SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549
                                FORM 10-KSB/A
                              (Amendment No. 2)

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 2004

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from_____ to_____        

                      Commission File Number:   0-25380

                       ULTRADATA SYSTEMS, INCORPORATED
               ----------------------------------------------
               (Name of small business issuer in its charter)

          Delaware                               43-1401158           
  -------------------------------------------------------------------------
  (State or other jurisdiction of         (IRS Employer Identification No.)
  incorporation or organization)                                 

         1240 Dielman Industrial Court, St. Louis, MO.       63132
        ------------------------------------------------------------
         (Address of principal executive office)         (Zip code)

      Issuer's telephone number, including area code: (314) 997-2250

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock, $.01 Par Value
                      ----------------------------
                             (Title of Class)

     Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months 
(or for such shorter period that the Registrant was required to file such 
reports) and (2) has been subject to such filing requirements for the past 
90 days.   Yes [X]     No [ ]

     Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 
be contained, to the best of registrant's knowledge, in definitive proxy 
or information statements incorporated by reference in Part III of this 
Form 10-KSB or any amendment to the Form 10-KSB.   [X]      

   State the issuer's revenues for its most recent fiscal year: $3,970,434

     The aggregate market value at March 4, 2005 of the voting stock held 
by non-affiliates, based on the closing price as reported by the OTC 
Bulletin Board, was approximately $3,140,992.  The aggregate market value 
has been computed by reference to a share price of $0.49 (the price at 
which stock was sold, or the average bid or asked price of such stock on 
March 4, 2005).  All directors, officers, and stockholders owning more 
than five percent of the outstanding common stock of the Registrant have 
been deemed "affiliates" for the purpose of calculating such aggregate 
market value.

     The number of shares outstanding of the issuer's common stock, as of
March 4, 2005, was 6,410,187

Transitional Small Business Disclosure Format:      Yes [ ]    No [X]      

           DOCUMENTS INCORPORATED BY REFERENCE:        None

Amendment No. 2
---------------
This amendment is being filed in order to modify the disclosure set forth
under Item 8A - Controls and Procedures.

This amended Annual Report has not been updated, except for the
correction to Item 8A.  As a result, this amended Annual Report 
contains forward-looking information which has not been updated for 
events subsequent to the date of the original filing.  All information 
in this amended Annual Report is subject to updating and supplementing 
by means of the periodic reports that the Company has filed after the 
original filing date of the Annual Report.



             YOU SHOULD NOT RELY ON FORWARD LOOKING STATEMENTS

     This annual report contains a number of forward-looking statements
regarding our future prospects.  Among the forward-looking statements are 
descriptions of our plans to introduce new products to the market, to 
expand our customer base, to develop products for ease of travel, and to 
return our company to profitability.  These forward-looking statements are 
a true statement of our present intentions, but are neither predictions of 
the future nor assurances that any of our intentions will be fulfilled.  
Many factors beyond our control could act against Ultradata in its efforts 
to develop and market its products.  Among these factors are:

     *  The fact that our financial resources are minimal and will not
sustain us past this year without continued success of the 
Talking Road Whiz(tm) product line;

     *  The fact that our lack of capital severely limits our ability to 
market our products.  As a result, the loss of a significant 
customer could imperil the marketing of an entire product line;

     *  The difficulty of attracting mass-market retailers to a seasonal 
product like the Talking Road Whiz(tm).

        There may also be factors that we have not foreseen which could 
interfere with our plans.  In addition, changing circumstances may cause 
us to determine that a change in plans will be in the best interests of 
Ultradata.  For this reason, you should not place undue reliance on any of 
the forward-looking statements in this report, as there is a significant 
risk that we will not be able to fulfill our expectations for Ultradata.

                                   PART I

ITEM 1. BUSINESS

Overview

     The Company mission is to aid the road traveler with useful 
information with products easy to use and affordable in price.  Since 1987 
we have been engaged in the business of manufacturing and marketing 
handheld computers that provide travel information.  The products are 
based upon a data compression technology that we developed, portions of 
which we have patented.  Recent developments in communications and speech 
technology have opened up new opportunities for us to integrate our 
technology and create new products merging these technologies with our 
own.  The Company is completing development of several new products which 
are based on adding significant features to the successful Talking Road 
Navigator such as a Spanish-speaking unit and a voice-recognition unit 
which allows for hands-free operation.  These new products are consistent 
with our goal of improved ease of use by the consumer.  The Spanish-
speaking unit was completed in 2004 and initial deliveries to customers 
have been made.  The voice-recognition unit should be completed and 
available for sale in Spring 2005.  The voice recognition product is 
called the Road Genie Audio Navigation System and represents a quantum 
jump in user convenience.  We believe this product will achieve 
significant success in 2005.

     The Company has sold over 3 million of its low-cost handheld travel 
computers, demonstrating that there is a market for travel information 
products.  To re-awaken that market with an improved product that speaks, 
the Company has developed a Talking Road Whiz(tm).  Significant deliveries 
of this product began in September of 2003 and, the Company received 
significant revenue in the last four months of 2003 from sales of this new 
addition to its product line.  Company earnings in the fourth quarter of 
2003 were sufficient to offset losses in the first three quarters of 2003.  
This success continued in the first two quarters of 2004, which have 
traditionally been weak quarters for Ultradata.  Our growth was stalled, 
however, in the second half of 2004, when our primary distributor and one 
significant customer both ceased placing orders.  We are now engaged in 
efforts to replace those lost sales.

                                   -2-

     Each of our consumer products is designed to allow the consumer to 
access useful information stored in a convenient manner.  Our handheld 
computers generally sell at retail prices between $19.95 and $59.95 per 
unit.  The products have been available in retail mass-market chains, 
catalogs, credit-card inserts, and other channels.
        
     The goals of the Company's research and development investments are 
targeted at attaining the right product at the right price.  There are 
over 125 million drivers in the U. S., and there is a great demand for 
useful, easy-to-access information for convenience and safety on the road.  
Low-cost products that achieve these benefits have a significant niche in 
the marketplace.  Thus far, Management feels the Company has barely 
penetrated this huge, largely untapped market.  The Company expects to 
continue to exploit this niche over the next few years by bringing the 
results of merged technologies to bear on the goals stated above with 
significant impact on Company sales and profits.  Ease of use and low cost 
are major considerations.  With the new voice-recognition unit, we believe 
we are close to tapping this large market.  The introduction of expensive 
GPS navigation systems has brought more awareness to this category.  
However, most consumers do not wish to pay over $500 or monthly fees for 
directions.  Our low-cost user-friendly products offer an affordable 
alternative.
        
Handheld Travel Computers

     The Road Whiz(tm) Line of Products
        
     Our core business is a line (currently 7 products) of hand-held 
computers that utilize our proprietary data compression technology to 
provide a library of information in a pocket-size box.  Most of the 
products contain travel information, customized to specific markets, and 
so the flagship products have carried variations of the trademark "Road 
Whiz(tm)."  Within the chip that powers a Road Whiz(tm) can be found
information regarding over 100,000 services and amenities along the U.S.
Interstate Highway System and directions on how to reach the service or
amenity of choice.  Some versions of the Road Whiz(tm) also contain
information about services and attractions within the cities linked by
the Interstate Highway System, and some versions include U.S. highways
as well as Interstates.  The products also provide distances between major
U. S. cities, with over 100,000 pre-calculated routes.  The service
information provided by a Road Whiz(tm) product includes directions
and mileage to gas stations, hotels, motels, hospitals, and 24-hour
restaurants, as well as highway patrol emergency numbers.  We sell
our handheld products through independent sales representatives,
mass merchandise retailers, catalog companies, department stores,
office supply stores, direct mail promotions, luggage stores and
selected television shopping channels.
        
     We have achieved a significant advance in the technology in our 
product with the introduction of the Talking Road Whiz(tm).  The unit speaks 
in a clear, loud, real voice appropriate prompts for the user's next 
action as well as the information presented on the display.  This 
technological improvement makes the unit easier to use and more attractive 
to buy, and paves the way for other applications of this new technology 
such as the new Road Genie(r) Audio Navigation System.  This new product 
enables the user to operate the unit hands-free with eyes on the road.  It 
will recognize voice commands and respond with appropriate recorded voice 
responses - not computer-generated voice.

     Among the other hand-held products we currently offer are the following:

     Road Whiz(tm) Plus provides complete routing information for over 90 
cities, giving driving distances, driving time and detailed directions.  A 
similar product made by Ultradata is sold by one of our major distributors 
under the name Auto Pilot(tm).  Our products are designed to be marketed by 
mass merchandise retailers.

     The Road Whiz(tm) RV Special adds to the standard Road Whiz(tm) features 
useful for an RV owner, such as the location of dump stations and the 
availability of parking for recreational vehicles at restaurants, and is

                                   -3-



sold through RV magazines and Camping World stores.  It contains over
60,000 services and stored routes between 250 cities.

     Our Marketing Strategy
        
     After our initial public offering of securities in 1995, we were 
able to commence widespread marketing of the handheld products.  We priced 
them to the upper range gift market ($49 to $129) and focused our 
marketing efforts on direct sales through television and print ads, as 
well as through a sales representative network.  That strategy was 
successful in expanding our sales for three years, while the products were 
new to the market.  The expansion of sales, however, did not bring with it 
a proportionate expansion of profits.  Too many of our marketing 
techniques were only marginally profitable, and as our products lost some 
of their newness, marketing techniques such as direct mailing produced 
diminishing returns.  For that reason, beginning late in 1998 we revised 
our marketing strategy.  Products without the voice feature now generally 
retail for $19.95 to $29.95.  At this price point, we expected to gain 
sufficient volume to achieve economies of scale with new low-cost 
manufacturing methods, permitting us to operate profitably at a lower 
level of annual sales.  We have been successful in reducing the cost of 
marketing as well as other operating costs.  In addition, we successfully 
increased the volume of sales in 2003 and reached profitability.
        
     In 2004, we expected to have the entire year for Talking Road Whiz(tm) 
sales as compared with only the last four months of 2003.  However, market 
forces and business problems for some of our biggest customers truncated 
Talking Road Whiz(tm) sales to those customers in the latter half of the 
year.  We are consequently attempting to broaden the markets for our 
products in 2005 and are taking on the tasks of promoting the products 
that traditionally have been performed by our customers.  This development 
will add to our marketing costs in 2005 but should permit us to command a 
higher margin than we could with customers burdened with these tasks and 
expenses themselves.

     Distribution through mass merchandise channels accounted for almost 
75% of our revenue in 2004.  We expect that a small group of mass-market 
channels will continue to be an important source of sales for our handheld 
computer products.  We also expect to increase the share of direct sales 
as result of these new marketing initiatives mentioned above.  The 
following table identifies the most significant customers on the basis of 
sales in the past two years as well as other mass-market retailers that 
carry our products.  In 2002, sales emphasis shifted from mass-market 
retailers to other channels of mass distribution that require far less 
marketing costs.  This approach continued throughout 2003 and 2004.
        
Channel of Distribution

                           2004 Sales   % of Sales   2003 Sales   % of Sales
                           -------------------------------------------------
Media Solutions Services   $ 2,200,642    55.4%      $ 1,608,052     56.2%
Office Max                 $   560,352    14.1%                -        -
QVC                        $   484,219    12.2%      $   481,619     16.8%
AAA Clubs                  $   162,220     4.1%      $   118,657      4.1%

     Central to the marketing strategy is our effort to develop a variety 
of distribution paths, so as to maximize our penetration of the potential 
market for our products.  Our 2005 success depends on steering our 
marketing thrust more to direct sales through TV advertising and to use 
those inroads to pull sales through retail channels in response to the TV 
ads. 

