3

                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 December 31, 2002

                         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)

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 December 31, 2002:

--------------------------------------------------------------------------------
                                   $ 3,775,357
--------------------------------------------------------------------------------

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 December 31, 2002
--------------------------------------------------------------------------------
Class "A"                                                     345,923,232
Class "B"                                                       1,280,000


<PAGE>




                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                           PAGE
                                                                          NUMBER



PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements

 Balance Sheet - December 31, 2002                                            3

 Consolidated Statement of Operations -
 Three and six months ended December 31, 2002                                 4

 Consolidated Statement of Cash Flows -
 Six months ended December 31, 2002                                           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                                              14


PART II - OTHER INFORMATION                                                  14


SIGNATURE                                                                    15











<PAGE>

<TABLE>
<CAPTION>

                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEET
                                    DECEMBER 31, 2002
                                          ASSETS
CURRENT ASSETS:
<S>                                                                    <C>
  Cash                                                                 $     50,865
  Accounts Receivable                                                        12,945
  Other Receivables                                                           7,700
  Other Current Assets                                                       46,391
                                                                       ------------
      Total Current Assets                                                  117,901
                                                                       ------------
PROPERTY AND EQUIPMENT, NET                                                  86,411
                                                                       ------------

OTHER ASSETS:
  Loan to Officer                                                           836,324
  Related Party Receivables                                                 906,000
  Goodwill                                                                  397,107
  Other Assets                                                               15,455
                                                                       ------------
      Total Other Assets                                                  2,154,886
                                                                       ------------
                                       TOTAL ASSETS                    $  2,359,198
                                                                       ============

                         LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts Payable                                                     $    559,773
  Accrued Expenses                                                          248,192
  Accrued Officers' Salary                                                1,162,400
  Accrued Interest                                                          184,075
  Bank Line of Credit                                                        42,655
  Current Maturities of Long-Term Debt                                       57,840
  Notes Payable                                                              70,000
  Convertible Debentures                                                    100,000
                                                                       ------------
      Total Current Liabilities                                           2,424,935
                                                                       ------------
LONG-TERM DEBT, NET OF CURRENT MATURITIES                                   141,707
                                                                       ------------
                                    TOTAL LIABILITIES                     2,566,642
                                                                       ------------

STOCKHOLDERS' DEFICIENCY:
  Common Stock, $.005 par value; Authorized 350,000,000 Shares
      345,923,233 Shares Issued and Outstanding                           1,729,717
   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                                            37,798,721
   Accumulated Deficit                                                  (36,628,858)
   Accumulated Other Comprehensive Income                                  (119,400)
   Stock Rights                                                           1,436,962
   Common Stock in Treasury, at cost, 60,000 shares                         (18,000)
   Deferred Costs Related to Stock Issued for Services                   (4,412,985)
                                                                       ------------
      Total Stockholders' Deficiency                                       (207,444)
                                                                       ------------
                                                                       $  2,359,198
                                                                       ============


                 See notes to consolidated financial statements


</TABLE>
                                      -3-



<PAGE>
<TABLE>
<CAPTION>


                    UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
           FOR THREE AND SIX MONTHS ENDING DECEMBER 31, 2002 AND 2001


                                                     THREE MONTHS ENDED                SIX MONTHS ENDED
                                                    2002            2001             2002             2001

<S>                                           <C>              <C>              <C>              <C>
   Revenue                                    $     497,596    $       5,286    $   1,721,886    $       5,286
   Cost of Goods Sold
                                                    495,003            1,997        1,702,823            1,997
                                              ----------------------------------------------------------------
                            Gross Profit
                                                      2,593            3,289           19,063            3,289
                                              ----------------------------------------------------------------
   Selling, General and Administrative
                                                  2,115,484          981,318        3,268,561        2,195,026
   Depreciation
                                                      6,528            4,388           12,931            8,776
                                              ----------------------------------------------------------------
                  Total Operating Expenses
                                                  2,122,012          985,706        3,281,492        2,203,802
                                              ----------------------------------------------------------------
LOSS FROM OPERATIONS
                                                 (2,119,419)        (982,417)      (3,262,429)      (2,200,513)

   Other Income (Expense)
   Interest Expense
                                                     (7,737)         (14,454)         (15,695)         (14,454)
   Interest Income
                                                     12,360            1,582           24,850            1,582
                                              ================================================================

Net Income (Loss)                             $  (2,114,796)   $    (995,289)   $  (3,253,274)   $  (2,213,385)

LOSS PER COMMON SHARES                        $       (0.01)   $       (0.01)   $       (0.01)   $       (0.02)
                                              ================================================================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                              314,238,819      103,520,686      279,316,938      135,066,725
                                              ================================================================
NET INCOME (LOSS)                             $  (2,114,796)   $    (995,289)   $  (3,253,274)   $  (2,213,385)

OTHER COMPREHENSIVE
INCOME (LOSS)
   Unrealized loss of marketable securities            --             (7,680)            --            (25,680)
                                              ----------------------------------------------------------------
 COMPREHENSIVE INCOME (LOSS)                  $  (2,114,796)   $  (1,002,969)   $  (3,253,274)   $  (2,239,065)
                                              ================================================================
The increase in the operating losses is due to deferred amortization
expense related to stock issued.



