**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C.  20549**







**FORM
      10-QSB/A**









QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934




For
      the
      quarter ended December 31, 2006




Commission
      File Number 0-18094




**UNIVERSAL
      EXPRESS, INC.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)




**NEVADA**
            **11-2781803**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            (I.R.S.
                Employer
              Identification
                No.)


**1230
      Avenue of the Americas**


**Suite
      771, Rockefeller Center**


**New
      York,  10020**


(Address
      of Principal Executive Offices)




(917)
      639-4157


(Issuer’s
      Telephone Number Including Area Code)






Check
      whether the issuer (1) 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      
      Noo




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12(b)-2 of the Exchange Act).    Yes   o      
No  x




State
      the
      number of shares outstanding of each of the issuer’s classes of common stock as
      of the latest practicable date.




**Common
                  Stock**
            
            **Outstanding
                  at**
                **December
                  31, 2006**Class
                “A”
            
            15,981,433,343Class
                “B”
            
            1,280,000





Transitional
      Small Business Disclosure Format (check
      one):     Yes   o      
No  x



















**EXPLANATORY
      NOTE**




We
      are
      filing this Amendment No. 1 to our Form 10-QSB for the quarter ended
      December 31, 2006 to amend the quarterly report in response to certain requests
      of the staff of the Securities and Exchange Commission.  We have not
      restated our consolidated financial statements for the periods
      presented.















**UNIVERSAL
      EXPRESS, INC.**




**INDEX**






Page
                NumberPART
                  I – FINANCIAL INFORMATIONItem
                  1.
              Financial
                  Statements
              2Balance
                  Sheet – December 31, 2006
              2Consolidated
                  Statement of Operations –
                Six
                  months ended December 31, 2006
              3Consolidated
                  Statement of Cash Flows –
                Six
                  months ended December 31, 2006
              4Notes
                  to Consolidated Financial Statements
              5Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Plan of
                  Operations
              6Item
                  3.
              Controls
                  and Procedures
              12PART
                  II – OTHER INFORMATIONItem
                  6.
              Exhibits
                  and Reports on Form 8-K
              12SIGNATURES
              13
















**PART
      I – FINANCIAL INFORMATION**




**Item
                  1.**
              **FINANCIAL STATEMENTS
                  UNIVERSAL
                  EXPRESS INC. AND
                  SUBSIDIARIES**
 ****


**CONSOLIDATED
        BALANCE SHEET**
 **December
        31,**


**ASSETS**
              
              **2006****CURRENT
                  ASSETS:**Cash
                  and Equivalents
              
              $
              335,137Accounts
                  Receivable, net of reserve of
              
              
              423,853Other
                  Current Assets
              
              
              2,859,576Total
                  Current Assets
              
              
              3,618,566**PROPERTY
                  AND EQUIPMENT**Computers
                  and Equipment
              
              
              398,602Less
                  Accumulated Depreciation
              
              
              (43,251
              )Net
                  Property and Equipment
              
              
              355,351**OTHER
                  ASSETS:**Loan
                  to Officer
              
              
              707,791Related
                  Party Receivables
              
              
              906,000Notes
                  Receivable
              
              
              848,053Customer
                  List
              
              
              650,000Goodwill
              
              
              1,558,276Other
                  Assets
              
              
              42,841Total
                  Other Assets
              
              
              4,712,961**Total
                  Assets**
              
              $
              8,686,878**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIENCY)****CURRENT
                  LIABILITIES:**Accounts
                  Payable
              
              $
              839,599Accrued
                  ExpensesTrade
              
              
              178,832Interest
              
              
              297,970Bank
                  Line of Credit
              
              
              322,920Accrued
                  Officers' Salary
              
              
              269,231Current
                  Portion of Long-Term Debt
              
              
              81,998Notes
                  Payable
              
              
              936,809Convertible
                  Debenture
              
              
              100,000Total
                  Current Liabilities
              
              
              3,027,359Long-Term
                  Debt, Net of Current Portion
              
              
              -**Total
                  Liabilities**
              
              
              3,027,359**Minority
                  Interest in Subsidiaries**
              
              
              (196,389
              )**STOCKHOLDERS'
                  EQUITY (DEFICIENCY)**Common
                  Stock, $.005 par value; Authorized 16,950,000,000 Shares15,981,433,343
                  Shares Issued, 15,981,393,343 Shares Outstanding
              
