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 September 30, 2004
                         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
 incorporation or organization)                           Identification Number)

1230 Avenue of the Americas, Suite 771,
Rockefeller Center, New York,                                      10020
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code (917) 639-4157.
                                                   --------------

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 September 30, 2004:

--------------------------------------------------------------------------------
                                   $6,582,250
--------------------------------------------------------------------------------

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 September 30, 2004
--------------------------------------------------------------------------------
Class "A"                                                  828,394,540
Class "B"                                                    1,280,000
<PAGE>

                             UNIVERSAL EXPRESS, INC.

                                      INDEX

                                                                          Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

  Balance Sheet - September 30, 2004                                         3

  Consolidated Statement of Operations -
  Three months ended September 30, 2004                                      4

  Consolidated Statement of Cash Flows -
  Three months ended September 30, 2004                                      5

  Notes to Consolidated Financial Statements                                 6

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

Item 3. Controls and Procedures                                             13

PART II - OTHER INFORMATION                                                 14

SIGNATURES                                                                  16


                                       2
<PAGE>

                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004

                                     ASSETS                            2004
                                                                       ----

CURRENT ASSETS:
  Cash and Equivalents                                             $     25,518
  Accounts Receivable, net of reserve of                                 12,332
  Other Current Assets                                                  148,800
                                                                   ------------
      Total Current Assets                                              186,650
                                                                   ------------

PROPERTY AND EQUIPMENT
  Computers and Equipment                                               205,633
      Less Accumulated Depreciation                                    (100,213)
                                                                   ------------
          Net Propert and Equipment                                     105,420
                                                                   ------------

OTHER ASSETS:
  Loan to Officer                                                       777,444
  Related Party Receivables                                             906,000
  Notes Receivable                                                      224,208
  Goodwill                                                              397,107
  Other Assets                                                           11,555
                                                                   ------------
      Total Other Assets                                              2,316,314
                                                                   ------------

                                                                   ------------
                                     TOTAL ASSETS                  $  2,608,384
                                                                   ============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Accounts Payable                                                 $    812,903
  Accrued Expenses
      Trade                                                             201,901
      Officers' Salary                                                  921,802
      Interest                                                          257,946
  Bank Line of Credit                                                    23,132
  Current Portion of Long-Term Debt                                     119,578
  Notes Payable                                                         462,900
  Convertible Debenture                                                 100,000
                                                                   ------------
      Total Current Liabilities                                       2,900,162
                                                                   ------------

LONG-TERM DEBT
  Long-Term Debt, Net of Current Portion                                 29,161
                                                                   ------------
      Total Long-Term Debt                                               29,161
                                                                   ------------
                                TOTAL LIABILITIES                     2,929,323
                                                                   ------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Common Stock, $.005 par value; Authorized 950,000,000 Shares
      828,394,540 Shares Issued,828,354,540 Shares Outstanding        4,141,973
  Class B Common Stock, $.005 par value; Authorized 3,000,000
      shares 1,280,000 shares issued and outstanding                      6,400
  Additional Paid-in Capital                                         52,452,146
  Stock Rights                                                        7,877,962
  Treasury Stock, at cost, 40,000 shares                                (14,350)
  Deferred Compenstation                                            (13,914,993)
  Accumulated  Comprehensive Income (Loss)                             (119,700)
  Accumulated Deficit                                               (50,750,378)

                                                                   ------------
      Total Stockholders' Equity (Deficiency)                          (320,939)
                                                                   ------------

                                                                   ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $  2,608,384
                                                                   ============


                 See notes to consolidated financial statements


                                       3
<PAGE>

UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THREE MONTHS ENDING SEPTEMBER 30, 2004 AND 2003

                                                     2004             2003
                                                     ----             ----

Revenues                                               448,292    $     183,049
Cost of Goods Sold                                     408,609          162,486
                                                 ------------------------------
        GROSS PROFIT                                    39,683           20,563
                                                 ------------------------------

OPERATING EXPENSES
  Selling, General and Administrative                  932,795        1,126,937
  Amortization of Deferred Compensation                856,476          837,540
  Stock Based Compensation                              88,000           57,160
  Depreciation                                           7,941            7,487
                                                 ------------------------------
        TOTAL OPERATING EXPENSES                     1,885,212        2,029,124
                                                 ------------------------------

OPERATING LOSS                                      (1,845,529)      (2,008,561)

OTHER INCOME (EXPENSE)
  Loss Recoupment from Discontinued Operations          63,678               --
  Interest Income                                       11,509           12,039
  Interest Expense                                     (19,836)          (8,817)
                                                 ------------------------------
        Total  Other Income (Expense)                   55,351            3,222
                                                 ------------------------------
NET LOSS                                         $  (1,790,178)   $  (2,005,339)

BASIC NET LOSS PER COMMON SHARES                 $       (0.00)   $       (0.00)
                                                 ==============================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING         786,633,206      532,931,005
                                                 ==============================


           See notes to consolidated financial statements.