       See notes to consolidated financial statements.
</TABLE>

                                      -4-

<PAGE>

<TABLE>
<CAPTION>



                     Universal Express Inc, and Subsidiaries
                Consolidated Statements of Cash Flows - Unaudited
                 For the Six Months Ended December 2002 and 2001



                                                           2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>            <C>
         Net Loss                                       $(3,253,274)   $(2,213,385)
         Adjustment to reconcile net loss to net cash
          used in operating activities:
             Depreciation and amortization                   12,931          8,776
             Amortization Of Deferred Compensation        1,764,718            --
             Common shares issued for services               30,883      1,141,576
             Write-down Officer Loan                         42,487            --
             Write down of Assets                               --          42,131
             Unrealized Gain/Loss                               --         (25,680)
      Changes in assets and liabilities:
             Accounts receivable                              5,094         23,030
             Other receivables                                  --          23,866
             Other assets                                    (1,070)        12,880
             Payroll Taxes Payable                              --         (23,339)
             Other Liabilities                                  --         (11,110)
             Accounts payable an accrued expenses           241,585         57,950
                                                        --------------------------
                       Total adjustments                  2,096,628      1,250,080
                                                        --------------------------
NET CASH USED IN OPERATING ACTIVITIES                    (1,156,646)      (963,305)
                                                        --------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of Cash                                       --          17,303
      Loan to Officers                                          --             --
      Related Party Receivables                             (14,576)      (185,000)
      Acquisition of property and equipment                 (10,654)        (6,138)
                                                        --------------------------
Net Cash Used In Investing Activities                       (25,230)      (173,835)
CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                                      --         203,650
      Repayment of Bank Line of Credit                       (7,335)           --
      Repayments of Notes Payable                            (1,000)       (56,471)
      Repayment Long Term Debt                              (22,226)           --
      Proceeds from stock rights                          1,231,960      1,349,000
      Purchase of treasury stock                                --          (6,000)
                                                        --------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES               $ 1,201,399    $ 1,490,179
                                                        --------------------------
NET INCREASE (DECREASE) IN CASH                              19,523        353,039
CASH - BEGINNING OF YEAR                                     31,342         39,316
                                                        --------------------------
CASH - END OF PERIOD                                    $    50,865    $   392,355
                                                        ==========================

      Non cash investing and financing activities for six months ended December 31, 2002:
             The company issued 112,724,000 shares of common stock
             valued at $1,773,385 for Deferred Services
             The company issued 7,864,063 shares, valued at $2,516,500 for Stock Rights



               See notes to consolidated financial statements

</TABLE>

                                      -5-


<PAGE>


<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, 2002.

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, 2002 and the results of operations and cash flows
for the six-months ended December 31, 2002 have been included.

The results of operations for the six-months ended December 31, 2002, are not
necessarily indicative of the results to be expected for the full year ended
June 30, 2003.

2.         SEGMENT INFORMATION

      Six months ended December 31, 2002:

                                     TRANSPORTATION/
                      LOGISTICS &      EQUIPMENT
                     INTERNATIONAL     LEASING          PARENT
                       SHIPPING       BROKERAGE        (OTHER)     CONSOLIDATED
                       --------       ---------        -------     ------------

Revenue             $    32,873     $ 1,689,013     $      --       $ 1,721,886
Operating
Loss                $  (105,037)    $  (109,021)    $(2,092,817)    $(2,306,875)


      Six months ended December 31, 2001:

                                     TRANSPORTATION/
                       LOGISTICS &     EQUIPMENT
                      INTERNATIONAL     LEASING      PARENT
                         SHIPPING     BROKERAGE      (OTHER)       CONSOLIDATED
                         --------     ---------      -------       ------------

Revenue               $     5,286      $  --       $      --        $     5,286
Operating
Loss                  $   (84,322)     $  --       $(2,129,063)     $(2,213,385)


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



                                      -6-
<PAGE>


3.         NON-OPERATIONAL EXPENSES

During the quarter, general and administration expenses were increased by a
charge of approximately $950,000 toward services of consultants with respect to
common share fees issued previously to consultants at the share value of $0.14
per share and, as a result, there was a corresponding increase in the 3-month
operating loss.


4.         ACQUISITIONS - PENDING

On December 23, 2002, the Company announced the signing of a letter of intent to
acquire assets of Cargo-Lifter in Germany, involving a futuristic high speed
cargo-lifter concept.






                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) is fast becoming a conglomerate of supportive
companies and divisions centered around its private postal system.


The Company's principal subsidiaries and divisions are:

Private Postal Network(TM)
WorldPost(TM)
Universal Express Logistics, Inc.
Virtual Bellhop(TM)
Luggage Express(TM)
Universal Express Capital Corp.
USXP Cash Express(TM)
Universal Express Transportation, Inc.


                                      -7-
<PAGE>


Its association of independent and franchise nationwide postal stores (PPN)
continues to evolve into a buying service and market penetration vehicle.

