UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE QUARTER ENDED March 31, 2001

                         Commission File Number 0-18094

                             UNIVERSAL EXPRESS, INC.
             (Exact name of Registrant as specified in its charter)

          NEVADA                                              11-2781803
----------------------------                       -----------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                           Number)

 1350 Broadway, New York, NY                                           10018
--------------------------------------------                    ----------------
(Address of principal executive offices)                            (Zip Code)

       Registrant's telephone number, including area code (212) 239-2575.

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

                                  Common Stock
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 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
                                         -----     -----

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2001:
                                   $ 4,090,633


Indicate 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 March 31, 2001
--------------------------------------------------------------------------------
   Class "A"                  56,970,206
   Class "B"                   1,280,000


<PAGE>





                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                          Page
                                                                          Number



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

 Balance Sheet - March 31, 2001                                                3

 Consolidated Statements of Operations                                         4

 Consolidated Statements of Cash Flows                                         5

 Notes to Consolidated Financial Statements                                    6

Item 2. Management's Discussion and Analysis of Financial                   7-11
        Condition and Plan of Operations


PART II - OTHER INFORMATION                                                   11


SIGNATURE                                                                     11

                                       2
<PAGE>




UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
March 31, 2001

                                             ASSETS
CURRENT ASSETS:
 Cash                                                               $    16,167
 Accounts receivable, net of allowance for doubtful
     accounts of $107,600                                               242,349

 Related party receivables                                              532,824

 Loan to officer                                                        924,402
                                                                      ----------
 Total current assets                                                 1,715,742
                                                                      ----------

PROPERTY AND EQUIPMENT, net                                              11,228

OTHER ASSETS:
 Goodwill, net                                                          501,662

 Other                                                                  137,541
                                                                      ----------
Total other assets                                                      639,203
                                                                      ----------
TOTAL ASSETS                                                        $ 2,366,173
                                                                      ==========

                            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
 Accounts payable                                                   $   638,817

 Accrued expenses                                                     1,440,817

 Payroll taxes payable                                                  133,465

 Other                                                                   89,861

 Convertible debentures                                                 189,000
                                                                      ----------
 Total current liabilities                                            2,491,960

                                                                      ----------
LONG-TERM LIABILITIES                                                   975,540
                                                                      ----------

STOCKHOLDERS' DEFICIENCY:
 Common stock, $0.005 par value; authorized 147,000,000
       shares, 56,970,206 shares issued, and outstanding                284,851

 Class B common stock, $.005 part value; authorized 3,000,000
        shares 1,280,000 shares issued and outstanding                    6,400

 Additional paid-in capital                                          26,391,768

 Stock rights                                                           353,002

 Common stock in treasury, at cost, 40,000 shares                       (12,000)

 Accumulated deficit                                                (26,743,932)

 Deferred compensation related to stock issued for services          (1,381,416)
                                                                    ------------

        Total stockholders' deficiency                               (1,101,327)
                                                                    ------------
                                                                    $ 2,366,173
                                                                    ============
                 See notes to consolidated financial statements


                                       3
<PAGE>




                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                CONSOLITED STATEMENTS OF OPERATIONS (UNAUDITED)
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>


                                                      THREE MONTHS ENDED               NINE MONTHS ENDED
                                                      ------------------               -----------------
                                                      MARCH 31                         MARCH 31
                                                      --------                         --------


                                                          2001            2000             2001              2000
                                                          ----            ----             ----              ----

INCOME:
<S>                                                <C>             <C>              <C>               <C>
 Ticket sales                                      $   244,902     $   241,664      $  1,172,827      $  1,096,770
  Merchandise and service sales
                                                             -             212             1,305           102,803
                                                   -----------     -----------      ------------        -----------
TOTAL                                                  244,902         241,876         1,174,132         1,199,573

COST AND EXPENSES:
 Cost of goods sold                                   (198,700)       (248,512)         (851,801)         (895,276)
 Selling, general and administration                  (463,169)       (772,128)       (1,217,352)       (2,344,231)
 Depreciation and amortization                         (13,555)        (49,298)          (40,059)         (176,419)
                                                   -----------     -----------      ------------        -----------
TOTAL                                                 (675,424)     (1,069,938)       (2,109,212)       (3,415,926)


