
as
amended.  Please explain these inconsistencies on a supplemental
basis and revise your disclosure as appropriate.
2. Also, consider expanding your sample conversion calculation to
include a determination of the conversion price from the volume
weighted average prices in order to more prominently portray the
20%
discount.
3. According to your disclosure if the volume weighted average
prices
is below $.50 on any point during a month the holder is not
obligated
to convert any portion of the debenture that month.  Why then do
you
state, "accordingly there is no limit on the number of shares into
which the debenture may be converted?"
4. We note your discussions on pages 6 and 7 regarding the number
of
shares issued as a result of the Warrant and your related
explanatory
note.  Please revise your "Use of Proceeds" subsection in the
prospectus summary section to clearly indicate, if true, that you
are
registering the resale transaction of 100,000 shares of common
stock
underlying the Warrant, but have granted the right to purchase up
to
300,000 shares of common stock subject to certain adjustments.
Consider disclosing the same information, if relevant, for the
Convertible Debentures.
5. We note disclosure on pages 16, 32, and 37 that states Golden
Gate
has contractually committed to convert not less than 5% of the
Convertible Debenture and shares underlying the Warrants monthly.
This statement appears different from disclosure in your Notes to
Financial Statements, Convertible Debenture, Warrant and
disclosure
in the above-referenced Form 8-K.  Please advise.
6. In connection with our comments above, please also revise your
discussion of the conversion features of the Convertible Debenture
and Warrant, to include a discussion of the aggregate price that
would paid by Golden Gate upon full conversion and the conditions
that would reduce the aggregate purchase price similar to the
discussion contained in Note 14 to your financial statements and
in
the above-referenced Form 8-K.
7. Please revise your prospectus to include a discussion of
Section
2.5 of your Convertible Debenture.
Plan of Distribution
8. Please confirm that you and the selling shareholder are aware
of
our position on short sales.  See interpretation A.65 of the July
1997 Publicly Available Corp. Fin Telephone Interpretation Manual.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
9. Please revise your "Overview" subsection to provide more
balanced
disclosure concerning your financial situation.  While you briefly
mention declining sales due to internal problems of major
customers,
we note that your going concern opinion and disclosure throughout
the
prospectus discuss the termination of the AAA agreement and the
loss
of your largest customer as two crucial factors in precipitating
your
going concern issues.  Please revise your "Overview" subsection to
clearly indicate these factors and disclose the ramifications.
10. We note your general discussion concerning the termination of
your agreements with AAA.   However, please revise to describe the
ramifications of this termination, including without limitation,
quantifiable changes to your operations or augmentations to your
sales and marketing strategy that are specific to the loss of AAA.
Please pay particular attention to revising your business and
management`s discussion and analysis sections to describe, with
specificity, the changes the company will make and resulting
effects
from the termination.   Please provide similar disclosure
concerning
Media Solutions Services discontinuing orders.
11. In connection with the prior two comments please also revise
your
management`s discussion and analysis section to include a
discussion
of the reasons for, and resulting effects of, your backlog decline
from $973,865 to $68,147.
12. In your liquidity and capital resources subsection you mention
that you would have to curtail your future operations including
your
golf tournament. We note no other references to this tournament.
Please advise.

Signatures
13. Please revise your signature block to indicate, if true, that
Mr.
Clarke is also signing as controller or principal accounting
officer.

Legal Opinion
14. Please revise the legality opinion by Sichenzia Ross Friedman
Ference LLP to clearly reference the securities to be issued,
describing the type of security and maximum aggregate number to be
registered.
Form 10-KSB
Controls and Procedures
15. We note your statements in the Form 10-KSB that the principal
executive and financial officers have concluded that the company`s
disclosure controls and procedures were "sufficient to assure that
material information concerning the Company which could affect the
disclosures in the Company`s quarterly and annual reports is made
known to them by the other officers and employees of the Company,
and
that the communications occur with promptness sufficient to assure
the inclusion of the information in the then-current report."
Please amend this filing to state whether Ultradata`s disclosure
controls and procedures were effective as defined in paragraph (e)
of
Rule 13a-15.  Further, your definition of disclosure controls
appears
to be narrower than Rule 13a-15(e).  Please revise your Form 10-
KSB
accordingly.
16. You disclose that there were no "significant changes" in
Ultradata`s internal controls over financial reporting that could
"significantly affect those controls subsequent to the date on
which
Messrs. Ross and Clarke performed their evaluation."  In this
regard
it does not appear that your disclosure is consistent with the
requirements of Item 308(c) of Regulation S-B and Rule 13a-15(d).
Please revise your Form 10-KSB to indicate if during the quarter
ended December 31, 2004 there was "any change" that materially
affected or was reasonably likely to materially affect, your
internal
controls over financial reporting.

* * * * *

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions, please call Adam Halper, at (202)
824-5523.  If you require additional assistance you may contact
Perry
Hindin (202) 942-2822 or the undersigned, at (202) 942-1800.

      Sincerely,

      Barbara C. Jacobs
      Assistant Director

cc:	Via Facsimile
      Gregory Sichenzia, Esq.
      James Turner, Esq.
      Sichenzia Ross Friedman Ference LLP
      1065 Avenue of the Americas
            New York, New York 10018
	Phone: (212) 930-9700
      Fax: (212) 930-9725
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Ultradata Systems, Incorporated
April 28, 2005
Page 6

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