                                       4
<PAGE>

                     UNIVERSAL EXPRESS INC, AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
               FOR THE THREE MONTHS ENDED SEPTEMBER 2004 AND 2003

<TABLE>
<CAPTION>
                                                                       2004              2003
                                                                       ----              ----
<S>                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                        $(1,790,178.00)   $(2,005,339.00)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
    Depreciation and amortization                                          7,941             7,487
    Common shares issued for services                                     88,000            57,160
    Amortization Of Deferred Compensation                                856,476           837,540
    Forgiveness of Officer Loan                                           19,640
    Write-down Officer Loan                                                   --             8,498
  Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                            32,287            13,426
    (Increase) decrease in other current assets                           (5,000)               --
    (Increase) decrease in other receivables                               7,700           (91,411)
    (Increase) decrease in notes receivables                             285,782                --
    (Increase) decrease in loan to officer                               (11,489)               --
    (Increase) decrease in other assets
    Increase (decrease) in accounts payable an accrued expenses           44,500          (140,959)
    Increase (decrease) in accrued officers salary                       (56,513)               --
    Increase (decrease) in accrued interest                               19,312                --
                                                                  --------------    --------------
  Net cash provided (used) by operating activities                      (501,542)       (1,313,598)
                                                                  --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of property and equipment                                  (11,147)          (23,101)
  Related Party Receivables                                                   --                --
                                                                  --------------    --------------
Net Cash provided (used) by investing activities                         (11,147)          (23,101)
                                                                  --------------    --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock for cash                                           --
  Issuance of stock rights for cash                                      450,000         1,648,000
  Long term debt payments                                                 (8,335)           (9,172)
  Notes payable payments                                                  (1,500)           (1,500)
  Bank line of credit payments                                            (1,996)           (2,772)
                                                                  --------------    --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                438,169         1,634,556
                                                                  --------------    --------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                          (74,520)          297,857
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                                100,038           242,037
                                                                  --------------    --------------
CASH AND EQUIVALENTS, END OF PERIOD                                       25,518           539,894
                                                                  ==============    ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid in cash                                                       --                --
NON-CASH FINANCING ACTIVITIES:
  Issuance of common stock for deferred compenstation                  1,331,500         2,959,400
</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 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, 2004.

      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 September 30, 2004 and the results of operations
      and cash flows for the three months ended September 30, 2004 have been
      included.

      The results of operations for the three months ended September 30, 2004,
      are not necessarily indicative of the results to be expected for the full
      year ended June 30, 2005.

2.    SEGMENT INFORMATION

      Three months ended September 30, 2004:

<TABLE>
<CAPTION>
                                           Transportation/
                           Logistics &        Equipment
                          International        Leasing         Parents
                             Shipping         Brokerage        (Other)       Consolidated
                          -------------    ---------------   ------------    ------------
<S>                          <C>              <C>            <C>             <C>
Revenue                      $104,395          $343,725       $      172      $  448,292
Operating Income/(Loss)      ($94,424)        ($120,577)     ($1,575,177)    ($1,790,178)
</TABLE>

Three months ended September 30, 2003:

<TABLE>
<CAPTION>
                                           Transportation/
                           Logistics &        Equipment
                          International        Leasing         Parents
                             Shipping         Brokerage        (Other)       Consolidated
                          -------------    ---------------   ------------    ------------
<S>                          <C>              <C>            <C>             <C>
Revenue                      $ 49,367          $133,157       $      525      $  183,049
Operating Loss              ($225,035)         ($98,893)     ($1,681,411)    ($2,005,339)
</TABLE>

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


                                       6
<PAGE>

3.    CAPITAL STOCK

      During the quarter ended September 30, 2004 the Company issued 110,128,571
      shares of common stock. Of such shares issued, 103,928,571 shares were
      issued for deferred services, and 6,200,000 for advisory services.