              
              79,907,167Class
                  B Common Stock, $.005 par value; Authorized 3,000,000shares
                  1,280,000 shares issued and outstanding
              
              
              6,400Additional
                  Paid-in Capital
              
              
              21,038,087Stock
                  Rights
              
              
              22,389,192Treasury
                  Stock, at cost, 40,000 shares
              
              
              (14,350
              )Deferred
                  Compensation
              
              
              (23,041,472
              )Accumulated
                  Comprehensive Income (Loss)
              
              
              (157,558
              )Collateral
                  Stock
              
              
              (3,920,000
              )Accumulated
                  Deficit
              
              
              (90,351,558
              )Total
                  Stockholders' Equity (Deficiency)
              
              
              5,855,908**TOTAL
                  LIABILITIES & STOCKHOLDERS' EQUITY**
              
              $
              8,686,878





See
      notes
      to consolidated financial statements.










2




**UNIVERSAL
      EXPRESS INC, AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS – UNAUDITED**


**FOR
      THE SIX MONTHS ENDED DECEMBER 2006 AND 2005**




**2006**
            
            
            **2005****CASH
                FLOWS FROM OPERATING ACTIVITIES**:Net
                Loss
            
            $
            (12,553,006
            )
            
            $
            (8,315,294
            )Adjustments
                to reconcile net loss to net cashused
                by operating activities:Depreciation
                and amortization
            
            
            43,251
            
            
            
            19,700Common
                shares issued for services
            
            
            215,500
            
            
            
            324,450Amortization
                Of Deferred Compensation
            
            
            8,723,850
            
            
            
            6,097,733Forgiveness
                of Officer Loan
            
            
            35,947
            
            
            
            37,479Adjustment
                to Net Income
            
            
            (46,925
            )
            
            
            -Changes
                in operating assets and liabilities:(Increase)
                decrease in accounts receivable
            
            
            (345,587
            )
            
            
            (27,584
            )(Increase)
                decrease in other current assets
            
            
            (2,128,720
            )
            
            
            1,152(Increase)
                decrease in notes receivables
            
            
            -
            
            
            
            5,000(Increase)
                decrease in loan to officer
            
            
            (21,029
            )
            
            
            (21,925
            )(Increase)
                decrease in other assets
            
            
            (12,973
            )
            
            
            -Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (41,910
            )
            
            
            112,776Increase
                (decrease) in accrued officers salary
            
            
            267,184
            
            
            
            (29,973
            )Increase
                (decrease) in accrued interest
            
            
            12,667
            
            
            
            13,950Net
                cash provided (used) by operating activities
            
            ****
            **(5,851,751**
            **)**
            
            ****
            **(1,782,536**
            **)****CASH
                FLOWS FROM INVESTING ACTIVITIES**Acquisition
                of property and equipment
            
            
            (66,957
            )
            
            
            (1,520
            )Loan
                From Officer
            
            
            -
            
            
            
            130,000Purchase
                of Property and Equipment
            
            
            (124,813
            )
            
            
            -Purchase
                of Customer List
            
            
            (650,000
            )
            
            
            -Acquisition
                of Goodwill
            
            
            (1,301,949
            )
            
            
            -Net
                Cash provided (used) by investing activities
            
            ****
            **(2,143,719**
            **)**
            
            ****
            **128,480****CASH
                FLOWS FROM FINANCING ACTIVITIES:**Issuance
                of common stock for cash
            
            
            
            
            
            
            421,500Issuance
                of stock rights for cash
            
            
            5,037,768
            
            
            
            1,208,000Long
                term debt payments
            
            
            (8,831
            )
            
            
            (12,500
            )Notes
                payable (payments)
            
            
            889,309
            
            
            