INCOME (LOSS) FROM OPERATIONS                         (430,522)       (828,062)        (935,080)       (2,216,353)
 Interest Expense                                       (1,844)         (3,423)         (10,194)           (7,713)
                                                    -----------     -----------      ------------      -----------

 Net income (loss) from continuing operations         (432,366)       (831,485)        (945,274)       (2,224,066)
 Loss from discontinued operations                           -        (349,699)        (398,994)         (906,891)
 Gain from disposal of discontinued operations       1,517,555               -        1,517,555                 -
                                                    -----------     -----------      ------------      -----------



NET INCOME (LOSS)                                  $ 1,085,189    $ (1,181,184)      $  173,287      $ (3,130,957)
                                                    ===========    ============      ============      =============

BASIC INCOME (LOSS) EARNING PER SHARE:

 Continuing operations                             $     (0.01)   $      (0.10)      $    (0.02)     $      (0.19)

 Loss from discontinued operations                           -           (0.04)           (0.01)            (0.08)

 Gain from discontinued operations                        0.03               -             0.04                 -
                                                    -----------     -----------      ------------      -----------
BASIC INCOME (LOSS) PER COMMON SHARE               $      0.02    $      (0.14)      $     0.00      $      (0.27)
                                                   ============     ===========      ===========       ===========
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                           55,749,877       8,284,736       40,720,412        11,742,676
                                                   ============     ===========      ===========       ===========
</TABLE>

               See notes to consolidated financial statements

                                       4
<PAGE>
                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                                          2001            2000
                                                                                          ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                <C>                                                               <C>                <C>
        Net income ( loss)                                                           $ 173,287          $ (2,224,066)

        Adjustment to reconcile net loss to net cash used by operating
          activities:
          Depreciation and Amortization                                                 27,638               176,419
          Common stock issued for compensation                                               -               431,852
          Common stock cancelled from compensation                                    (122,004)                    -
          Common stock issued in lieu of cash                                                -                18,000
          Gain on disposal of discontined operations                                (1,517,555)                    -

        Change in assets and liabilities:
          (Increase)/Decrease in accounts receivable                                    27,473               (71,337)
          (Increase)/Decrease in inventory                                                   -                23,916
          (Increase)Deacrease in loan to officers                                      (54,502)              (37,350)
          (Increase)/Decrease in other assets                                                -               (53,105)
          (Increase)/Decrease in notes receivable                                     (182,565)              (15,032)
          Increase/(Decrease) in accounts payable and
                   accrued expenses                                                    451,069               260,275
          Change in net assets & liabilities of discontinued operations               (270,080)             (840,963)
          Increase/Decrease in taxes payable                                             7,987                 4,429
          Increase/(Decrease) in other liabilities                                     165,498                59,099
                                                                                    -----------           -----------
          Total Adjustments                                                         (1,467,041)              (43,797)
                                                                                    -----------           -----------
          Net Cash Used In Operating Activities                                     (1,293,754)           (2,267,863)
                                                                                    -----------           -----------
CASH USED IN INVESTING ACTIVITIES
          Purchase of property and equipment                                                -                 (8,000)
                                                                                    -----------           -----------
                                                                                            -                 (8,000)
                                                                                    -----------           -----------
          NET CASH (USED IN) OPERATING ACTIVITIES

CASH FLOW FROM FINANCING ACTIVITIES
          Sale of common stock                                                         475,000             1,240,000
          Repayments of notes and loans and payables                                   367,099                60,000
          Proceeds from issuance of convertible debt                                         -               625,000
          Proceeds from Stock Rights                                                     8,000               518,750
          Proceeds from loans                                                          439,000                     -
                                                                                    -----------           -----------

          NET CASH PROVIDED BY FINANCING ACTIVITIES                                  1,289,099             2,443,750
                                                                                    -----------           -----------

NET INCREASE(DECREASE) IN CASH                                                          (4,655)              167,887

CASH-Beginning of period                                                                20,823                37,164
                                                                                    -----------           -----------

CASH-End of period                                                                  $   16,168           $   205,051
                                                                                    ===========           ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
          Cash paid for interest                                                    $   10,914           $     7,713
                                                                                    ===========           ===========
</TABLE>
               See notes to consolidated financial statements

                                       5
<PAGE>



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. 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, 2001.

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 March 31, 2001 and the results of operations and cash flow for
the nine-months ended March 31, 2001 have been included.