4.    SUBSEQUENT EVENTS

      On October 11, 2004, the Company announced plans to purchase Alpine
      Airline pursuant to a stock purchase agreement dated October 8, 2004. The
      acquisition cost is approximately $22,000,000, including the assumption of
      debt.

      On October 12, 2004, the Company announced plans to offer equipment trust
      certificates in connection with planned acquisitions.

      On October 28, 2004, the Company announced the sale of its subsidiary
      Universal Express Capital Corp. to Capitalliance pursuant to a stock
      purchase agreement dated October 27, 2004. Among other considerations,
      Capitalliance agreed to provide funding for the Alpine acquisition and for
      the equipment trust certificates.

      On November 1, 2004, the Company announced plans to increase its assets
      through the purchase of credits of insurance financial services from an
      affiliate of Capitalliance by prepaying with the issuance of stock of the
      Company, pursuant to an agreement dated October 28, 2004.


                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
UniversalPost International Courier Service


                                       7
<PAGE>

Virtual Bellhop(TM)
Luggage Express(TM)
Universal Express Capital Corp.
Universal Cash Express


                                   MARKETPLACE

A challenging global economy has grown over the past decade. Internet, catalog
and retail sales continue to mandate an inexpensive and responsive final mile
Domestic and International delivery network. That innovative and outsourced
final mile network continues to be addressed by Universal Express, Inc.

Universal Express has continued major expansion in the last decade. Strong
strategic relationships are currently being established with companies and
manufacturers, thus strengthening the UniversalPost private postal network.

Members of the UniversalPost 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.

Our private postal and business service centers form a highly fragmented cottage
industry. Universal Express believes that since this industry generates over $8
billion in sales and presently consists of more than 20,000 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 nationwide.

Our company believes that an affordable outsourced distribution system is needed
to suit consumers' 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 complementary 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 8,000 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.


                                       8
<PAGE>

UniversalPost(TM) 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
Express(TM) service offered through the UniversalPost Network and its
Internet-based Virtual Bellhop(R) 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. USXP charges an average of $70 per piece to
deliver dropped-off luggage to a traveler's final destination. The 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 by 2005 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.

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. The company projects
minimum annual lease originations of $24 million.

USXP Platinum(TM) Card is its answer to the millions of people who regularly
send money overseas to their families. The USXP prepaid, FDIC insured ATM card
provides an instant, secure method of money transfer across international
borders. USXP Platinum Card also targets the 30% of the U.S. population with no
checking accounts or credit and, with over 9,000 retail locations--a
distribution plan that is creatively affordable.


                 UNIVERSALPOST(TM) - THE PRIVATE POSTAL NETWORK

UniversalPost, 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 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.


                                       9
<PAGE>

Individual Services and Products

o  Flowers/Gift Baskets
o  Money Transfer Services
o  Corrugated & Packaging
o  Customized Rubber Stamps
o  Equipment Leasing
o  Moving Supplies
o  Car Rental
o  Customized Corrugated
o  Business and Office Supplies
o  Parcel Insurance
o  Credit Card Processing
o  Check Processing
o  Prepaid Debit Card Load Stations
o  Visa - MasterCard
o  Discounted Supplies
o  Joint Promotions
o  Mailing Lists
o  Video Tape to DVD Conversion
o  Fingerprinting
o  International Cell Phone Rental
o  Credit Union
o  Message On Hold
o  Health Care Coverage
o  Gift Cards
o  Passport & Visa Expediting
o  Retail Products
o  Sign Making

On July 19, 2004, the Company announced a Visa and Passport processing program
with CIBT.

On August 12, 2004, the Company announced a partnership with Premier
Companies/Hold Plus to offer custom audio productions.

On October 14, 2004, the Company announced an agreement with Paymentech for
electronic payment processing services.

On November 8, 2004, the Company announced its strategic partnership with
PrideRock, a leasing provider of outsourced fingerprint and data management
technology.


               UNIVERSALPOST(TM) - INTERNATIONAL COURIER SERVICE

UniversalPost, the International Courier Service, is an alliance of
independently owned and operated express courier services operating in 268
cities in 120 countries. UniversalPost 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

                                       10
<PAGE>

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 members offer flexible, customized
International services to meet a client's specific distribution needs. Instead
of operating our own costly fleet, UniversalPost 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 are totally
dependent upon their suppliers' shipping. The obvious synergy between
UniversalPost, the International Courier Service and UniversalPost, 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 EXPRESS(TM) 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.