            (1,500
            )Bank
                line of credit (payments)
            
            
            309,902
            
            
            
            20,063**NET
                CASH PROVIDED BY FINANCING ACTIVITIES**
            
            ****
            **6,228,148**
            
            
            ****
            **1,635,563****NET
                INCREASE (DECREASE) IN CASH AND EQUIVALENTS**
            
            
            (1,767,322
            )
            
            
            (18,493
            )**CASH
                and Equivalents, beginning of period**
            
            
            2,102,459
            
            
            
            19,140**CASH
                and Equivalents, end of period**
            
            
            335,137
            
            
            
            647**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Interest
                paid in cash
            
            $
            852
            
            
            $
            4,351**Non-Cash
                Financing Activities:**Issuance
                of common stock for deferred compensation
            
            
            12,918,240
            
            
            
            3,261,350Issuance
                of common stock for conversion of stock rights
            
            
            -
            
            
            
            99,000







See
      notes
      to consolidated financial statements.









3







**UNIVERSAL
      EXPRESS INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**AND
      COMPREHENSIVE INCOME (LOSS)**


**FOR
      THREE AND SIX MONTHS ENDING DECEMBER 31, 2006 AND 2005**




**THREE
                  MONTHS ENDED**
            
            
            **SIX
                  MONTHS ENDED****2006**
            
            
            **2005**
            
            
            **2006**
            
            
            **2005**Revenues
            
            $
            992,435
            
            
            
            281,861
            
            
            
            1,474,333
            
            
            $
            501,033Cost
                of Goods Sold
            
            
            825,759
            
            
            
            227,167
            
            
            
            1,139,434
            
            
            
            394,690**Gross
                Profit**
            
            
            166,676
            
            
            
            54,694
            
            
            
            334,899
            
            
            
            106,343**OPERATING
                EXPENSES**Selling,
                General and Administrative
            
            
            7,191,363
            
            
            
            5,067,364
            
            
            
            12,908,849
            
            
            
            8,405,563Depreciation
            
            
            18,236
            
            
            
            9,197
            
            
            
            36,577
            
            
            
            19,700**Total
                Operating Expenses**
            
            
            7,209,599
            
            
            
            5,076,561
            
            
            
            12,945,426
            
            
            
            8,425,263**Operating
                Loss**
            
            
            (7,042,923
            )
            
            
            (5,021,867
            )
            
            
            (12,610,527
            )
            
            
            (8,318,920
            )**OTHER
                INCOME (EXPENSE)**Other
                Income
            
            
            5,500
            
            
            
            -
            
            
            
            5,500
            
            
            
            -Interest
                Income
            
            
            10,460
            
            
            
            10,907
            
            
            
            21,030
            
            
            
            21,927Interest
                Expense
            
            
            (6,695
            )
            
            
            (9,554
            )
            
            
            (13,519
            )
            
            
            (18,301
            )9,265
            
            
            
            1,353
            
            
            
            13,011
            
            
            
            3,626**Loss**
            
            $
            (7,033,658
            )
            
            $
            (5,020,514
            )
            
            $
            (12,597,516
            )
            
            $
            (8,315,294
            )**Minority
                Interest in Subsidiaries**
            
            
            53,422
            
            
            
            -
            
            
            
            55,609
            
            
            
            -**Net
                Loss**
            
            $
            (6,980,236
            )
            
            $
            (5,020,514
            )
            
            $
            (12,541,907
            )
            
            $
            (8,315,294
            )**COMPREHENSIVE
                LOSS - Net Of Tax**
            
            
            -
            
            
            
            -
            
            
            
            (11,099
            )**NET
                COMPREHENSIVE LOSS**
            
            $
            (6,980,236
            )
            
            $
            (5,020,514
            )
            
            $
            (12,553,006
            )
            
            $
            (8,315,294
            )**BASIC
                NET LOSS PER COMMON SHARES**
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )**WEIGHTED
                AVERAGE COMMON SHARES OUTSTANDING**
            
            
            14,918,840,953
            
            
            
            2,000,859,028
            
            
            
            14,179,025,192
            
            
            
            2,764,413,278







See
      notes
      to consolidated financial statements.






