SecProbe.io

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Mail Stop 0306

						     June 20, 2005

Via U.S Mail and FAX (772) 781-4778

James C. Rushing III.
Chief Financial Officer
Ultrastrip Systems, Inc.
3515 S.E. Lionel Terrace
Stuart, Florida 34997

	Re:	Ultrastrip Systems, Inc.
		Form 10-KSB/A for Year Ended December 31, 2004
		Filed 5/2/05
		File No. 000-25663

Dear Mr. Rushing:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
future
filings in response to these comments.  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 information so we may better understand your disclosure.
After
reviewing this information, we may 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
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Item 8A - Controls and Procedures, page 24

1. Your statement that the chief executive officer and chief
financial officer have concluded that your disclosure controls and
procedures are effective "in timely alerting them to material
information which is required to be included in our periodic
reports
filed with the SEC..." may confuse an investor into believing that
your evaluation was limited to only those functions.  Please
revise
your disclosure in future filings to state, in clear and
unqualified
language, the conclusions reached by your chief executive officer
and
your chief financial officer on the effectiveness of your
disclosure
controls and procedures.  To the extent you continue to include a
description of disclosure controls and procedures, please ensure
that
your description is consistent with the one outlined in Rule 13a-
15(e) of the Exchange Act.

Financial Statements

Statement of Changes in Capital Deficit, page F-4

2. We note that you debit Accumulated Deficit for the preferred
stock
dividends.  Per SAB Topic 3C, the charge should be made against
additional paid in capital in absence of retained earnings. Please
revise future filings to comply with SAB Topic 3C or tell us why
you
believe your treatment is appropriate.

Note 4.  Investment in Affiliates, page F-10

3. We note that you have a 49.9% interest in UltraStrip Japan and
the
remaining 50.1% interest is split amongst five separate owners.
You
state that you account for the joint venture using the equity
method
because your investment is not majority owned or controlled.
Please
provide details to support your conclusion regarding the
accounting
for your interest in the joint venture considering the provisions
of
APB No. 18 and SFAS 94.  In your response, tell us who controls
the
day-to-day activities of the joint venture and discuss your
representation on the board of directors or similar oversight of
the
joint venture.  Tell us and revise future filings to disclose your
obligation to provide additional funding, inventory or equipment
to
the joint venture.  Secondly, tell us how you have considered the
provisions of FIN 46 and FIN 46R in concluding that the entity
should
not be consolidated in your financial statements.

4. We refer you to your disclosures regarding transactions with
UltraStrip Japan on page 16.  You disclose that you are selling a
system to a third party, who will then lease the system to
UltraStrip
Japan, your joint venture.  Tell us how you plan to account for
the
sale of the system to the third party.  Clarify why you will be
required to raise $1 million in order to complete the sale.  If
this
is a funding commitment and you plan to recognize revenue on the
sale, tell us why you believe such accounting would be
appropriate.
Revise future filings to clarify your accounting for the
transaction
and to clearly describe the nature of any contingencies involved
in
the sale of the system.

Note 7. Notes Payable, page F-11

5. Notes (iii) through (vii) on page F-14 discuss liabilities
which
were converted to a total of 2,835,274 shares of your common
stock.
In Note 8 on page F-15, you state that 3,510,274 shares of common
stock were issued to lenders in exchange for $3,644,906 of debt
and
accrued interest.  We note these amounts also appear on your
Statement of Changes in Capital Deficit.  Please reconcile between
the disclosures on page F-14 and the disclosures on page F-15 as
well
as the Statement of Changes in Capital Deficit.

Note 14. Commitment and contingences, page F-23

6. On page 16, you state that you plan to spend $500,000 in the
first
four months of 2005 to support the Water Culture Network.  In
light
of your working capital deficit and going concern disclosures,
please
tell us and revise future filings to disclose what obligations you
have as a founding sponsor to this network and how you plan to
fulfill these obligations.

Exhibit 31.1

7. We note that the certification filed contains an extra
paragraph
that is not currently set forth in Item 601(b)(31) of Regulation
S-B.
The required certification must be in the exact form prescribed;
the
wording of the required certification may not be changed in any
respect, except for the modifications temporarily permitted to be
made to the fourth paragraph of the certification required to be
filed as Exhibit 31 pursuant to Part III.E of Release No. 33-8238.
Accordingly, please revise future filings to include the
certification in the form currently set forth in Item 601(b)(31)
of
Regulation S-B.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact Praveen Kartholy, Staff Accountant, at (202)
551-3778 or Kevin Vaughn, Reviewing Accountant, at (202) 551-3643,
or
me at (202) 551-3327 if you have questions regarding these
comments.

	Sincerely,

							   	Michele Gohlke
						Branch Chief
Mr. James C. Rushing III.
Ultrastrip Systems, Inc.
June 20, 2005
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