     The objective of this marketing strategy is an increase in sales 
revenue and gross margin with attendant increases in selling expenses.  
With expected success of existing proven products as well as new products 
soon to be available in the marketplace, we expect to continue the 
profitability begun in 2003 and exhibited in 2004.

                                   -4-


     Manufacturing

     We do not manufacture any of our products.  We retain assemblers to 
manufacture the products.  At present, there is one manufacturer to whom 
we contracted all of our assembly work in 2004.  Each year, the 
manufacturer quotes prices to us based upon estimated annual quantities.  
Exact pricing is usually good for 90 days.  Significant changes in chip 
prices result in similar changes from our manufacturer.  Then we place 
individual purchase orders for production. Our arrangements with this 
manufacturer - up to the point of a purchase order - are terminable at 
will by either party.  If the manufacturer becomes unavailable to us, 
alternate sources would be readily available.  Nevertheless, the sudden 
loss of our manufacturer or unanticipated interruptions or delays from our 
present manufacturer would likely result in a temporary interruption to 
our planned operations.

     Backlog
        
     As of March 4, 2005 our total backlog was $68,147, as compared to 
$973,865 on March 7, 2004.

     Patents

     We own four patents - two that are utilized in our present Road 
Whiz(tm) products.  They provide us a technological advantage which, to date, 
has prevented any similar product from appearing.  One patent covers our 
method of compressing data relating to travel information.  This 
compression technology permits our travel products to store more data on 
smaller and less expensive memory devices.  The second patent covers the 
methodology that enables our travel devices to account for changes that 
occur when the traveler crosses a state border.  We have another patent 
involving electronic coupons while traveling that we believe would be 
valuable for future use in up-scale travel information products.
        
     We hold two additional patents that have potential utility in the 
road navigation market.  Patent 5,943,653 was awarded in August, 1999 and 
covers the delivery of electronic coupons in a handheld computer for 
discounts of services.  The technology can be combined with a location 
function to cause time and site-specific coupons to be delivered to the 
driver offering, for example, a discount at the upcoming hotel.  We would, 
of course, receive a fee for each customer that the hotel gained in this 
fashion.

     The other related patent, which was awarded in May of 1999, covers a 
method of integrating a GPS receiver into a radar detection device.  By 
use of this patented technology, it becomes practical to eliminate many 
false radar detection alarms, as well as to provide audible warnings of 
speed zones. 
         
     Database Research
        
     A broad and accurate database is essential to the success of our 
products. For this reason, we have developed a systematic approach to 
updating our ROAD WHIZ database.  A significant part of the ROAD WHIZ
database is gathered and verified by "Road Helpers."   Road Helpers are 
generally retirees and others that travel extensively and report to us 
regarding the facilities they encounter.  The data provided by the Road 
Helpers is, in turn, reviewed and augmented at our corporate headquarters 
along with use of publicly available information from chains and states on 
businesses and facilities.  

     Competition

     To date, we have not faced significant competition in selling our 
handheld computer products.  The primary reasons for the lack of 
competition are:

     * Our patented data compression technology permits the storage of 
unusually large volumes of information in low-cost devices.

                                   -5-


     * Our database is unique, and it would be time-consuming to 
replicate it.

     * We have fourteen years of experience in developing this line of 
products, which gives us insight into the needs and desires of the 
traveling consumer.

     * We have a simple, low-cost design for our products, which 
employs a minimum of parts.

     * We have developed low-cost, but high quality manufacturing 
sources.

     * The devices that perform functions similar to those performed by 
our handheld products are considerably more expensive, and often 
lack the data quality of our products.
        
     These several factors have, thus far, served as a barrier to any 
effective competition with our handheld products.   
        
Research and Development

     Ultradata performs ongoing research and development, seeking to
improve existing products and to develop new products.  These activities 
are primarily conducted at our corporate headquarters, although we 
periodically engage outside computer system design consultants to expedite 
the completion of the development and test stages.  The success of the 
Talking Road Whiz(tm) came directly from our R&D efforts, and we plan to 
carry the product line to the next level of voice recognition.  This 
feature promises to further simplify product use and attract a wider 
market by requiring less of the user to access valuable information.

     In 2004, the Company incurred $140,507 in research and development
costs compared to $63,156 in 2003.  Research activities for 2004 were 
primarily focused on continued development of the Talking Road Whiz(tm) 
products and the Road Genie(tm) Audio Navigation System.  In 2005, we plan 
to add features to the Road Genie(tm) which will enhance its usefulness to 
the road traveler.  We plan to develop a digital voice recorder feature to 
be added in late 2005.  Further, we have been developing a cell-phone 
application that would make our software and database available to a cell-
phone user who opts to subscribe to this service thought his service 
provider.  We see this channel as a new opportunity for revenue from our 
patents.  Thus, two different paths to enhance profitability will be 
advanced in 2005: the voice-activated Road Genie(tm) with a digital voice 
recorder and the cell-phone Road Whiz application.

Employees

     The Company currently has 8 full-time employees, including four
officers, all of whom are located at the Company's headquarters in St. 
Louis, Missouri.  The Company employs two people in sales, customer 
service and shipping, two people in executive management and 
administration, two people in product development, and two people in 
inventory management and accounting.  None of the Company's employees 
belongs to a collective bargaining union.  In addition, a number of part-
time consultants are retained for database research, website development 
and maintenance, and software development.  The Company has not 
experienced a work stoppage and believes that its employee relations are 
good.


Item 2. PROPERTIES

     Our headquarters, principal administrative offices, and research and
development facilities are located in approximately 5,000 square feet of 
leased office space in an industrial building located at 1240 Dielman 
Industrial Court, St. Louis, Missouri.  The Company pays a monthly rent 
plus 16% of all building expenses under a new lease that expires October 
31, 2005.  The Company maintains no manufacturing operations on site and 
employs outside contractors to perform all of its manufacturing 
requirements.

     Aggregate rental expense totaled $45,500 for 2004, compared to
$47,299 in 2003.  The Company believes that its facilities are adequate 
for the Company's present and foreseeable requirements.

                                   -6-


Item 3. LEGAL PROCEEDINGS

     On February 14, 2005, Ultradata filed suit against Office Max, Inc.,
in the Circuit Court of St. Louis County, State of Missouri, for the 
collection of $190,320 outstanding on deliveries for Purchase Orders 
placed with the Company plus 9% per annum interest from July 18, 2004.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                 PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS,
        AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

    (a) Market Information

    The following table sets forth the prices for the Company's Common
Stock (OTC Bulletin Board: ULTR) for the eight quarters starting January 
1, 2003 and ending December 31, 2004.  Since August 29, 2001 the Common 
Stock has been quoted on the OTC Bulletin Board.  The bid prices quoted 
reflect inter-dealer prices without retail mark-up, mark-down or 
commission, and may not represent actual transactions.



                                    Bid                        
Quarter Ending               High         Low
                             -----------------
March 31, 2003               0.30         0.13
June 30, 2003                0.16         0.05
September 30, 2003           0.16         0.10
December 31, 2003            0.17         0.12

March 31, 2004               1.52         0.15
June 30, 2004                2.09         1.47
September 30, 2004           1.50         0.57
December 31, 2004            0.91         0.41
        
     (b)     Shareholders

     At January 31, 2005, there were 124 registered stockholders of
record of the Company's Common Stock.  Based upon information from nominee 
holders, the Company believes the number of owners of its Common Stock 
exceeds 3,000.

     (c)     Dividends

     The Company has never paid or declared any cash dividends on its
Common Stock and does not foresee doing so in the foreseeable future. The 
Company intends to retain any future earnings for the operation and 
expansion of the business.  Any decision as to future payment of dividends 
will depend on the available earnings, the capital requirements of the 
Company, its general financial condition, and other factors deemed 
pertinent by the Board of Directors.  

     (d)     Sale of Unregistered Securities

     The Company did not sell any securities during the 4th quarter of
2004 that were not registered under the Securities Act.

     (e)     Repurchase of Equity Securities

     The Company did not repurchase any of its equity securities that
were registered under Section 12 of the Securities Act during the 4th 
quarter of 2004.
                                   -7-

        
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND 
        FINANCIAL CONDITION
         
     Overview
        
     The downward sales trend was reversed in 2003 due to the successful 
introduction of the Talking Road Whiz(tm) in the third quarter of 2003.  The 
success of this new product enabled the Company to overcome losses in the 
first three quarters of the year with a superb fourth quarter and be 
profitable for the year.  In 2004, this trend continued through the first 
two quarters of the year.  In the second half of the year, sale declined 
due to internal problems at two of our major customers.  We are working to 
rectify that situation in 2005 by expanding our channels of distribution 
and introducing new attractive products.  Because of our present lean 
operation, profitability can take place at a lower level of sales than in 
previous years.

     Results of Operations
        
     SALES.  Sales for 2004 increased 38.7% to $3,970,434 from $2,863,258 
in 2003 due to the success of the Talking Road Whiz(tm) in the first half of 
2004.  Our plan is to continue to pursue mass-market outlets for both our 
traditional products as well as new products and to grow sales in this 
fashion.  In addition, we have engaged the services of new representative 
organizations in an effort to reach new retail sales channels with which 
they have significant contacts.

     GROSS PROFIT.  Because of the increase in sales of new products, our
gross profit in 2004 was $1,943,678, or 49.0% of sales, compared to 
$1,376,716, or 48.1% of sales, in 2003.

     SELLING EXPENSES.  During 2004, we incurred $329,137, or 8.3% of
sales, in advertising, promotion, and marketing program expenses, as 
compared to $253,564, or 8.9% of sales, in 2003.  The reduced percentage 
is primarily due to the increased sales base.  Our 2005 plan expects an 
increase in similar selling costs on the order of 12% in pursuit of direct 
channels and the costs associated with reaching that market.

     RESEARCH AND DEVELOPMENT EXPENSES.  Our research and development
expenses in 2004 were $140,507 as compared with $63,156 in 2003, an 
increase of $77,351, or 122.5%.  The primary reason for the increase was 
the fact that an additional engineer was hired to develop the software for 
the Road Genie(tm), the Spanish Talking Road Navigator, and for other R&D 
activities.  We will continue to perform research and development in our 
own niche market, leading to improved products.  R&D work in early 2005 
will be devoted to completing the Road Genie,pursuing other 
applications of this new speech-recognition technology, and developing the 
cell-phone Road Whiz.

     GENERAL AND ADMINISTRATIVE EXPENSES.  Our G&A expenses were
$1,151,439 in 2004 as compared to $876,528 in 2003, representing an 
increase of $274,911, or 31.4%.  This increase is primarily due to the 
recognition an unexpected bad-debt expense of $170,000 that we are 
continuing to pursue through legal action.  Another source of increased 
expense is the resumption of our employee matching savings plan that we 
had suspended throughout most of 2003.

     OTHER EXPENSE.  During 2004, other expense was ($4,773) compared to
($73,773) in 2003, a decrease of $69,000, or 93.5%.  This reduction was 
due to the elimination of most of the interest-bearing debt that had 
burdened this item in 2003.

     NET INCOME.  As a result of the foregoing, net income for 2004 was
$317,822 as compared to $109,695 for 2003.  Net income available to common 
stockholders for 2004 was $317,822, or $0.05 per basic and diluted share, 
compared with $104,505, or $0.02 per basic and diluted share in 2003, 
including $5,190 of preferred dividends.