4




**UNIVERSAL
      EXPRESS, INC. AND SUBSIDIARIES**


**Notes
      To Financial Statements**


**(Unaudited)**




**1.           Basis
      of Presentation**




The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with generally accepted accounting principles for interim financial
      statements and with the instructions to Form 10-QSB and Item 310 of Regulation
      S-B.  Accordingly, they do not include all of the information and
      disclosures required for annual financial statements.  These financial
      statements should be read in conjunction with the consolidated financial
      statements and related footnotes included in the Company’s annual report on Form
      10-KSB for the year ended June 30, 2006.




In
      the
      opinion of the Company’s management, all adjustments (consisting of normal
      recurring accruals) necessary to present fairly the Company’s financial position
      as of December 31, 2006 and the results of operations and cash flows for the
      six
      months ended December 31, 2006 have been included.




The
      results of operations for the six months ended December 31, 2006, are not
      necessarily indicative of the results to be expected for the full year ended
      June 30, 2007.




**2.           Segment
      Information**




Six
      months ended December 31, 2006:




**Logistics
                  &**
                **International**
                **Shipping**
            
            
            **Transportation/**
                **Equipment**
                **Leasing**
                **Brokerage**
            
            
            **Parent**
                **(Other)**
            
            
            **Consolidated**Revenue
            
            $
            1,474,333
            
            
            $
            --0--
            
            
            $
            --0--
            
            
            $
            1,474,333Operating
              Income/(Loss)
            
            
            (1,356,952
            )
            
            
            --0--
            
            
            
            (11,196,054
            )
            
            
            (12,553,006
            )








Six
      months ended December 31, 2005:




**Logistics
                  &**
                **International**
                **Shipping**
            
            
            **Transportation/**
                **Equipment**
                **Leasing**
                **Brokerage**
            
            
            **Parent**
                **(Other)**
            
            
            **Consolidated**Revenue
            
            $
            501,033
            
            
            $
            --0--
            
            
            $
            --0--
            
            
            $
            501,033Operating
                Loss
            
            
            (491,106
            )
            
            
            (3,345
            )
            
            
            (7,820,843
            )
            
            
            (8,315,294
            )





Assets
      of
      the segment groups are not relevant for management of the businesses nor for
      disclosure.




**3.           Capital
      Stock**




During
      the quarter ended December 31, 2006 the Company issued 1,987,500,000 shares
      of
      common stock.  Of such shares issued, 1,953,000,000 were issued for
      deferred services, and 34,500,000 for services.






5






**Item
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL**
              **CONDITION AND RESULTS OF
                OPERATION**




Included
      in this report are forward-looking statements within the meaning of Section
      27A
      of the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended.  Although the Company believes that
      the expectations reflected in such forward-looking statements are reasonable;
      it
      can give no assurance that such expectations reflected in such forward-looking
      statements will prove to be correct.  The Company’s actual results
      could differ materially from those anticipated in the forward-looking statements
      as a result of certain factors, including sales levels, distribution and
      competition trends and other market factors.




Universal
      Express, Inc. (USXP) evolved into a conglomerate of supportive companies and
      divisions centered around its private postal system.




The
      Company’s principal subsidiaries and divisions are:


UniversalPost
      Private Postal Network/Postal Nation


UniversalPost
      International Courier Service


Universal
      Express Logistics, Inc.


Virtual
      BellhopTM


Luggage
      ExpressTM


LEAP
      (Luggage Express Associate Program division)


Luggage
      Express Found


MadPackers,
      Inc.


Universal
      Express Capital Corp.


Universal
      Cash Express


Universal
      Express Properties




**Marketplace**




A
      challenging global economy has grown over the past decade.  Internet,
      catalog and retail sales continue to mandate an inexpensive and responsive
      outsourced final mile Domestic and International delivery network. That
      innovative and outsourced final mile network continues to be addressed by
      Universal Express and it has undergone visionary expansion in the last decade.
      Strong strategic relationships are currently being established with companies
      and manufacturers, thus strengthening its long term private postal network,
      its
      luggage business and its logistical courier network.