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


                                       11
<PAGE>

passengers to double by 2005, making domestic luggage to exceed 3 billion
suitcases. Luggage Express and Virtual Bellhop are indeed poised for
luggage-free travel.

On August 30, 2004, the Company announced a luggage program with the
Ritz-Carlton Philadelphia Hotel.

On September 23, 2004, the Company announced that Luggage Express has been
selected by the Virtuoso Town and Country Travel Magazine.

On September 28, 2004, the Company announced an agreement with Points.com to
introduce its Luggage Express service and gift card programs to the loyalty
industry.


                         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 further exhibits its product diversification by providing
the USXP Platinum(TM) stored value card to consumers nationwide. With a growing
percentage of the population needing a simple and inexpensive alternative to
traditional bank accounts combined with the continuing technological
advancements of a "cash-less" society, Universal Cash Express now provides
consumers with the banking services they want without the banking hassles.
Universal Cash Express has launched its newest product line, Branded Gift Card
Programs, such as the FTD Gift Card and the Luggage Express Rewards Program.

Distributing this product through the UniversalPost(TM) Network exposes the USXP
Platinum stored value card to the wide range of consumers patronizing the 20,000
postal stores nationwide while enhancing store owners revenue via sales, fund
loading, payroll and recurring usage fee structures associated with the card. A
myriad of credit, finance, and marketing applications will be offered to USXP
Platinum cardholders.

On July 1, 2004, the Company announced a dual cash debit card program.

On August 20, 2004, the Company announced an electronic payment service
providing instant debit card load stations and bill payment services with
Transaction Management LLC.


                                       12
<PAGE>

On October 1, 2004, the Company announced a new distribution agreement with
I-PrePay, a leading provider of prepaid products, telecom and the new touch
screen I-PrePay terminals.

On October 25, 2004, the Company announced a partnership with 1-800-TOW-TRUCK
Pre-paid Roadside Assistance Cards(TM).


                                       13
<PAGE>

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2004.

                                                         Three Months Ended
                                                         ------------------
                                                        2004           2003
                                                        ----           ----
Revenues
Logistics & International shipping -                 $  104,395     $   49,367
Transportation / Equipment -                         $  343,725     $  133,157
Leasing                                              $      172     $      525
Other -

Cost Of Goods Sold                                   $  408,609     $  162,486
Selling, General and Administration                  $1,877,271     $2,021,637
Depreciation & Amortization                          $    7,941     $    7,487

During the three months ended September 30,2004 operating revenues increased
$448,292 from $183,049, an increase of approximately 144%. This increase is due
mainly to increased sales in our logistics and leasing departments.

Cost of revenues were $408,609 and $162,486 respectively.


LIQUIDITY AND CAPITAL RESOURCES - FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004

The net proceeds from investments in the Company was approximately $450,000.
Approximately $501,542 was used in its operating activities.

Until the UniversalPost Network, Universal Express Capital, UniversalPost
International Delivery and the Company's other businesses, are fully operational
and integrated 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.


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 sufficient 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.


                                       14
<PAGE>

      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 1. LEGAL PROCEEDINGS

The Company recently filed a lawsuit in New York against North American Airlines
and its principal for $168,000,000, plus punitive damages.

The Company was awarded a $389 million dollar damage verdict by a jury in Dade
County, Florida, upon which judgment was entered, against Select Capital, Ronald
G. Williams and Walter Kolker. On April 21, 2003, the Company was awarded an
additional $137,000,000 judgment upon a verdict after trial by a different jury
in Dade County, Florida, against two other parties to this matter, Sheldon
Taiger and South Beach Financial. We believe that the judgments, which are
non-appealable, are substantially collectable.

On March 2, 2004, the Company brought an action against the SEC in federal court
in Florida on damages from the "naked shorting" of its shares and other matters.
Thereafter, on March 23, 2004 the SEC brought an action in federal court in New
York against certain officers of the Company. Both suits are pending.

The Company is involved in several lawsuits with vendors and suppliers. These
claims are all disputed by the Company. The Company believes that 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

            Current Report filed on Form 8K dated August 23, 2004. Current
            Report on Form 8-K dated September 27, 2004.


                                       15
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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: November 19, 2004