     Liquidity and Capital Resources
        
     The Company has achieved a significant increase in its cash position 
during the year.  Cash provided by operations more than offset the cash 
used in capital expenditures and paying off remaining debt, such that a
surplus of $383,040 was added to the cash assets of the Company.

                                   -8-


     Disappointing sales in the latter half of 2004 and difficulty 
collecting a key receivable has put pressure on our cash reserves going 
into 2005.  As a result, we have entered into an agreement with Golden 
Gate Investors to provide needed working capital in 2005 in order to 
promote the Road Genie(tm) and other new products.  The specific terms of 
the arrangement are set forth in Note 15 to our financial statements. The 
agreement contemplates that Golden Gate Investors will provide us $90,000 
per month by purchasing our common stock at a discount to the market 
price, commencing when the Securities and Exchange Commission declares 
effective a prospectus that will permit Golden Gate Investors to resell 
the shares to the public.  The transaction, which may involve up to 
$3,300,000 in additional capital, is likely to put pressure on the market 
price of our common stock.  Without the transaction, however, we would be 
unable to fund the introduction of Road Genie(tm).  Since we are optimistic 
about the prospects of the Road Genie(tm) to lead the Company to a 
profitable 2005 and beyond, we believe that the transaction with Golden 
Gate Investors is in the best interests of Ultradata.

Impact of Accounting Pronouncements
         
Critical Accounting Policies and Estimates

In preparing our financial statements we are required to formulate working
policies regarding valuation of our assets and liabilities and to develop
estimates of those values.  In our preparation of the financial statements
for 2004, there were estimates made which were (a) subject to a high degree
of uncertainty and (b) material to our results.  Those were

     *   Estimating returns and allowances
         
     *   Estimating allowance for doubtful accounts
         
     *   Estimating reserve for excess and obsolete inventory
         
     *   Estimating a tax asset valuation allowance
         
     (1) our determination, detailed in Note 11 to the Financial Statements,
that we should record a valuation allowance for the full value of the
deferred tax asset created by our net operating loss carryforward.  The
primary reason for the determination was our lack of certainty as to whether
Ultradata would carry on profitable operations in the future, and (2) the
reserving of a receivable that has required the Company to file a collection
suit.  The aging of the receivable from a company undergoing some business
problems has led us to be in significant doubt as to its collectibility.

We made no material changes to our critical accounting policies in connection
with the preparation of financial statements for 2004.

Estimating returns and allowances
 
Net revenue consists of product revenue reduced by estimated sales returns
and allowances. To estimate sales returns and allowances, we analyze, both
when we initially establish the reserve, and then each quarter when we review
the adequacy of the reserve, the following factors: historical returns,
current economic trends, levels of inventories of our products held by our
customers, and changes in customer demand and acceptance of our products.
This reserve represents a reserve of the gross margin on estimated future
returns and is reflected as a reduction to accounts receivable in the
accompanying consolidated balance sheet. Increases to the reserve are
recorded as a reduction to net revenue equal to the expected customer credit
memo and a corresponding credit is made to cost of sales equal to the
estimated cost of the returned product. The net difference, or gross margin,
is recorded as an addition to the reserve. Because the reserve for sales
returns and allowances is based on our judgments and estimates, particularly
as to future customer demand and acceptance of our products, our reserves
may not be adequate to cover actual sales returns and other allowances.
If our reserves are not adequate, our future net revenues could be adversely
affected.
                                    -9-



Estimating allowance for doubtful accounts
 
As needed based on specific customers' circumstances affecting his
probability of payment, we reserve an allowance for losses we may incur as
a result of our customers' inability to make required payments.  Any increase
in the allowance results in a corresponding increase in our general and
administrative expenses. In establishing this allowance, and then evaluating
the adequacy of the allowance for doubtful accounts each quarter, we analyze
historical bad debts, customer concentrations, customer credit-worthiness,
current economic trends and changes in our customer payment terms.  If the
financial condition of one or more of our customers deteriorates, resulting
in their inability to make payments, or if we otherwise underestimate the
losses we incur as a result of our customers' inability to pay us, we could
be required to increase our allowance for doubtful accounts which could
adversely affect our operating results.  We have a case whereby the aging
of the receivable from a company undergoing some business problems has led
us to be in significant doubt as to its collectibility and has caused us to
institute legal proceedings for collection.  This situation has caused the
allowance to be unusually large in the present financial statements.
 
Estimating reserve for excess and obsolete inventory
 
We identify excess and obsolete products and analyze historical usage,
forecasted production based on demand forecasts, current economic trends,
and historical write-offs when evaluating the adequacy of the reserve for
excess and obsolete inventory. This reserve is reflected as a reduction to
inventory in the accompanying consolidated balance sheet, and an increase
in cost of revenues. If actual market conditions are less favorable than our
assumptions, we may be required to take additional reserves, which could
adversely impact our cost of revenues and operating results.          

Estimating a tax asset valuation allowance
         
Note 11 to the Financial Statements details our determination that we should
record a valuation allowance for the full value of the deferred tax asset
created by our net operating loss carryforward.  The primary reason for the
determination was our lack of certainty as to whether Ultradata would carry
on profitable operations in the future. 

We made no material changes to our critical accounting policies in connection
with the preparation of financial statements for 2004.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition or
results of operations.
         
There were no recent accounting pronouncements that have had or are 
likely to have a material effect on the Company's financial position or 
results of operations. 
        
Item 7. FINANCIAL STATEMENTS	

     The financial statements of Ultradata Systems, Incorporated,
together with notes and the Report of Independent Certified Public 
Accountants, are set forth immediately following Item 14 of this Form
10-KSB.

Item 8. Changes in and Disagreements with Accountants on Accounting 
        and Financial Disclosure.

     Not applicable.

Item 8A.  Controls and Procedures

     Evaluation of Disclosure Controls and Procedures:  As of December 31, 
2004, the Company's management carried out an evaluation, under the 
supervision of the Company's Chief Executive Officer and the Chief 
Financial Officer, of the effectiveness of the design and operation of the 
Company's system of disclosure controls and procedures pursuant to the 
Securities and Exchange Act (Rules 13a-15(e) and 15d-15(e) under the 
Exchange Act).  Based upon that evaluation, the Chief Executive Officer and 
Chief Financial Officer concluded that our disclosure controls are effective
to provide reasonable assurance that information we are required to disclose
in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and that such information
is accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

     Changes in internal controls:  There were no changes in internal 
controls over financial reporting that occurred during the period covered
by this report that have materially affected, or are reasonably likely to
materially effect, our internal control over financial reporting.


                                   -10-

                                 PART III 
        
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table lists certain information regarding the officers
and directors of the Company as of March 10, 2004:

NAME                       AGE        POSITION            
---------------------------------------------------------------------
Monte Ross                 72         Chief Executive Officer, Director
Ernest Clarke              65         President & Chief Financial Officer, 
                                       Director
Mark L. Peterson           48         Vice President-Engineering, Secretary, 
                                       Director
Donald Rattner             72         Director
H. Krollfeifer, Jr.        64         Director
Matthew Klapman            35         Director
        
     Directors hold office until the election and qualification of their 
successors at a meeting of the Company's stockholders.  Officers hold 
office, subject to removal at any time by the Board, until their 
successors are appointed and qualified.

     Background of Directors and Executive Officers:

     Monte Ross founded the Company in 1986 and has served as its Chief
Executive Officer and Chairman since inception.  He also served as 
President until April 2001.  For over 20 years prior to founding the 
Company, Mr. Ross was employed by McDonnell Douglas Corporation (now 
Boeing) in a variety of positions.  When he left McDonnell Douglas, Mr. 
Ross was Director of Laser Systems, responsible for the group of 
approximately 400 employees, which developed the first space laser 
communication system and first space laser radar.  Mr. Ross is a Fellow of 
the Institute of Electrical and Electronic Engineers and the past 
President of the International Laser Communication Society.  Mr. Ross was 
awarded a Master of Science degree in Electrical Engineering by 
Northwestern University in 1962.  He is the father-in-law of Mark L. 
Peterson, the Company's Vice President-Engineering.

     Ernest Clarke has been a Director of the Company since it was
founded in 1986.  From August 1990 to June 1999 he served as Vice 
President - Government Programs.  He then served as Company's Vice 
President - Controller from June of 1999 until April 2001.  He was 
elevated to President in April 2001.  For over 20 years prior to joining 
Ultradata, Mr. Clarke was employed by McDonnell Douglas Corporation (now 
Boeing) in a variety of positions.  When he left McDonnell Douglas, Mr. 
Clarke was its Laser Product Development Manager with responsibility to 
supervise over 40 engineers.  Mr. Clarke was awarded a Master of Science 
degree in Electrical Engineering by Stanford University in 1966.

     Mark L. Peterson has been a Director of the Company since it was
founded in 1986.  He has served as the Company's Vice President of 
Engineering since 1988.  He is responsible for the design of the Company's 
hand-held products.  During the four years prior to joining the Company, 
Mr. Peterson was employed by McDonnell Douglas Corporation as an 
electronics engineer for fiber optic products and satellite laser cross-
link programs.  Mr. Peterson was awarded a Master of Science degree in 
Electrical Engineering by Washington University in 1980.  He is the son-
in-law of Monte Ross.	

     Donald Rattner joined the Company in 1999 to serve as a member of
the Board of Directors.  Mr. Rattner is a member/partner in BrookWeiner, 
LLC, a Chicago-based accounting firm, and a member of the American 
Institute of Certified Public Accountants and the Illinois CPA Society.  
He has served on the boards of several corporations.

     H. Krollfeifer, Jr. joined the Company in 2000 to serve as a member
of the Board of Directors.  Mr. Krollfeifer is retired after 35 years in 
the equipment leasing and financing industry.  He has worked closely with 
The American Association of Equipment Lessors (AAEL), an industry trade 
group for which he served as a speaker, lecturer, and teacher for various 
educational programs starting in 1986.  That organization evolved into The 
Equipment Leasing Association of America (ELA), and Mr. Krollfeifer was 
added to their training faculty in January 2000 where he continues to 
serve on a part-time basis.

     Matthew Klapman joined the Company in 2002 to serve as a member of
the Board of Directors.  Mr. Klapman is the CEO of Future Vision 
Technologies, Inc., which he co-founded 1990.  He has maintained a strong 
career in technological innovation, business strategy, negotiation, and 

                                   -11-



team management.  He has invented and developed a myriad of products in
the video, 3-D graphics, and communication fields.  As a Director at 
Motorola, he developed the computer graphics and marketing strategy for 
its corporate strategy office and broadband wireless communications 
sector.  In addition, as Director of Research and Development for 
Motorola's Personal Communications Sector, he spearheaded the creation of 
the new user interface platform that is the basis for all of Motorola's 
cellular phones.  He has developed products and designs that have earned 
several industry awards.  He received a B.S. in Computer Engineering and a 
J.D. from the University of Illinois at Urbana.  He holds 4 issued and 7 
pending patents. 
        
AUDIT COMMITTEE
        
     The Board of Directors has appointed an Audit Committee of the
Board.  The present members of the Audit Committee are Donald Rattner and 
H. Krollfeifer, Jr.  The Board of Directors has determined that Donald 
Rattner is qualified to serve as an "audit committee financial expert", as 
defined in the Regulations of the Securities and Exchange Commission.  Mr. 
Rattner is an "independent director", as defined in the Regulations of the 
Securities and Exchange Commission.
        
CODE OF ETHICS
        
     The Company has adopted a "Code of Business Ethics for Ultradata 
Systems, Inc."  The Code is applicable to all employees of the Company, 
including its principal executive officer, principal financial officer, 
principal accounting officer, or persons performing similar functions.  
The Company will provide a copy of the Code of Ethics, without charge, to 
any person who submits a request in writing to the President of the 
Company.  