Members
      of the UniversalPost’s private postal network provide the public with a
      complement to the U.S. Post Office for many retail and business postal services.
      In addition, these Postal Service Centers offer individuals and business
      customers an additional variety of personal business services and
      merchandise.




Luggage
      Express has begun to separate passengers from suitcases and offer a safer and
      more pleasurable travel experience.




These
      courier companies and private postal centers form a highly fragmented cottage
      industry.  Universal Express believes that since this industry
      generates over $14 billion in sales and presently consists of more than 30,000
      independent operators, there is a market opportunity for the development of
      an
      association with the goal of unifying and organizing the independent and
      franchised postal stores and couriers nationwide. These members are
      electronically connected to other members via our new website, new sales and
      products.






6






Our
      company believes that an affordable outsourced distribution system is needed
      to
      suit consumers’ future needs. Universal Express believes it has positioned
      itself to be a contender in the global economy for the next decade with the
      development of its outsourced and innovative subsidiaries.




USXP
      is
      now positioned as a significant player in the international shipping and
      transportation industries. By building its divisions through classic outsourcing
      techniques, USXP’s future revenue growth will not be offset by increased
      overhead.




In
      just
      the past few years, USXP has identified more than 9,000 private postal centers
      in a network called UniversalPost that produces growing revenue streams for
      both
      its members and USXP.  USXP offers its UniversalPost Network members
      discounted services from some of the country’s largest vendors, as well as
      innovative new luggage services that resonate in the world’s present
      security-conscious travel climate.




USXP’s
      business strategy is far more than the sum of today’s parts. The company’s three
      highly synergistic divisions position the company to create an entirely new
      industry paradigm by offering the private postal industry and consumers
      value-added services and products, logistical services, equipment leasing and
      cost-effective delivery of goods and services worldwide.




UniversalPostTM
      Network, the name for USXP’s private postal network, taps the purchasing power
      of over 20,000 privately owned and operated postal stores to create the nation’s
      first truly organized and funded private postal system.




USXP’s
      Web-based CRM software system empowers swift delivery of business products
      and
      services to the network: commercial mail receiving; office products and
      supplies; packaging and shipping; copying, imaging, photo finishing and digital
      services; home office boutique items; and even concierge services.




Universal
      Express Logistics, Inc. joins the company’s visionary Luggage ExpressTM service
      offered through the UniversalPost Network and its Internet-based Virtual
      Bellhop® luggage pickup and delivery service to free travelers from the stress
      of dealing with their luggage as they travel across the country and around
      the
      world. Today’s target customer is the upscale traveler planning extended stays
      at destination resorts, but the service is equally appealing to any traveler
      who
      prefers not to pay extra airline fees or struggle with heavy and awkward baggage
      at either end of their trip. When you consider that domestic airline luggage
      is
      expected to exceed 3 billion pieces annually, USXP’s revenue potential is
      substantial as acceptance of luggage transportation services reaches critical
      mass with further branding and advertising.




A
      new
      subsidiary; Luggage Express Found’s mission is to deliver luggage that has been
      lost by the airlines, to customers in the most efficient and convenient way
      possible.  Utilizing a fleet of trucks together with the knowledge of
      the transportation industry, Luggage Express Found takes the frustration out
      of
      missing baggage.  Luggage Express Found includes Global Trucking,
      Airport Alliance and American Delivery Systems.




MadPackersTM   is
      a service oriented company that is assisting the college world by moving
      students and their belongings into their rooms ahead of time; creating a fluid
      move in process on the first days of school for students, parents and
      administrations across the country through a “door to dormTM” shipping service.
      MadPackers takes students’ belongings from their home and sends them directly to
      their college residences. They also take students’ belongings back home after
      the semester has ended. They store students’ belongings during winter, summer,
      and study abroad breaks, as well as ship to study abroad and spring break
      destinations. MadPackers provides students, parents, and administrations an
      innovative solution to the move in process on and off campuses across the
      country.








