8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported):  August 2, 2005
                                                        --------------

                            ULTRASTRIP SYSTEMS, INC.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)


             Florida                     000-25663                65-0841549
- ----------------------------------      -----------               ----------
 (State or other jurisdiction of    (Commission File No.)       (IRS Employer
          incorporation)                                     Identification No.)

                            3515 S.E. Lionel Terrace
                                Stuart, FL 34997
                                 (772) 287-4846
                                 --------------
                          (Address and telephone number
                         of principal executive offices)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On August 2, 2005, the Board of Directors of UltraStrip Systems, Inc.
(the "Company") approved an amendment (the "Stock Plan Amendment") to the
Company's 2003 Stock Option Plan for Outside Directors and Advisory Board
Members (the "2003 Plan"). The Stock Plan Amendment was approved by the Board of
Directors to (1) increase the maximum number of shares of common stock that may
be issued under the Stock Option Plan from 2,000,000 to 4,500,000 shares and (2)
to give the Chairman of the Board of Directors of the Company (a) an automatic
grant of 500,000 non-qualified options upon initial election or appointment as
Chairman and (b) an additional grant of 250,000 non-qualified options upon all
future re-elections or re-appointments as Chairman. The options shall be
exercisable for a 10-year period from the date of grant at Fair Market Value as
defined in the 2003 Plan. All grants of options to the Chairman for serving as
Chairman shall vest in two equal installments six and 12 months following the
date of each grant.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

                  Exhibit No.    Exhibit

                       10.1      Amendment No. 1 to the 2003 Stock Option Plan
                                 for Outside Directors and Advisory Board
                                 Members.


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                               ULTRASTRIP SYSTEMS, INC.


                                               By:  /s/ J.C. "Jim" Rushing, III
                                                      Chief Financial Officer

Date: August 8, 2005

EX-10.1

                                                                    EXHIBIT 10.1

                            ULTRASTRIP SYSTEMS, INC.


                                AMENDMENTS TO THE
                             2003 STOCK OPTION PLAN
                            FOR OUTSIDE DIRECTORS AND
                             ADVISORY BOARD MEMBERS



1.       Section 4(a) of the 2003 Stock Option Plan for Outside Directors and
         Advisory Board Members (the "Plan") is amended by increasing the number
         of shares available to be granted under the Plan from 2,000,000 to
         4,500,000.

2.       Section 5(b)(v) of the Plan is deleted and replaced with the following:

                 On the first business day following the date of each Annual
                 Meeting at which Outside Directors are elected by the Company's
                 shareholders, each elected Outside Director who has served as a
                 Director for at least the previous twelve (12) months shall
                 automatically be granted an Option to purchase Twenty Five
                 Thousand (25,000) Shares. In lieu of this grant, the Chairman
                 of the Board of Directors of the Company shall receive an
                 automatic grant of 500,000 non-qualified options upon initial
                 election or appointment as Chairman of the Board of Directors.
                 Upon all future re-elections or re-appointments as Chairman,
                 the Director shall automatically receive an additional grant of
                 250,000 non-qualified options. The options shall be exercisable
                 for a 10-year period from the date of grant at Fair Market
                 Value as defined in the Plan. Notwithstanding any provisions of
                 the Plan to the contrary, all grants of options to the Chairman
                 for serving as Chairman shall vest in two equal installments
                 six and twelve months following the date of each grant.