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
        
     None of the directors, officers, or beneficial owners of more than 
10% of Ultradata's common stock failed to file on a timely basis reports 
required during 2004 by Section 16(a) of the Exchange Act.
        
Item 10. EXECUTIVE COMPENSATION 
        
     The following table sets forth all compensation awarded to, earned 
by, or paid by Ultradata to executives for services rendered in all 
capacities to Ultradata during each of the last three fiscal years.  There 
was no other executive officer whose total salary and bonus for the fiscal 
year ended December 31, 2004 exceeded $100,000.


                               Annual           Long-term Compensation
                            Compensation       ------------------------
Name & Position            Year     Salary       Bonus      Other     Options
------------------------------------------------------------------------------
Monte Ross,                 2004   $ 167,880    $     -    $     -       (3)
  Chief Executive Officer   2003   $ 157,367    $     -    $     -
                            2002   $ 152,938    $     -    $     -       (1)

Ernest Clarke               2004   $ 111,040    $     -    $     -       (4)
  President                 2003   $ 103,695    $     -    $     -
                            2002   $ 103,783    $     -    $     -       (2)

Mark Peterson               2004   $ 101,152    $     -    $     -       (6)
 Vice President-Engineering 2003   $  93,101    $     -    $     -
                            2002   $  97,877    $     -    $     -       (5)

                                   -12-


(1)  During 2002 the Board's Stock Option Committee awarded Mr. Ross
options to purchase 121,813 shares of Common Stock at an exercise price 
of $.07.

(2)  During 2002 the Board's Stock Option Committee awarded Mr. Clarke
options to purchase 66,423 shares of Common Stock at an exercise price 
of $.07.

(3)  During 2004 the Board's Stock Option Committee awarded Mr. Ross
options to purchase 25,000 shares of Common Stock at an exercise price 
of $.72.

(4)  During 2004 the Board's Stock Option Committee awarded Mr. Clarke
options to purchase 25,000 shares of Common Stock at an exercise price 
of $.72.

(5)  During 2002 the Board's Stock Option Committee awarded Mr. Peterson
options to purchase 87,511 shares of Common Stock at an exercise price 
of $.07.

(6)  During 2004 the Board's Stock Option Committee awarded Mr. Peterson
options to purchase 30,000 shares of Common Stock at an exercise price 
of $.72.


Employment Agreements

     Messrs. Ross, Peterson, and Clarke have individual employment 
agreements with Ultradata beginning September 1, 1994.  Except as noted 
herein, the terms of the employment agreements are substantially 
identical.  The agreements were extended in 1997 by action of the Board of 
Directors to October 31, 2000, again in 2000 to October 31, 2003, and 
again in 2003 to October 1, 2005.  The agreements provide for base 
salaries, which are adjusted annually by the Board of Directors.  If the 
majority of the Board cannot agree as to a level of salary adjustment, the 
salary will increase by 10% for Mr. Clarke and Mr. Peterson and 5% for Mr. 
Ross.  The employment agreements restrict each officer from competing with 
Ultradata for one year after the termination of his employment unless that 
employee establishes that his employment by a competitor will not involve 
the use of any information considered confidential by Ultradata. 
Stock Option Awards

     The following tables set forth certain information regarding the
stock options acquired by the Company's Chief Executive Officer and Chief 
Financial Officer during the year ended December 31, 2004 and those 
options held by each of them on December 31, 2004.

                       Option Grants in the Last Fiscal Year

                                Percent 
                                of total   
                Number of       options   
                securities      granted to   
                underlying      employees       Exercise   
                option          in fiscal       Price           Expiration 
Name            granted         year            ($/share)       Date         
---------------------------------------------------------------------------
M. Ross           25,000            25           $.72           12/11/2014
	
E. Clarke         25,000            25           $.72           12/11/2014 
	


                    Aggregated Fiscal Year-End Option Values

                    Number of securities underlying   Value of 
                    unexercised in-the-money          unexercised options at
                    options at fiscal year-end ($)    fiscal year-end (#) 
Name                (All exercisable)                 (All exercisable)
----------------------------------------------------------------------------
M. Ross                  146,813                             $43,853
E. Clarke                 91,423                             $23,912

        
Remuneration of Directors

     Outside Directors receive $500 per meeting and are reimbursed for
out-of-pocket expenses incurred on the Company's behalf.  From time to 
time they are granted stock and options as recommended and approved by the 

                                   -13-



inside directors.  During 2004, the outside directors each received 4,000
options for Ultradata common stock with a strike price of $.72 that are 
exercisable within ten years. 

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information known to us with respect 
to the beneficial ownership of our common stock by the following:

     * each shareholder known by us to own beneficially more than 5% of 
our common stock;

     * Monte Ross and Ernest Clarke;

     * each of our other directors; and

     * all directors and executive officers as a group.

     There are 6,410,187 shares of our common stock outstanding at March 
4, 2005.  Except as otherwise indicated, we believe that the beneficial 
owners of the common stock listed below have sole voting power and 
investment power with respect to their shares, subject to community 
property laws where applicable.  Beneficial ownership is determined in 
accordance with the rules of the Securities and Exchange Commission. In 
computing the number of shares beneficially owned by a person and the 
percent ownership of that person, we include:

     *  shares of common stock subject to options or warrants held by 
that person that are currently exercisable or will become 
exercisable within 60 days, and 

      We do not, however, include these "issuable" shares in the outstanding 
shares when we compute the percent ownership of any other person.

Name and             Amount and
Address of           Nature of               Percentage         
Beneficial           Beneficial              of Outstanding   
Owner (1)            Ownership               Shares (12)
-----------------------------------------------------------
Monte Ross             485,813(2)                7.4%

Ernest Clarke          222,275(3)                3.4%  

Mark Peterson          254,893(4)                3.9%  
	
Donald Rattner          66,000(5)                1.1%  
	
H. Krollfeifer, Jr.     32,000(6)                0.5%
 
Matthew Klapman         16,500(7)                0.3%

All officers and
directors as a
group (6 persons)    1,077,481(8)               15.9%

Harley Brixey        1,385,000(9)               21.6%
4389 Winding Oaks
 Drive,
Mulberry, FL 33860

(1)  Unless otherwise indicated, the address of each of these 
shareholders is c/o Ultradata Systems, Incorporated, 1240 Dielman 
Industrial Court, St. Louis, Missouri 63132

(2)  Includes 100,000 shares owned by the Harriet Ross Revocable Trust,
and 174,000 shares owned by the Monte Ross Revocable Trust. Also 
includes options to purchase 146,813 shares.

(3)  All shares are owned jointly with Mr. Clarke's spouse. Also includes
options for 91,423 shares. 

(4)  Includes options for 62,000 shares.

                                   -14-


(5)  Includes options for 29,000 shares.

(6)  Includes 24,000 shares owned by D&H Enterprises, Inc., of which Mr.
     Krollfeifer is a principal.  Also includes options for 4,000 shares.

(7)  Includes options for 4,000 shares.

(8)  Includes options for 371,747 shares.

(9)  As reflected on a Form 144 filed on January 2, 2004.

Stock Option Plans

        The information set forth in the table below regarding equity 
compensation plans (which includes individual compensation arrangements) 
was determined as of December 31, 2004.

Equity Compensation Plan Information

               
                              Number of                          Number of
                              securities      Weighted           securities
                              to be           average            remaining
                              issued upon     exercise           available
                              exercise of     price of           for future
                              outstanding     outstanding        issuance
                              options,        options,           under equity
                              warrants        warrants           compensation
                              and rights      and rights         plans
------------------------------------------------------------------------------
Equity compensation plans 
approved by security 
holders............            280,747           $.14                  0
                 
Equity compensation plans not 
approved by security 
holders............            116,000*          $.72                  -
                             ---------------------------------------------
 
  Total.....................   427,663           $.17                  0

  *  Represents non-qualified stock options given to the Company's 
outside directors and employees in 2004.  The options expire on 
December 11, 2014.

     We have two stock option plans: the 1994 Incentive Stock Option Plan 
and the 1996 Incentive Stock Option Plan, both of which were approved by 
our shareholders.  The material terms of the Plans are identical.  In 
aggregate, the Plan authorize the issuance of options for 500,000 shares, 
all of which have been issued. Of those, options have been exercised to 
purchase 94,523 shares of common stock. These plans have now expired.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None

Item 13. EXHIBITS, LIST, AND REPORTS
        
(a)  Financial Statements

     List of Financial Statements Under Item 7 of this Report:

     Report of Independent Registered Public Accounting Firm

       Balance Sheet as of December 31, 2004.

       Statements of Operations for each year in the two-year period ended
       December 31, 2004.

       Statements of Stockholders' Equity for each year in the two-year
       period ended December 31, 2004.

       Statements of Cash Flows for each year in the two-year period ended
       December 31, 2004.

                                   -15-


       Notes to Financial Statements for each year in the two-year period
       ended December 31, 2004. 

(b)    Exhibits Index

       Exhibit Number

3-a.    Articles of Incorporation, and 1989 amendment. (1)

3-a(1)	Amendment to Articles of Incorporation dated March 4, 1991, 
	March 22, 1994, and November 18, 1994. (1)

3-a(2)	Certification of Correction of Articles of Incorporation. (1)
	
3-a(3)	Amendment to Articles of Incorporation dated July 26, 1996 (2)
	
3-b.	By-laws. (1)

4-a.	Specimen of Common Stock Certificate. (1)

10-a.	Lease dated May 23, 1990, as amended on November 31, 1993, for 
        premises at 9375 Dielman Industrial Drive, St. Louis, Missouri.(1)

10-a(1) Lease Addendum dated October 17, 1995, for premises at 9375 Dielman 
        Industrial Drive, St. Louis, Missouri.(1)

10-a(2) Lease Addendum dated October 5, 2001, for premises at 1240-1244 
        Dielman Industrial Court, St. Louis, Missouri - filed as an exhibit 
        to the Company's Quarterly Report on Form 10-QSB for the quarter 
        ended March 31, 2002 and incorporated herein by reference.

10-b.	1994 Stock Option Plan.(1)

10-c	Amended and Restated 1996 Stock Option Plan - filed as an Exhibit to 
        the Company's Registration Statement on Form S-8 (333-32098) and 
        incorporated herein by reference.

10-d.	Employment Agreement with Monte Ross.(1)

10-d(1) Extended Employment Agreement between the Company and Monte Ross (2)

10-e.	Employment Agreement with Mark L. Peterson.(1)

10-e(1) Extended Employment Agreement between the Company and Mark L. 
        Peterson (2)

10-f.	Employment Agreement with Ernest Clarke.(1)

10-f(1) Extended Employment Agreement between the Company and Ernest Clarke (2)

10-g.	Royalty Agreement dated September 14, 1989, between the Company and 
        Leonard Missler.(1)

10-g(1) Modification Agreement dated November 4, 1995, to Royalty Agreement 
        dated September 14, 1989, between the Company and Leonard Missler. (1)

10-h	Option Agreement between the Company and Influence Incubator, L.L.C. 
        dated May 30, 2000 - filed as an exhibit to the Company's Current 
        Report on Form 8-K dated May 30, 2000 and incorporated herein by 
        reference.