7






Universal
      Express Capital Corp. is a full-service, asset-based transportation and leasing
      service that provides capital acquisition funding for the business sector.
      USXP
      has established strategic alliances with a number of major manufacturing firms
      in the limousine, livery, small fleet, vehicle rental, delivery truck and van,
      bus and aircraft industries.




Universal
      Cash Express, a division of Universal Express Capital, is a leader in the
      pre-paid PIN based products industry. Cash Express develops products and
      services for companies wishing to expand their current market penetration into
      this exciting and growing market segment. Cash Express employs industry experts
      that are able to advise these companies on which products are desired by this
      market niche. Cash Express is further able to assist our corporate clients
      by
      designing the perfect product for them to accelerate their profit
      potential.




The
      Company is also affiliated with The Coalition for luggage
      Security.  The Coalition is made of companies and individuals with the
      mission of creating safer air travel by separating luggage from
      passengers.  The Founder and President of the Coalition is Richard
      Altomare, who is also the CEO and Chairman of the Company.  Currently,
      his white paper entitled, “More Safety, Less Hassle for American
      Travelers:  A Private Sector Solution” has been circulated in
      Congress.  You can read more about the Coalition and this white paper
      at www.luggagesecuritycoalition.com.




**UniversalPostTM
      Network– The Private Postal Network**




UniversalPost
      Network, a private postal network, is an association formed to create a very
      much needed partnership between previously unconnected shipping and packaging
      store owners.  This concept has been accomplished many times before in
      American industries, most notably by FTD’s maturation of the independent
      florists across America and Interflora’s unification and development of florists
      in Europe. UniversalPost Network provides independent store-owners with a
      variety of cost effective services and products to help increase their
      profitability, while they are still able to maintain their local or franchised
      identities.




Individual
      Services and Products




·
            Flowers/Gift
                Baskets




·
            Corrugated
                & Packaging




·
            Moving
                Supplies




·
            Customized
                Corrugated




·
            Parcel
                Insurance




·
            E-Bay
                Power Selling Franchises




·
            Certified/Registered
                E-mail’s




·
            Personalized
                Postage




·
            Discounted
                Supplies




·
            Joint
                Promotions




·
            Fingerprinting




·
            Credit
                Union




·
            Consolidated
                Shipping rates




·
            Supplemental
                Health Insurance




·
            Print
                Certified Mail






8






·
            On-line
                Purchasing




·
            Van
                Sales




·
            Visa
                Debit Card







**UniversalPostTM
      Network- International Courier Service**




UniversalPost
      Network, the International Courier Service, is an alliance of independently
      owned and operated express courier services operating in 268 cities in 120
      countries. UniversalPost Network provides global delivery and services to
      international firms. This network currently delivers over 650,000 packages
      per
      month and is part of the world’s largest independently owned courier network. It
      is the 5th largest express courier network in the world behind the integrated
      United States express carriers such as FedEx, UPS and DHL.




Unlike
      the major integrators who operate their own aircraft and thus offer rigid pick
      up and delivery schedule, UniversalPost Network members offer flexible,
      customized International services to meet a client’s specific distribution
      needs. Instead of operating our own costly fleet, UniversalPost Network offers
      express International air courier service




and
      expedited air cargo through regularly scheduled commercial airlines to transport
      time-sensitive documents, parcels, freight and mail.




According
      to industry estimates, private postal stores alone ship $600,000,000 annually
      in
      International packages and without UniversalPost Network are totally dependent
      upon their suppliers’ shipping. The obvious synergy between UniversalPost, the
      International Courier Service and UniversalPost Network, the private postal
      network, enhances our unusual position in the shipping service
      industry.




Now
      UniversalPost Network members can offer an in-house solution for international
      deliveries at a higher profit margin for themselves and increase the value
      of
      international delivery service to their customers rather than the more expensive
      traditional carriers. The UniversalPost




Networks’
      use of the UniversalPost envelope for their international shipping method
      instead of outsourced options strengthens the local postal stores’ position as
      an international delivery solution.