The results of operations for the nine-months ended March 31, 2001, are not
necessarily indicative of the results to be expected for the full year ended
June 30, 2001.


2.       GOING CONCERN

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The Company incurred a net loss of
approximately $945,000 for the nine months ended March 31, 2001. Additionally,
the Company had working capital and total capital deficiencies of approximately
$776,000 and $1,100,000 at March 31, 2001. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans with respect to these matters include restructuring its existing debt,
raising additional capital through future issuances of stock and or debentures.
The accompanying financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.

3.       Sale of Skynet

In January 2001, the Company sold its 51% interest in Skyworld International
Couriers, Inc. ("Skynet") for the following consideration: $200,000 cash payable
by Skynet on February 27, 2001; $200,000 cash payable by Skynet in six monthly
installments of $30,000 each and one installment of $20,000, commencing on March
29, 2001; a service credit from Skynet in the sum of $700,000, use of which is
limited to $50,000 per month; Skynet's grant to the Company of a non-exclusive
license to grant sublicenses in the use of the trademark and tradename "Skynet"
in connection with international courier service for North America; agreement
between Skynet and the Company under which Skynet will provide the Company with
international courier service; and, the assumption of all of Skynet's
liabilities by the purchasers.

                                       6
<PAGE>

                                     Item 2

                      MANAGEMENT DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION OR PLAN OF OPERATIONS

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.

The business of Universal Express, Inc.(The "Company") has, the Company
believes, stabilized after having undergone major transitions in recent years.

The Company's web site is www.usxp.com.

Although the Company sold Skynet, the Company believes it retained most of the
benefits sought by the Company upon its acquisition of Skynet in 1999, in terms
of the granting of licenses to the Company of the Skynet trademark for North
America, franchise territory rights, shipping credits and low international
shipping rates for its PBC member stores.

The Company believes that the value to the Company of the sale of its interest
in Skynet is approximately $3,000,000 in cash, services and franchise
rights. In addition,  the Company expects to market its Skynet/Worldpost
territory business opportunity throughout North America. USXP has received
$700,000 in shipping service credits to pass on to its postal store members of
its trade association (pbc network.com).

The agreement between Skynet and the Company provides for cash, services,
franchise revenues and an international discounted shipping service to PBC
Network's postal store and consumer customers.

Management continues to concentrate on the raising of new capital and focusing
on new ventures, including the PBC Network and WorldPost.

The Company's principal subsidiaries and divisions include:
o        The Postal Business Center Network.com
o        Manhattan Concierge
o        WorldPost Network.com


                                       7
<PAGE>



                  Private Postal Network.com and WorldPost.com
                  ---------------------------------------------
On May 15, 1999, the name of the Association of Packagers and Carriers, APAC was
changed to the Private Postal Network.com (PPN), with two divisions, Postal
Business Center Network.com (PBC network.com) and an international shipping
division, WorldPost Network.com. In future reports, the names of these new
entities will be used to cover and describe the present functions and programs
of these networks as well as future programs and functions of this electronic
network of retail, mail, parcel, and business centers, which the Company

believes are positioned to provide goods and services needed to support
E-commerce, as well as the international shipping division, including support
from WorldPost.

Marketplace
A true global economy has surfaced and grown over the past decade. With
Internet, Catalog and Infomercial sales transcending all boundaries, an
inexpensive and responsive final mile Domestic and International delivery
network coupled with warehouse and shipping capabilities has been, the Company
believes, inexpensively created by the Company.

Business
Private postal and business service centers form a highly fragmented cottage
industry. The Company believes that this industry generates over $7 billion in
sales and presently consists of more than 20,000 independent operators. The
Company believes there is a market opportunity for the development of an
association with the goal of unifying and organizing independent and franchised
postal stores nationwide. PBC Network members are connected to other members and
to the PBC Network Headquarters via the PBC Web Site (PBCNetwork.com). The PBC
Web Site is utilized not only by members but also will be used in the future by
the general public. Only one PBC Network store per Zip Code has been
recommended, thus creating internal quality control standards.