10-i	Securities Purchase Agreement dated February 14, 2005 between 
        Ultradata Systems and Golden Gate Investors, Inc. (3)

                                   -16-


10-j	63/4% Convertible Debenture dated February 14, 2005 issued to Golden 
        Gate Investors, Inc. (3)  

10-k	Warrant to Purchase Common Stock dated February 14, 2005 issued to 
        Golden Gate Investors, Inc. (3)

10-l	Addendum to Convertible Debenture and Securities Purchase Agreement (3)

21.	Subsidiaries - None. 

31.	Rule 13a-14(a) Certification
        
32.	Rule 13a-14(b) Certification
        
(1)	Previously filed as an exhibit to the Company's Registration 
        Statement on Form SB-2 (33-85218 C) and incorporated herein by 
        reference.

(2)	Previously filed as an Exhibit to Form 10-KSB for the year ended
        December 31, 1997, and incorporated herein by reference.

(3)	Previously filed as an Exhibit to the Current Report on Form 8-K
        dated February 17, 2005 and incorporated herein by reference.
    
     Reports on Form 8-K:

        None

Item 14. Principal Accountant Fees and Services

     Audit Fees

     Webb & Company, P.A. billed $15,117.00 to the Company for 
professional services rendered for the audit of our 2004 financial 
statements and review of the financial statements included in our 2004 10-
QSB filings.  Webb & Company, P.A. billed $8,900.00 to the Company for 
professional services rendered for the audit of our 2003 financial 
statements and review of the financial statements included in our 3rd 
quarter 10-QSB.  

     Audit-Related Fees

     Webb & Company, P.A. billed $397.00 to the Company in 2004 for 
assurance and related services that are reasonably related to the 
performance of the 2004 audit or review of the quarterly financial 
statements.  Webb & Company, P.A. billed $0.00 to the Company in 2003 for 
assurance and related services that are reasonably related to the 
performance of the 2003 audit or review of the quarterly financial 
statements.

     Tax Fees

     Webb & Company, P.A. billed $700.00 to the Company in 2004 for 
professional services rendered for tax compliance, tax advice and tax 
planning.  Webb & Company, P.A. billed $0.00 to the Company in 2003 for 
professional services rendered for tax compliance, tax advice and tax 
planning.

     All Other Fees

     Webb & Company, P.A. billed $0.00 to the Company in 2003 for 
services not described above.

     It is the policy of the Company's Audit Committee that all services 
other than audit, review or attest services, must be pre-approved by the 
Audit Committee.  All of the services described above were approved by the 
Audit Committee.

                                   -17-



          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of:
Ultradata Systems, Inc.

We have audited the accompanying balance sheet of Ultradata Systems, 
Inc. as of December 31, 2004, and the related statements of operations, 
changes in stockholders' equity (deficiency) and cash flows for the 
years ended December 31, 2004 and 2003.  These financial statements are 
the responsibility of the Company's management.  Our responsibility is 
to express an opinion on these financial statements based on our 
audits.

We conducted our audits in accordance with the standards of the Public 
Company Accounting Oversight Board (United States).  Those standards 
require that we plan and perform the audits to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the 
overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly in all material respects, the financial position of Ultradata 
Systems, Inc. as of December 31, 2004 and the results of its operations 
and its cash flows for the years ended December 31, 2004 and 2003 in 
conformity with accounting principles generally accepted in the United 
States of America. 

The accompanying financial statements have been prepared assuming that 
the Company will continue as a going concern.  As discussed in Note 13 
to the financial statements, a major customer of the Company has 
experienced deteriorating operations during 2004 and during the second 
quarter ceased ordering products from the Company.  This customer 
accounted for 55.4% of sales during 2004.  In addition the Company 
terminated its agreements with AAA for the sale of its products using 
the AAA logo to AAA retail locations.  These factors raise substantial 
doubt about its ability to continue as a going concern.  Management's 
plans concerning this matter are also described in Note 13.  The 
accompanying financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.




WEBB & COMPANY, P.A.


Boynton Beach, Florida
March 5, 2005



                      ULTRADATA SYSTEMS, INCORPORATED
                               BALANCE SHEET
                          AS OF DECEMBER 31, 2004

      ASSETS

CURRENT ASSETS

Cash                                          $   385,966 
Trade accounts receivable,
 net of allowance for doubtful accounts
 of $179,575                                       38,459 
Inventories, net                                   89,890 
Prepaid expenses                                   41,515
                                                 --------
Total Current Assets                              555,830 

PROPERTY AND EQUIPMENT - NET                       30,458 

OTHER ASSETS                                        5,444 
                                                 --------

TOTAL ASSETS                                  $   591,732 
                                                 ========
     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                              $   126,019 
Accrued liabilities                                55,967 
                                                 --------
TOTAL CURRENT LIABILITIES                         181,986 
                                                 --------

STOCKHOLDERS' EQUITY
 Preferred stock, $0.01 par value,
  4,996,680 shares authorized,
  none issued and outstanding                           -    
 Series A convertible preferred
  stock, 3,320 shares authorized,
  none issued and outstanding                           -    
 Common stock, $0.01 par value,
  10,000,000 shares authorized,
  6,410,187 issued and outstanding                 64,102 
 Additional paid-in capital                     9,121,022 
 Accumulated deficit                           (8,659,418)
 Deferred stock compensation                     (115,960)
                                                ---------
TOTAL STOCKHOLDERS' EQUITY                        409,746 
                                                ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $   591,732 
                                                =========

See accompanying notes to financial statements.
                                                                FS-2

                       ULTRADATA SYSTEMS, INCORPORATED
                           STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                 2004              2003
                                             -----------      ------------

NET SALES                                    $ 3,970,434      $  2,863,258 
          
COST OF SALES                                  2,026,756         1,486,542 
                                               ---------         ---------
GROSS PROFIT                                   1,943,678         1,376,716
                                               ---------         ---------
OPERATING EXPENSES
 Selling                                         329,137           253,564 
 General and administrative                    1,151,439           876,528 
 Research and development                        140,507            63,156 
                                               ---------         ---------
Total Operating Expenses                       1,621,083         1,193,248 
                                               ---------         ---------

OPERATING INCOME                                 322,595           183,468

OTHER INCOME (EXPENSE)
 Interest and dividend income                      1,620             6,402 
 Interest expense                                 (6,408)         (155,801)
 Loss on early retirement of note receivable           -           (57,813)
 Settlement of legal dispute                           -           127,000 
 Other, net                                           15             6,439 
                                               ---------         ---------
Total Other Income (Expense)                      (4,773)          (73,773)
                                               ---------         ---------

INCOME BEFORE INCOME TAX EXPENSE                 317,822           109,695 

Income tax expense                                     -                 -
                                               ---------         ---------
NET INCOME                                    $  317,822        $  109,695 
                                               =========         =========
INCOME PER SHARE                                 
 Net income                                   $  317,822        $  109,695 
 Preferred stock dividends                             -            (5,190)
                                               ---------         ---------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS   $  317,822        $  104,505 
                                               =========         =========

Income per share - basic and diluted          $     0.05        $     0.02 
Weighted average shares outstanding -          =========         =========

 basic and diluted                             6,225,304         4,872,026
                                               =========         =========

See accompanying notes to financial statements.
                                                                FS-3

                        ULTRADATA SYSTEMS, INCORPORATED
                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                     
                                                              Notes
                                                              Receivable                                               Total
                                                  Additional  for                                        Deferred      Stockholder'
               Preferred Stock    Common Stock    Paid-in     Common      Treasury Stock   Accumulated   Stock         Equity
               Shares  Amount   Shares    Amount  Capital     Stock       Shares  Amount   Deficit       Compensation  (Deficiency)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                      

Balance at 
 December
 31, 2002        16  $ 16,000  4,224,456  $42,244  $9,631,750  $(102,369) 326,171 $(942,311) $(9,086,935)  $    -     $ (441,621)

Conversion of
 preferred
 stock to note 
 payable        (16)  (16,000)    (8,790)                                                                                (24,790)

Conversion of
 notes payable
 to common
 stock                         1,372,555   13,726     141,494                                                            155,220 

Issuance of
 common stock 
 to non-employee
 for services
 performed                        30,000     300        4,200                                                              4,500 

Exercise of
 employee stock 
 options                           3,000      30          180                                                                210 

Stock issued as
 part of short-
 term loan
 offering                        480,000   4,800       86,900                                                             91,700 

Payments on notes
 receivable to
 purchase
 common stock                                                    102,369                                                 102,369 

Retirement of 
 treasure
 shares                         (326,171) (3,262)    (939,049)           (326,171)  942,311                                    -

Net income, 2003                                                                                 109,695                 109,695 
                     -----------------------------------------------------------------------------------------------------------
Balance at
 December 31, 2003   -      -  5,783,840   57,838    8,916,685         -        -        -    (8,977,240)                 (2,717)

Conversion of 
 notes payable                   
 to common
 stock                           273,906    2,739       24,861                                                            27,600 

Issuance of
 common stock
 to non-
 employee for
 services
 performed                       223,000    2,230      171,710                                               (115,960)    60,010 

Exercise of
employee stock 
options                          100,441    1,005        6,026                                                             7,031 

Exercise of
director stock 
options                           29,000      290         1740                                                             2,030 

Net income, 2004                                                                                 317,822                 317,882 
                     -----------------------------------------------------------------------------------------------------------
Balance at 
December 31, 2004    -  $   -  6,410,187  $64,102   $9,121,022  $      -        -   $      - $(8,659,418)  $ (115,960) $ 409,746
                     ===========================================================================================================




See accompanying notes to financial statements                  FS-4


                        ULTRADATA SYSTEMS, INCORPORATED
                            STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                           2004               2003
                                         --------           --------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                             $  317,822        $  109,695 
 Adjustments to reconcile net income
  to net cash provided by (used in)
  operating activities:

  Depreciation and amortization             14,976            32,308 
  Write-down of inventory                   30,457            17,673 
  Stock issued for services                 57,980             4,500 
  Loss on early settlement of notes
   receivable                                    -            57,813 
  Provision for doubtful accounts          176,848              (693)
  Non-cash accrued interest receivable           -           (12,397)
  Changes in assets and liabilities:
   Trade accounts receivable, net          412,182          (485,198)
   Inventories                             (64,752)           29,219 
   Prepaid expenses and other assets       (36,349)             (604)
   Accounts payable                       (334,682)          182,872 
   Accrued liabilities                     (34,826)          (98,032)

  Net Cash Provided By (Used In)         ---------          --------
   Operating Activities                    539,656          (162,844)
                                         ---------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from early settlement of
  notes receivable                               -           202,517 
 Capital expenditures                      (19,475)          (12,834)

  Net Cash (Used In) Provided By         ---------          --------
   Investing Activities                    (19,475)          189,683 
                                         ---------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from exercising stock options      9,061                 -    
 Payments on notes payable                (311,202)         (338,844)
 Dividends paid to preferred
   stockholders                                  -            (8,790)
 Proceeds from notes payable               165,000            91,600 
 Proceeds from sale of common stock              -            91,910 
 Payments received on subscriptions, net         -           102,369 
                                         ---------          --------
  Net Cash Used In Financing Activities   (137,141)          (61,755)
                                         ---------          --------
NET INCREASE (DECREASE) IN CASH            383,040           (34,916)

CASH - BEGINNING OF YEAR                     2,926            37,842 
                                         ---------          --------
CASH - END OF YEAR                      $  385,966        $    2,926 
                                         =========          ========


SUPPLEMENTAL DISCLOSURE OF CASH-FLOW
 INFORMATION
 Interest paid during the year          $    6,408        $   48,204 

                                                                FS-5
                        ULTRADATA SYSTEMS, INCORPORATED
                           STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During 2004, a portion of the notes payable in the amount of $27,600 was 
converted to 273,906 shares of common stock.