**Luggage
      ExpressTM and Virtual Bellhop**




Luggage
      Express and its premier service, the Virtual Bellhop, facilitate and manage
      the
      movement of baggage door-to-door for leisure and business
      travelers.




With
      many
      years of logistical corporate and entrepreneurial experience in relevant core
      businesses, Universal Express has created a powerful logistical business model
      driven by multi-channel distribution and multi-market demand.  We have
      established relationships with travel service providers and distribution
      partners.




There
      are
      significant market opportunities not limited to the abundance of checked bags
      presently being moved each year.  Making travel easier and more
      enjoyable through luggage free travel is the goal of our two
      companies.




Whether
      it be through partners like hotels, airlines, cruise lines, credit card
      companies, airline or travel agencies, or simply our neighborhood postal store,
      we continue to introduce Americans to luggage-free travel.






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With
      over
      1.5 billion suitcases presently being checked by domestic passengers, our
      companies offer significant benefits to the airlines. Customer satisfaction,
      easier check-in, a secure alternative to curb-side check-in, less congestion
      in
      the departure hall and minimizing departure delays, defines our
      service.  The FAA expects the number of airline passengers to double,
      making domestic luggage to exceed 3 billion suitcases. Luggage Express and
      Virtual Bellhop are indeed poised for luggage-free travel.




On
      October 24, 2006, The Company announced that Virtual Bellhop had entered into
      a
      strategic partnership with Windstar Cruises.




On
      November 2, 2006, the Company announced that Luggage Express has begun
      advertising with the National Hockey League team, the Florida
      Panthers.




On
      November 2, 2006, the Company announced the completion of its Uniform Offering
      Circular and Franchise Agreement for its Luggage Express Associates Program
      (LEAP.




On
      November 2, 2006, the Company announced the acquisition of the business of
      American Delivery Systems, a baggage delivery company operating out of
      Hollywood, Fort Lauderdale International Airport, delivering lost or misplaced
      luggage from airlines to travelers.




On
      December 12, the Company announced the Luggage Express holiday gift card
      program.




On
      December 28, the Company announced its sponsorship of the Signalsport BMW race
      team.




On
      December 28, the Company announced that Luggage Express had partnered with
      THEGREENHOUSE luxury destination spas.




On
      February 5, 2007, the Company a partnership between Luggage Express and Castro
      Travel, with nine offices from California to London to the Philippines, with
      some of the largest companies in the world as clients.




**MadPackers**




MadPackersTM   is
      a service oriented company that is assisting the college world by moving
      students and their belongings into their rooms ahead of time; creating a fluid
      move in process on the first days of school for students, parents and
      administrations across the country through a “door to dormTM” shipping service.
      MadPackers takes students’ belongings from their home and sends them directly to
      their college residences. They also take students’ belongings back home after
      the semester has ended. They store students’ belongings during winter, summer,
      and study abroad breaks, as well as ship to study abroad and spring break
      destinations.




MadPackers
      provides students, parents, and administrations an innovative solution to the
      move in process on and off campuses across the country.




On
      November 2, 2006, the Company announced that Madpackers would launch a Door
      to
      Dorm” concert tour covering 25 colleges.




On
      November 2, 2006, the Company announced the introduction by Madpackers of
      its
      student based service expansion into areas outside the shipping and storage
      areas.






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On
      December 11, 2006, the Company announced the Madpackers’ Holiday Gift Card for
      discount services for parents and students.




On
      December 12, 2006, the Company announced Madpackers’ Campus Rep
      program.




On
      January 29, 2007, the Company announced that Madpackers had acquired Smart
      Movers, an 11-year old shipping and storing business for college students
      serving 23 schools in the northeast.




**Universal
      Express Capital Corp.**




The
      Universal Express family of companies has broadened the nature of its core
      business by entering the financial services industry via its subsidiary
      Universal Express Capital Corp. A full service, asset based transportation
      and
      equipment lessor, Universal Express Capital Corp. provides capital acquisition
      funding, in the form of lease financing, to the national business community
      as
      well as within the framework of Universal Express’ other affiliates and
      subsidiaries.