                                        8
<PAGE>


Revenue Sources
Our initial revenues sources, the Company believes, will combine SkyNet
Worldwide delivery and territory sales, along with our other subsidiaries. Based
upon  marketing  and branding  monies,  PBC's  strategic  alliances  today could
include the following revenue sources:


         International Shipping                      Internet Postage
         Worldpost.com (SkyNet)                      E-Stamps

         Corrugated & Packaging                      Customized Corrugated
         Packaging Technologies                      Cactus Corrugated

         Lamination and Photo ID's                   Business and Office
                                                     Supplies
         D&K Laminex                                 PBCNBizSupplies.com

         Customized Rubber Stamps                    Parcel Insurance
         TheStampMaker.com                           Universal Parcel
                                                     Insurance Co.

         Equipment Leasing                           Credit Card rocessing
         Advantage Leasing                           Nova Information
                                                     Systems

         Promotional Items                           Check Processing
         International Promotion Group               Echeck2000.com

         Key Machines and Supplies                   Payroll and Tax
                                                     Processing
         LV Sales                                    PayChex

         Discounted Phone Cards                      Video Conferencing
         Saratoga Telecom                            Talk Visual

         Secure Document Delivery                    Air Miles Incentive
                                                     Program

         NetEx                                       American Airlines

         Moving Supplies                             Travel and
                                                     Entertainment
         All Boxes Direct                            Reslinx

         Car Rental                                  Shredder Cushioning
                                                     Systems
         Hertz Rent-A-Car                            Pac-Mate

         Insurance
         AFLAC Insurance

                                        9
<PAGE>



Competition

The  company  further  believes  that the  maturation  of the PBC  Network  will
strengthen the profitable  atmosphere of this cottage  private postal  industry.
Lack of financial  strength and market penetration have prevented some excellent
franchisors and independent stores from properly  promoting their services.  The
ability  of the PBC  Network  to create a  nationally  accepted  private  postal
industry  that the American  public will  embrace and trust  should  re-create a
viable  industry.  The  Company  feels  it  can  convince  the  independent  and
nationwide  franchisors that they must self-regulate for consumer acceptance and
seize this opportunity to become part of this new cooperative partnership within
the global economy.

Results of Operations - Three and Nine Months

Universal Express, Inc. (USXP), is an integrated business services conglomerate.
Its principal  subsidiaries and divisions include the Private Postal Network.com
(with  two  divisions,  Postal  Business  Center  Network.com  (PBC  Network)and
WorldPost. Network.com)and Manhattan Concierge.

Net loss from  operations was $432,366 for the three months ended March 31, 2001
compared to a net loss of $828,062  for the three  months  ended March 31, 2000.
Net loss from  operations  for the nine months ended March 31, 2001 was $945,274
compared to a net loss of $2,224,066 for the same period ended March 31,2000.  A
gain of  $1,517,555  is  recognized  in this quarter for sale of a  discontinued
operation. Such operation carried a loss of $398,994 at March 31, 2001.

Ticket sales for Manhattan Concierge for the third quarter were $244,902 as
compared with $241,664 for the same period of 2000.

Liquidity and Capital Resources - for the Three Months Ended March 31, 2001
---------------------------------------------------------------------------

The net proceeds from new loans to the Company were $100,000, all of which was
used in its operating activities.

Until the PBC Network and WorldPost are fully operational, the Company faces a
situation whereby it needs to raise additional cash in the near future.
Management is continuing efforts to raise cash by arranging lines of credit and
obtaining additional equity. The Company's future business operation will
require additional capital.


                                       10
<PAGE>

Management continues to explore methods to increase working capital through debt
and additional equity infusions, as well as possible acquisitions.



PART II -- OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

The Company is involved in a small number of three lawsuits with vendors or
suppliers and claims for fees of certain professionals. The Company disputes of
all these claims. The Company believes that the disposition of these matters
will not have a material adverse effect on the Company's financial position.


Item 2.           CHANGES IN SECURITIES -- NONE
                  ---------------------

Item 3.           DEFAULTS ON SENIOR SECURITIES -- NONE
                  -----------------------------

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  --------------------------------------------
                           HOLDERS  - NONE

Item 5.           OTHER INFORMATION - NONE
                  -------------------------

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

                           None



SIGNATURES

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

                                                     UNIVERSAL EXPRESS, INC.




                                                  /s/Richard A. Altomare
                                                     Richard A. Altomare,
                                                     President and Chairman
                                                     of the Board.


Dated:   May 18, 2001


                                       11