During 2003, a portion of the notes payable in the amount of $155,220 was 
converted to 1,312,535 shares of common stock.

During 2003, the Company retired 326,171 shares of Treasury Stock with a 
cost of $942,311.
                                                                FS-6
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

NOTE 1	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Nature of Operations

Ultradata Systems, Incorporated (the "Company") was incorporated in the 
State of Missouri in March 1986 under the name of Laser Data 
Technology, Inc.  The Company subsequently merged into its wholly owned 
subsidiary, Ultradata Systems, Incorporated, incorporated in the State 
of Delaware, and Laser Data was dissolved.  The principal business 
activity of the Company, located in St. Louis, is the design, 
manufacture, and sale of hand-held electronic information products.  
The Company sells the products in the United States through direct 
marketing, independent sales representatives, mail order catalogs, and 
mass market retailers.

(B) Use of Estimates

The financial statements have been prepared in conformity with 
accounting principles generally accepted in the United States of 
America and, as such, include amounts based on informed estimates and 
assumptions by management, with consideration given to materiality. 
Actual results could vary from those estimates.
       
(C) Cash and Cash Equivalents

Cash includes deposits at financial institutions with maturities of 
three months or less.  The Company at times has cash in banks in excess 
of FDIC insurance limits and places its temporary cash investments with 
high credit quality financial institutions.  At December 31, 2004, the 
Company had approximately $285,800 in cash balances at financial 
institutions which were in excess of the FDIC insured limits.

(D) Revenue Recognition

Net sales are recognized when products are shipped. The Company has 
established programs, which, under specified conditions, enable 
customers to return product. The Company establishes liabilities for 
estimated returns at time of shipment. In addition, accruals for 
customer discounts and rebates are recorded when revenues are 
recognized.

(E) Inventories

     Inventories are valued at the lower of cost or market.  Cost is 
determined using the first-in, first-out (FIFO) method. Provision for 
potentially obsolete or slow moving inventory is made based on 
management's analysis of inventory levels and future sales forecasts.

(F) Property and Equipment

Property and equipment are stated at cost less accumulated 
depreciation.  The Company capitalizes certain software development 
costs in accordance with the American Institute of Certified Public 
Accountants Statement of Position No. 98-1, "Accounting for the Costs 
of Software Developed or Obtained for Internal Use."  Depreciation is 
provided using the straight-line basis over the estimated useful lives 
of the assets, generally five years.  Leasehold improvements are 
amortized over the shorter of the term of the related lease or their 
useful life.  Expenditures for maintenance and repairs are charged to 
expense as incurred.  The Company continually reviews property and 
equipment to determine that the carrying values are not impaired.

                                                                FS-7
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

(G) Long-Lived Assets

The Company accounts for long-lived assets under the Statements of 
Financial Accounting Standards Nos. 142 and 144 "Accounting for 
Goodwill and Other Intangible Assets" and "Accounting for Impairment or 
Disposal of Long-Lived Assets" ("SFAS No. 142 and 144").  In accordance 
with SFAS No. 142 and 144, long-lived assets, goodwill and certain 
identifiable intangible assets held and used by the Company are 
reviewed for impairment whenever events or changes in circumstances 
indicate that the carrying amount of an asset may not be recoverable.  
For purposes of evaluating the recoverability of long-lived assets, 
goodwill and intangible assets, the recoverability test is performed 
using undiscounted net cash flows related to the long-lived assets.

(H) Advertising

The Company expenses the production costs of advertising the first time 
advertising takes place, except for direct response advertising, which is 
capitalized and amortized over its expected period of future benefits.  
Advertising expense totaled $95,664 and $60,950 for the years ended 
December 31, 2004 and 2003, respectively.

(I) Reclassification

     Certain amounts from prior periods have been reclassified to conform 
to the current year presentation.

(J) Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosure About 
Fair Value of Financial Instruments," requires certain disclosures 
regarding the fair value of financial instruments.  Trade accounts 
receivable, accounts payable, and accrued liabilities are reflected in 
the financial statements at fair value because of the short-term 
maturity of the instruments.

(K) Research and Development Costs

      Research and development costs consist primarily of expenditures 
incurred bringing a new product to market or significantly enhancing 
existing products. The Company expenses all research and development 
costs as they are incurred unless they are associated with the 
development of tools or processes for production used in-house rather 
than for product delivered to a customer.
                                                                FS-8
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

(L) Royalty Expense

      Royalty expense is recognized on a pro rata basis as units are sold 
during the same period in which the related unit sales were recognized.

(M) Income Taxes

     The Company accounts for income taxes under the Statement of 
Financial Accounting Standards No. 109, "Accounting for Income Taxes", 
("SFAS 109").  Under SFAS 109, deferred tax assets and liabilities are 
recognized for the future tax consequences attributable to differences 
between the financial statement carrying amounts of existing assets and 
liabilities and their respective tax bases and operating loss and tax 
credit carry-forwards.  Deferred tax assets and liabilities are 
measured using enacted tax rates expected to apply to taxable income in 
the years in which those temporary differences are expected to be 
recovered or settled.  Under SFAS 109, the effect on deferred tax 
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

(N) Income Per Share

     Basic and diluted income per share is calculated by dividing net 
income for the period (plus preferred stock dividends) by the weighted 
average number of shares of common stock outstanding during the period. 
The assumed exercise of stock options and warrants is only included in 
the calculation of diluted earnings per share, if dilutive (see Note 
10).

(O) Stock-Based Compensation

     In accordance with Statement of Financial Accounting Standards No. 
123 (SFAS No. 123), the Company has elected to account for stock 
options issued to employees under Accounting Principles Board Opinion 
No. 25 ("APB Opinion No. 25") and related interpretations.  The Company 
accounts for stock options issued to consultants and for other services 
in accordance with SFAS No. 123.

(P) New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 151, 
"Inventory Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 
152, "Accounting for Real Estate Time-Sharing Transactions - an 
amendment of FASB Statements No. 66 and 67," SFAS No. 153, "Exchanges 
of Non-monetary Assets - an amendment of APB Opinion No. 29," and SFAS 
No. 123 (revised 2004), "Share-Based Payment," were recently issued.  
SFAS No. 151, 152, 153 and 123 (revised 2004) have no current 
applicability to the Company and have no effect on the financial 
statements. 
                                                                FS-9
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

(Q) Business Segments

The Company applies Statement of Financial Accounting Standards No. 
131 "Disclosures about Segments of an Enterprise and Related 
Information."  The Company operates in one segment and therefore 
segment information is not presented.

NOTE 2	INVENTORIES

Inventories (net) at December 31, 2004 consist of the following:

                       Raw materials        $  4,966
                       Finished goods         84,924
                                             -------
                                            $ 89,890
                                             =======

At December 31, 2004, the Company has reserved $738,826 for obsolete
inventory.  During 2004 and 2003, the Company recognized an 
impairment of $30,456 and $17,673 respectively.

NOTE 3	PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2004 consist of the following:

       Research and development equipment   $  39,997 
       Tooling and test equipment              86,112 
       Office furniture and equipment         219,025 
       Sales displays                          52,101 
       Leasehold improvements                  29,989 
                                             --------
                                              427,224
       Less accumulated depreciation and 
        amortization                         (396,766)
                                             --------
                                            $  30,458 
                                             ========

Depreciation and amortization expense for the years ended December 31,
2004 and 2003 totaled $14,976 and $32,308, respectively.

                                                                FS-10
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

NOTE 4	ACCRUED LIABILITIES

Accrued liabilities at December 31, 2004 consist of the following: 
  
      Accrued payroll and related expenses      $ 10,961
      Accrued vacation                            24,224
      Accrued expenses                            19,818
      Other accrued liabilities                      964
                                                 -------
                                                $ 55,967
                                                 =======
NOTE 5	NOTES PAYABLE

On January 8, 2004, all remaining convertible debt was retired by 
payment in full of the outstanding balance including all accrued 
interest. Between January 1, 2004, and January 8, 2004, a portion of 
the notes payable in the amount of $27,600 was converted to 273,906 
shares of common stock. (See Note 8).

On January 7, 2004, the Company issued a nine-month note payable in the 
amount of $150,000.  The note earned interest at 12% APR and is 
unsecured.  The note was fully repaid during 2004.

During 2004, the Company received a loan of $15,000 from its Chief 
Executive Officer to fund operations with no interest.  The outstanding 
balance of the loan was paid in full as of March 31, 2004.

Interest expense for the years ended December 31, 2004 and 2003 was 
$6,408 and $155,801, respectively.

NOTE 6  COMMITMENTS AND CONTINGENCIES

(A) Operating Lease

The Company renewed its operating lease whereby it reduced the size 
of its corporate facilities as of November 1, 2001.  The lease is an 
operating lease, which expires October 31, 2005. The Company pays 
monthly rent of $3,779, plus 16% of all building expenses.  

Future minimum lease payments under the operating lease at December 
31, 2004, consist of the following:

                           Year         Amount
                          ------       --------
                           2005        $ 37,790

Rent expense totaled $45,500 and $47,299 for the years ended December 31,
2004 and 2003, respectively.

                                                                FS-11
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

(B) Royalty Agreements

On September 14, 1989, the Company entered into a twenty-year 
royalty agreement relating to its ROAD WHIZ product.  After the 
sale of 20,000 ROAD WHIZ units, the agreement thereafter provides 
for a 1% royalty payment on net sales of the ROAD WHIZ product and 
0.5% on the Company's other products that incorporate the ROAD 
WHIZ database. Royalty payments are made quarterly until September 
13, 2009.  During the years ended December 31, 2004 and 2003, 
royalty expense totaled $35,799 and $26,693, respectively.

On September 15, 1998, the Company entered into a three-year royalty 
agreement with AAA related to the AAA TripWizard.  The terms are 
automatically renewable for one year and amount to 10% of the wholesale 
price on sales other than through AAA stores and $1.00 per unit on AAA 
sales.  This agreement recognizes the benefit of the AAA logo and data 
and their promotion of the product through their travel stores.  On July 
1, 2002, the agreement was amended to provide a royalty of $1 per unit on 
all sales of the unit.

In August of 2003, the Company entered into a royalty agreement with AAA 
for use of the AAA brand on the Company's Talking Road Navigator.  This 
agreement is similar to the above agreement with regard to sales through 
AAA stores and royalties for other sales.  Prior review and approval by 
AAA of the use of AAA brands in TV and other media are a part of the 
agreement.

In January 2004, the Company reached an agreement with AAA National 
to terminate the existing agreement for private branding of the AAA 
Talking Road Navigator(tm) as of March 27, 2004.  This termination occurred 
at the request of AAA National for internal business reasons and not for 
cause or non-performance by the Company, in accordance with the terms 
for cancellation of the agreement by either party. 

In May 2004, AAA notified the Company that it does not intend to renew 
the marketing agreement on the AAA TripWizard.  The Company, per terms 
of the agreement, can continue to market the product and divest itself 
of its inventory during 2005. 

During the years ended December 31, 2004 and 2003, AAA royalty expense 
for both products totaled $45,837 and $39,821, respectively.