**Universal
      Cash Express**




Universal
      Cash Express, a division of Universal Express Capital, is a leader in the
      pre-paid PIN based products industry. Cash Express develops products and
      services for companies wishing to expand their current market penetration into
      this exciting and growing market segment. Cash Express employs industry experts
      that are able to advise these companies on which products are desired by this
      market niche. Cash Express is further able to assist our corporate clients
      by
      designing the perfect product for them to accelerate their profit
      potential.




**Universal  Express
      Properties**




The
      Company announced the establishment of its real estate division in 2004. The
      division will concentrate on commercial property acquisitions, commercial loans
      and other lending activities, and will seek to be the lead investor in private
      placements, limited partnerships and other activities with a goal to develop
      a
      portfolio sufficient to operate the company as a real estate investment trust
      (REIT).




**Results
      of Operations – Six Months ended December 31, 2006.**




**Six
                  Months Ended****2006**
            
            
            **2005**RevenuesLogistics
                & International shipping –
            
            
            1,474,333
            
            
            
            501,033Transportation
                / Equipment –
            
            
            -0-
            
            
            
            -0-Leasing
            
            
            -0-
            
            
            
            -0-Other
                –
            
            
            -0-
            
            
            
            -0-Cost
                Of Goods Sold
            
            
            1,139,434
            
            
            
            394,690Selling,
                General and Administration
            
            
            4,184,999
            
            
            
            1,983,380Depreciation
                & Amortization
            
            
            36,577
            
            
            
            19,700





During
      the six months ended December 31, 2006 operating revenues increased to
      $1,474,333 from $501,033.  This increase is due mainly to the
      acquisition of Global Trucking Services, Inc.




Cost
      of
      revenues were $1,139,434 and $394,690 respectively.




**Liquidity
      and Capital Resources – for the six months Ended December 31,
      2006.**




The
      net
      proceeds from investments in the Company was approximately
      $5,037,768.  Approximately $5,851,751 was used in its operating
      activities.






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Until
      the
      UniversalPost Network, Postal Nation, Virtual Bellhop, Luggage Express,
      MadPackers, USXP Capital, UniversalPost International Delivery, Universal
      Express Properties and the Company’s other businesses, are fully developed, the
      Company will continue to rely on equity and debt raised to fund its
      operations.  Management is continuing efforts to raise cash by
      arranging lines of credit, and obtaining additional equity
      capital.  The Company’s future business operations will require
      additional capital.




Management
      is presently exploring methods to increase available credit lines as well as
      methods to increase working capital through both traditional and non-traditional
      debt services.




**Item
      3.                      INTERNAL
      CONTROLS AND PROCEDURES**




Richard
      Altomare, our Chief Executive Officer and Chief Financial Officer, performed
      an
      evaluation of the Company’s disclosure controls and procedures within 90 days
      prior to the filing date of this report.  Based on his
      evaluation, he concluded that the controls and procedures in place are effective
      to assure that material information concerning the Company which could affect
      the disclosures in the Company’s quarterly and annual reports is made known to
      him by the other officers and employees of the Company, and that the
      communications occur with promptness sufficient to assure the inclusion of
      the
      information in the then-current report.




There
      have been no significant changes in the Company’s internal controls or in other
      factors that could significantly affect those controls subsequent to the date
      on
      which Mr. Altomare performed his evaluation.




**PART
      II – OTHER INFORMATION**




**Item
      6.                EXHIBITS
      AND REPORTS ON FORM 8-K**




Current
      Report filed on Form 8-K dated October 18, 2006.


Current
      Report filed on Form 8-K/A dated November 22, 2006.






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**SIGNATURES:**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Company’s report
      on Form 10-QSB/A has been signed below by the following person on behalf of
      the
      registrant and in the capacities and on the dates indicated.







UNIVERSAL
                EXPRESS, INC.Date:
                June 14, 2007
            /s/
                Richard A. AltomareRichard
                A. Altomare, Presidentand
                Chairman of the Board





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