On April 19, 2001, the Company entered into a three-year royalty 
agreement with Rand McNally.  The agreement renews automatically for one-
year periods up to a maximum of five additional years unless terminated 
earlier.  The agreement calls for the Company to pay a royalty of 10% of 
net sales of the TripLink and Pocket TripLink devices that contain the 
Rand McNally logo or $1.50 for each device sold, whichever is greater.  
For the first year of the agreement, the Company guarantees a minimum 
payment of $150,000, and must pay an additional $50,000 if 50,000 or more 
devices are sold.  The guaranteed annual minimum for each subsequent 

                                                                FS-12
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

anniversary year increases to 115% of the amount of the royalties due
(inclusive of the guaranteed annual minimum) for the previous year.  In 
addition to the per unit royalty, the Company must pay (1) a royalty of 
$.01 to $.02 for each route created by authorized users of the services 
provided by the agreement, (2) a royalty of $0.48 to $0.62 for each 
Pocket Road Atlas ordered from Rand McNally, and (3) a $0.12 license fee 
for each Pocket Road Atlas shipped to customers.

On February 21, 2002, the royalty agreement with Rand McNally was
amended as follows: (1) beginning December 16, 2002, either party may 
terminate the agreement with sixty days written notice, (2) the Company 
may begin using the Rand McNally logo on additional products, (3) 
beginning March 1, 2002, the Company shall pay twelve monthly 
installments of $8,333 to the remaining balance of $100,000 owed to Rand 
McNally for the first year minimum, and (4) the Company shall sell its 
TripLink device to Rand McNally for $7.50 per unit below the normal 
selling price, and this discount shall be used as a credit against the 
monthly payment in (3) above.

In February 2003, the agreement with Rand McNally was further amended to 
provide a new payment schedule and basis for the TripLink royalties.  
The Company agreed to pay the remaining balance for the TripLink Program 
in accordance with the following terms: 

The beginning balance of $52,251 on January 1, 2003, shall bear 
interest at the rate of 6% APR.  The payment schedule shall consist of 
$2,000 upon signing of the amendment and $2,000 on the 15th of each month 
commencing March 15, 2003.  On or before August 31, 2003, a final 
balloon payment is required equal to the sum of the outstanding balance 
and any accrued unpaid interest, less any credits resulting from 
TripLink sales in the interim.  The agreement was signed and the initial 
payment of $2,000 was made in February 2003.

In 2003, the Company paid $20,000, including $2,341 in interest, to 
Rand McNally and reduced the balance to $27,045 on December 31, 2003, 
when credits are also taken into account.  Since the Company was unable 
to retire the balance by August 31, 2003 as planned, the Company 
continued monthly payments and accrual of interest.

In 2004, the Company paid $510 in interest, accrued $855 in credits, 
and retired the balance of $26,802 in May 2004.

During the years ended December 31, 2004 and 2003, royalty expense 
totaled $8 and $138, respectively.

(D) Stanton Walker Consulting Agreement

In September 2004, the Company signed a business advisory and 
consulting services agreement with New York-based Stanton Walker & 
Company. Stanton Walker will assist in the development of certain 
strategic initiatives of the Company.  These initiatives include 
opening discussions with several companies regarding licensing 
arrangements, joint ventures or distribution arrangements.  Stanton 

                                                                FS-13
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003


Walker's work will include due diligence, structuring transaction
terms and providing consulting services throughout the process. 
Stanton Walker will also seek potential acquisition candidate 
companies that fit Ultradata Systems' business objectives. 

Stanton Walker & Company provides a full range of strategic 
operational, marketing, financial advisory and M & A services to 
public companies. While they provide assistance in a wide array of 
industries, Stanton Walker is especially interested in working with 
companies where their products and/or services appear to offer the 
company's stakeholders an opportunity for a significant return. 

Stanton Walker were issued 223,000 shares of Ultradata Common Stock 
with a prevailing market value on the date of the agreement of 
$173,940 in payment for their services.  The Company is amortizing 
the compensation expense over the 12-month life of the agreement.  
As of December 31, 2004, the Company recognized $57,980 of the 
consulting expense related to the agreement and recorded deferred 
consulting fees of $115,960.

NOTE 7	STOCKHOLDERS' EQUITY (DEFICIENCY)

(A) Common Stock Issuances

During 2003, a portion of the notes payable in the amount of 
$155,220 was converted to 1,372,555 shares of common stock.  No gain 
or loss was recognized on this transaction.

During 2003, an aggregate of 30,000 shares of common stock having a 
fair value of $4,500 were issued to a consultant for services 
rendered during the year.  The shares were valued based on the 
prevailing market price on the grant date.

During 2003, an aggregate of 480,000 shares of common stock were 
issued for cash of $91,700 to holders of short-term notes.

During 2003, a director exercised 3,000 common stock options for 
cash of $210.

During 2004, a portion of the notes payable in the amount of $27,600 
was converted to 273,906 shares of common stock.  No gain or loss 
was recognized on this transaction.

During 2004, a director exercised 29,000 common stock options for 
cash of $2,030.

During 2004, 223,000 shares were issued to a consultant for services 
rendered (see Note 6).
During 2004, employees exercised 100,441 common stock options for 
cash of $7,031.

(B) Convertible Preferred Stock

(i)	Original Terms
                                                                FS-14
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

On May 16, 2000, the Company issued 16 Series A Convertible 
Preferred Shares to a consultant as a commission.  These shares 
have no voting rights.  The holder of the shares is not entitled 
to any cash dividends.  However, they accrue an additional 11.25% 
per annum (or 22.5% if the Common Stock is de-listed by NASDAQ) 
for purposes of conversion, redemption, and liquidation ($6,529 
at December 31, 2002).  The main points of the Preferred Shares 
were as follows:

1.	The Preferred Shares have a liquidation preference, upon the 
liquidation of the Company or its bankruptcy or certain other 
events, equal to their $1,000 face value plus an accrued 
amount equal to 11.25% from the date of their issuance (22.5% 
if the Common Stock is delisted by NASDAQ).

2.	The Preferred Shares, combined with the additional 11.25% per 
annum, may be converted into Common Stock at any time at the 
option of the holders.  If not previously converted, the 
Preferred Shares will automatically convert into Common Stock 
on May 15, 2003.  The conversion rate will be the lower of 
$3.50 or 75% of the 5-day average closing bid price, subject 
to certain anti-dilution rights and to the Floor.  The "Floor" 
was originally $2.50 and applies only during the first 18 
months after issuance of the Preferred Shares.  Under the 
terms of the Preferred Shares, the floor price was initially 
adjusted to $2.00, then to $1.50.  In March 2001, the floor 
was eliminated.

In May of 2003, the Company and the shareholder reached a 
mutually satisfactory agreement to convert the shares to a note 
of $24,870 rather than converting in accordance with the formula 
above.  This note was paid off completely by September 30, 2003. 

NOTE 8	STOCK OPTIONS AND WARRANTS

(A) Stock Options Issued Under Qualified Stock Option Plans

Under the 1994 Incentive Stock Option Plan, the Company may grant 
incentive stock options to its employees, officers, directors, and 
consultants of the Company to purchase up to 175,000 shares of 
common stock.  Under the 1996 Incentive Stock Option Plan the 
Company may grant incentive stock options to its employees, 
officers, directors, and consultants of the Company to purchase up 
to 175,000 shares of common stock.  In July 2000, the Company's 
shareholders approved an extension of the 1996 Incentive Stock 
Options plan to provide for 150,000 additional shares to be made 
available for future grant.  Under both plans, the exercise price of 
each option equals or exceeds the market price of the Company's 
stock on the date of grant, and the options' maximum term is five 
years.  Options are granted at various times and are exercisable 
immediately.

During the year ended December 31, 2004, the Company granted 112,000 
stock options to certain employees and directors.  The Company 

                                                                FS-15
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

applies APB Opinion No. 25 and related interpretations in accounting
for stock options issued to employees.  Accordingly, no compensation 
cost has been recognized for options issued to employees.  Had 
compensation cost been determined based on the fair market value at 
the grant date, consistent with SFAS 123, the Company's net income 
would have changed to the pro-forma amounts indicated below. 




                                               2004            2003
Net income available to                     ----------      ----------
common shareholders
                         As Reported        $  317,822      $  104,505 
                         Pro Forma          $  239,552      $  104,505 

Basic and diluted income 
per share
                         As Reported        $     0.05      $     0.02 
                         Pro Forma          $     0.04      $     0.02 

The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the 
following weighted average assumptions used for grants in 2004: 
dividend yield of zero; expected volatility of 132%, risk-free 
interest rate of 5.40%; expected lives of five years for both plans.

A summary of the status of Company's two fixed stock option plans as 
of December 31, 2004 and 2003, and the changes during the years then 
ended is presented below:

                                            2004                  2003
                                 ----------------------   -------------------
                                              Weighted               Weighted
                                              Average                Average
                                              Exercise               Exercise
Fixed Options                       Shares    Price        Shares    Price
-----------------------------    --------------------------------------------
Outstanding at beginning of 
 year                             392,188      $0.14       392,188    $0.14 
Cancelled                               -          -             -        -
Granted                                 -      $   -             -    $   -    
Forfeited                               -      $   -             -    $   -    
Expired                           (11,000)     $2.00             -    $   -    
Exercised                        (100,414)     $ .07             -    $   -    
                                  -------      -----       -------    -----
Outstanding at end of year        280,747      $0.10       392,188    $0.14
                                 ========      =====       =======    =====

Options exercisable at year end   282,405                  399,785
                                  =======                  =======
Weighted average fair value 
of options granted to 
employees during the year        $      -                 $      -    
                                  =======                  =======

                                                                FS-16
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003




                 Options Outstanding                       Options Exercisable
------------------------------------------------------    ----------------------
                                Weighted     
                 Number         Average       Weighted     Number       Weighted
Range of         Outstanding    Remaining     Average      Exercisable  Average
Exercise         at December    Contractual   Exercise     at December  Exercise
Price            31, 2004       Life          Price        31, 2004     Price
--------------------------------------------------------------------------------
$0.00 - 0.99      275,747        2.5          $0.07        275,747      $0.07 

 1.00 - 1.99        5,000        1.0           1.50          5,000       1.50 
 
 2.00 - 2.99            -          -              -              -          - 

 3.00 - 3.99            -          -              -              -          -
 
 4.00 - 4.99            -          -              -              -          -

 5.00 - 5.56            -          -              -          1,658          - 
                  -----------------------------------------------------------
                  280,405       2.47           0.10        280,405       0.10 
                  ===========================================================

------------------------------------------------------    ----------------------
                                Weighted     
                 Number         Average       Weighted     Number       Weighted
Range of         Outstanding    Remaining     Average      Exercisable  Average
Exercise         at December    Contractual   Exercise     at December  Exercise
Price            31, 2003       Life          Price        31, 2003     Price
--------------------------------------------------------------------------------
$0.00 - 0.99      376,161        4.0         $ 0.07         376,161     $0.07 

1.00 -  1.99        5,000        2.0           1.50           5,000      1.50 

2.00 -  2.99       11,000        0.8           2.00          11,000      2.00 

3.00 -  3.99            -          -              -               -         - 

4.00 -  4.99            -          -              -               -         - 

5.00 -  5.56            -          -              -               -         - 
                  -----------------------------------------------------------
                  392,188        3.88          0.18         405,477      0.14 
                  ===========================================================

                                                                FS-17
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

(B) Non-Qualified Stock Options Issued and Outstanding

                                                      2004         2003
                                                    --------     --------
Stock options issued to a technical 
consultant at various times in the past.  
The term of the options is five years 
expiring in 2005 and 2006.  The options are 
exercisable at an average price of $2.53 per 
share.                                                6,818        6,818 

Stock options issued to a former affiliate.  
The term of the option is five years 
expiring May 9, 2005.  The options are 
exercisable at $4.00 and $5.00 per share.           300,000      300,000 

Stock options issued to directors for 
services rendered.  The term of the options 
is five years expiring November 18, 2007.  
The options are exercisable at $0.07 per 
share.                                                4,000       33,000 

Stock options issued to directors for
services rendered.  The term of the options 
is five years expiring December 11, 2009.  
The options are exercisable at $0.72 per 
share.                                               12,000            -    

Stock options issued to employees.  The term
of the options is ten years expiring 
December 11, 2014.  The options are 
exercisable at $0.72 per share.                     100,000            -    

                                                   --------     --------
Total                                               422,818      339,818 
                                                   ========     ========

NOTE 9	INCOME PER SHARE

A reconciliation of the numerator and denominator of the income per 
share calculations is provided for all periods presented.  The 
numerator and denominator for basic and diluted income per share for 
the years ended December 31, 2004 and 2003, is as follows:

Basic and fully diluted                              2004          2003
Numerator:                                        ---------      ---------
 Net income                                      $  317,822     $  109,695 
 Preferred Stock Dividends (a)                            -         (5,190)
                                                   --------       --------
Numerator for basic and diluted income per 
 share                                           $  317,822     $  104,505 
 Denominator:
  Weighted average common shares                  6,225,304      4,872,026 
  Denominator for basic and diluted income per 
   share                                          6,225,304      4,872,026 
                                                  ---------      ---------

Basic and diluted income per share               $     0.05     $     0.02 
                                                  =========      =========

(a) See Note 7(B)

                                                                FS-18
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

NOTE 10	INCOME TAXES

Income tax expense (benefit) for the years ended December 31, 2004 
and 2003 consist of the following:

                                                     2004
                                      Current      Deferred      Total
                                      ---------------------------------
Federal                               $     -      $     -      $     -    
State                                       -            -            -    
                                       ------       ------       ------
                                      $     -      $     -      $     -    
                                       ======       ======       ======


                                                     2003
                                      Current      Deferred      Total
                                      ---------------------------------
Federal                               $     -      $     -      $     -    
State                                       -            -            -    
                                       ------       ------       ------
                                      $     -      $     -      $     -    
                                       ======       ======       ======
Income tax expense for the years ended December 31, 2004 and 2003 
differed from amounts computed by applying the statutory U. S. 
federal corporate income tax rate of 34% to income before income tax 
benefit as a result of the following:


                                                     2004         2003
                                                 -------------------------
Expected income tax (benefit) expense             $ 108,059     $ 37,296 

Increase (decrease) in income taxes
 resulting from:

 Valuation allowance decrease                      (106,804)     (36,880)
 Nondeductible expenses for federal
  income tax purposes                                (1,256)        (416)
                                                   --------      -------
Income tax expense (benefit)                      $       -     $      -    
                                                   ========      =======

The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and liabilities at 
December 31, 2004 and 2003 include the following:

                                                     2004           2003
Deferred tax assets:                              -----------    ----------
 Net operating loss carryforward                  $ 3,347,346   $ 3,454,150
 Note receivable reserved for financial 
   reporting Purposes                                       -             -    

                                                                FS-19
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003


 Notes and accounts receivable reserves                 5,475         5,475
 Inventory reserves, principally due to 
  accruals for financial reporting
  purposes and basis differences                      277,491       277,491 
 Other                                                      -             -    
                                                    ---------     ---------
 Total deferred tax assets                          3,630,312     3,989,776
                                                    ---------     ---------
Deferred tax liabilities                          
 Property, plant and equipment, principally 
  due to differences in depreciation basis            (10,837)      (12,385)
                                                    ---------     ---------
 Total deferred tax liabilities                             -       (12,385)
                                                    ---------     ---------
Gross deferred tax asset                            3,619,475     3,977,391
 
Valuation allowance                                (3,619,475)   (3,977,391)
                                                    ---------     ---------
Net deferred tax asset                             $        -   $         -    
                                                    =========     =========

At December 31, 2004, the Company had net operating loss 
carryforwards of $9,845,135 for income tax purposes, available to 
offset future taxable income expiring on various dates through 2024.  
The valuation allowance at December 31, 2003 was $10,159,265.  The 
net change in the valuation allowance during the year ended December 
31, 2004 was a decrease of $314,130.

NOTE 11	CONCENTRATIONS OF CREDIT RISK

The Company relied on three customers for approximately 82% of sales 
for the year ended December 31, 2004, and two customers for 
approximately 70% of sales for the year ended December 31, 2003.  At 
December 31, 2004, accounts receivable, net, from those three 
customers totaled $2,793.

NOTE 12	EMPLOYEE BENEFIT PLANS

Effective January 1, 1998, the Board of Director's approved a 
savings and retirement plan covering all full-time employees. 
Subject to approval by the Board of Directors, the Company fully 
matches employee contributions up to 3% of total compensation paid 
to participating employees and one-third of one percent is matched 
for each percentage of participating employee contributions between 
4% and 6% of total compensation.  Because of the Company's financial 
condition, the Company contributions were suspended in late 2002 and 
throughout 2003. Expense attributable to Company contributions 
totaled $20,906 during the year ended December 31, 2004.

NOTE 13	GOING CONCERN

As reflected in the accompanying financial statements, a major 
customer of the Company has experienced deteriorating operations 
during 2004 and during the second quarter ceased ordering products 
from the Company.  This customer accounted 55.4% of sales during 

                                                                FS-20
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

2004.  In addition the Company terminated its agreements with AAA
for the sale of its products using the AAA logo to AAA retail 
locations.  Although Management has a plan in place to replace 
these lost customers, it is not yet clear that the plan will be 
successful.  The ability of the Company to continue as a going 
concern is dependent on the Company's ability to further implement 
its business plan, raise capital and generate revenues.  The 
financial statements do not include any adjustments that might be 
necessary if the Company is unable to continue as a going concern.

The Company has continued its product design and development 
efforts to introduce new products in 2005 and expects to introduce 
its Road Genie(tm) in 2005.  Based on the success of the Talking Road 
Whiz with direct TV marketing, the Company is proceeding with plans 
to market Road Genie(tm) by means of similar commercials, with the 
Company marketing directly to consumers.  This new product 
represents an increase in technology compared to the Talking Road 
Whiz and, in addition, can be enhanced to include a digital voice 
recorder for additional value to the customer.  The Company is also 
opening a new source of revenue by developing the cell-phone Road 
Whiz application.  Thus, the Company has two different methods in 
work to enhance sales revenue.  In addition, the Company has 
obtained a loan and a commitment for additional equity capital for 
up to $3.3 million (see Note 14).  Management believes that actions 
presently taken to obtain additional funding provide the 
opportunity for the Company to continue as a going concern.

NOTE 14	SUBSEQUENT EVENTS

Convertible Debenture Financing

On February 17, 2005 Ultradata entered into a Securities Purchase 
Agreement dated February 14, 2005 with Golden Gate Investors, Inc., 
which was modified by an Addendum dated February 17, 2005.  
Ultradata sold to Golden Gate a 43/4% Convertible Debenture and a 
Warrant to Purchase Shares of Common Stock, all for a purchase price 
of $300,000.  The Company received proceeds of $100,000 of the 
purchase price, except that $50,000 of that sum is being held in 
escrow for payment of the costs of preparing and filing a 
registration statement that will permit Golden Gate to make a public 
resale of the shares into which the Debenture is convertible and for 
which the Warrant is exercisable (the "Registration Statement').  As 
a result of the warrants issued alongside the debenture, the Company 
will record a discount on the debenture and amortize it over the 
life of the debenture.  The remainder of the purchase price is 
payable when the Securities and Exchange Commission declares the 
Registration Statement effective.  

Interest that accrues on the Debenture, at 43/4% per annum, will be 
payable monthly.  The principal amount of the Debenture is payable 
on February 14, 2007.  However, the holder of the Debenture has 
agreed that, in each month after the Securities and Exchange 
Commission declares the Registration Statement effective, the holder 
will convert at least 3% of the face amount of the debenture into 
common stock.  Similarly, the holder of the Warrant is required to 
purchase at least 3% of the shares subject to the Warrant in each 
month after the Securities and Exchange Commission declares the 
Registration Statement effective.

                                                                FS-21
                       ULTRADATA SYSTEMS, INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 2004 AND 2003

The conversion provisions of the Debenture and the exercise 
provisions of the Warrant are correlated so that the Debenture will 
be converted and the Warrant exercised in like proportions.  The 
result is that in any month in which the holder converts the 3% 
minimum it will also exercise the 3% minimum under the Warrant, 
which will result in it purchasing common stock for $99,000 ($90,000 
paid in cash and $9,000 of the Debenture principal converted).  The 
number of shares that will be purchased will equal the purchase 
price divided by the lesser of (a) $1.25 or (b) 80% of the average 
of the three lowest volume weighted average prices during the twenty 
trading days preceding conversion/exercise.  In total, the 
conversion of the Debenture and exercise of the Warrant will result 
in Golden Gate purchasing Ultradata common stock for up to 
$3,300,000 ($3,000,000 paid in cash and $300,000 of the Debenture 
principal converted) during the period between the effective date of 
the Registration Statement and February 14, 2007.  

There are four conditions that may reduce the aggregate purchase 
price paid by Golden Gate below $3,300,000:

     1.  If Golden Gate only converts the 3% minimum per month, the 
February 14, 2007 payment date for the Debenture will occur before 
full conversion and exercise have occurred.  

     2.  The conversion and exercise provisions of the securities
provide that at no time may Golden Gate acquire ownership of more 
that 9.9% of Ultradata's outstanding common stock.

     3.   If at the time of a conversion/exercise, the conversion
price would be less than $.40, then either (a) Ultradata may opt to 
redeem the amount of principal that the holder presents for 
conversion at 125% of face value, or (b) if the conversion/exercise
date is later than November 11, 2005, the holder may elect to convert
up to $100,000 of the Debenture without exercising the Warrant, either
of which events would reduce the aggregate purchases under the
Debenture and Warrant by 900% of the amount redeemed by Ultradata
or converted without exercise.

     4.   When the principal amount of the Debenture falls below
$100,000, Ultradata may redeem the remaining principal for its 
face value.  In that event, the aggregate purchase price paid by 
Golden Gate for Ultradata common stock would be only $2,200,000.

                                                                FS-22


                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                   Ultradata Systems, Incorporated

                                   By:  /s/ Monte Ross
                                   -----------------------------------------
                                   Monte Ross, Chief Executive Officer
                                    (Principal Executive Officer) and
                                    Director

                                   By:  /s/ Ernest Clarke
                                   -----------------------------------------
                                   Ernest Clarke, President, Chief Financial
                                    Officer (Principal Financial Officer and
                                    Principal Accounting Officer) and
                                    Director

     In accordance with the Exchange Act, this report has been signed 
below by the following persons, on behalf of the registrant and in the 
capacities and on the dates indicated.
        
June 22, 2005

/s/ Monte Ross
------------------------------------------------------------------
Monte Ross
Chief Executive Officer (Principal Executive Officer) and Director

June 22, 2005

/s/Ernest Clarke
-------------------------------------------------------------
Ernest Clarke,
President, Chief Financial Officer (Principal Financial
 Officer and Principal Accounting Officer) and Director

June 22, 2005

/s/ Mark L. Peterson                      
---------------------------------------------------
Mark L. Peterson,
Vice President-Engineering, Secretary and Director

June 22, 2005

/s/ Donald Rattner
-------------------------------------------------
Donald Rattner
Director

June 22, 2005

/s/ H. Krollfeifer, Jr.
-------------------------------------------------
H. Krollfeifer, Jr.,
Director

June 22, 2005

/s/ Matthew Klapman
-------------------------------------------------
Matthew Klapman
Director