WorldPost(TM), its discounted international delivery service, will earn revenues
from selling discounted envelopes and services to the postal stores, as well as
selling territory businesses for entrepreneurs interested in selling these
shipping services to independent businesses.

Luggage Express(TM) will enable consumers to have their baggage picked up at
their home and delivered to the consumers' destination.

Virtual Bellhop(R) is an additional premier door-to-door luggage transportation
service.

Universal Express Capital Corp. is a full service asset based
transportation/equipment leasing company.

The web site for the company and its businesses is HTTP://WWW.USXP.COM.



                                   MARKETPLACE


The business of Universal Express has undergone expansion in the last decade.
These changes will support its growing private postal network utilizing the
20,000 potential North American postal retail stores presently grossing over $8
billion in sales. Strong strategic relationships are currently being established
with companies and manufacturers, which should empower our 8000 present members.

Members now provide the public with a possible 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 a variety of personal
and business services and merchandise.

The Company believes that many companies will eventually need an affordable
distribution system to deliver what their consumers purchase. Universal Express
believes it has indeed positioned itself to be a contender in the global economy
for the next decade with the creation of its additional subsidiaries, Luggage
Express and Virtual Bellhop (Universal Express Logistics' luggage delivery
services), WorldPost (Universal Express Logistics' international delivery
system) and Universal Express Capital's lease financing.




                                      -8-
<PAGE>






                             PRIVATE POSTAL NETWORK

The Private Postal Network ("PPN") is an association formed to create a very
much-needed partnership between previously unconnected shipping and packaging
storeowners. 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. The
Private Postal Network provides independent storeowners with a variety of cost
effective services and products to help increase their profitability, while they
are able to maintain their local or franchised identities.


                 THE SERVICE DIVISION OF PRIVATE POSTAL NETWORK

International Shipping:                   WORLDPOST.COM
Corrugated & Packaging:                   PACKAGING TECHNOLOGIES
Lamination and Photo ID's:                D&K LAMINEX
Customized Rubber Stamps:                 THESTAMPMAKER.COM
Equipment Leasing:                        ADVANTAGE LEASING
Key Machines and Supplies:                LV SALES
Moving Supplies:                          ALL BOXES DIRECT
Car Rental:                               HERTZ RENT-A-CAR
Customized Corrugated:                    CACTUS CORRUGATED
ATM Machines:                             E-TRADE
Business and Office Supplies:             PBCNBIZSUPPLIES.COM
Parcel Insurance:                         UNIVERSAL PARCEL INSURANCE CO.
Credit Card Processing:                   SINGLE SOURCE FINANCIAL SERVICES
Check Processing:                         ECHECK2000.COM
Payroll and Tax Processing:               PAYCHEX
Air Miles Incentive Program:              AMERICAN AIRLINES
Travel and Entertainment:                 RESLINX
Shredder Cushioning Systems:              PAC-MATE
Air Purification Systems:                 AIR-TECH
Free Software:                            FREESOFT PROMOTIONS
Internet Access:                          PBC PRIVATE LABEL SERVICES

On December 20, 2002, the Company announced an agreement with American Business
Management, Inc. and the National Benefit Advisory Association, for the sale of
health and consumer benefit savings programs for its members.



                                      -9-
<PAGE>

                                  WORLDPOST(TM)

Universal Express's strategy of developing the Private Postal Network and
WorldPost simultaneously is unique to the shipping industry. These postal
locations can now create an inexpensive localized international delivery network
for themselves rather than only offering the more expensive traditional
carriers.

According to industry averages, the Postal stores alone ship approximately
$600,000,000 annually in international packages. Any percentage of that volume,
coupled with over 600 territory locations to be sold @ $80,000 per location
indicates a potential growth subsidiary.

The strategic synergy between WorldPost and USXP's Postal Store Association
enhance its position in the shipping and service industry.

                                 VIRTUAL BELLHOP
                               virtualbellhop.com

Virtual Bellhop is the leading service provider specializing in luggage
logistics. Through advanced technology, the internet and the existing service
infrastructures of strategic partners Virtual Bellhop facilitates and manages
the movement of door to door baggage and other items for leisure and business
travelers.

There are significant market opportunities not limited to the one billion plus
checked bags presently being moved each year. In addition, increased carry-on
restrictions and security measures can upset time critical business trips as
well as add loss or damage to luggage concerns, offering airline space saving
and reduced employee overhead will allow the creation of a new revenue stream
for re-selling or marketing Virtual Bellhop services.

Making travel easier and more enjoyable through luggage free travel is defined
by Virtual Bellhop. The very difficult process of transporting baggage from
doorstep to destination and back again will be replaced by Virtual Bellhop's
vision of travel in the future.

Whether it be through partners like hotels, airlines, cruise lines, credit card
companies, airline or travel agencies, or simply their neighborhood postal
store, that offers to introduce Americans to luggage free travel, Virtual
Bellhop is there.

On April 30, 2002 Virtual Bellhop was featured in The Wall Street Journal as the
best service in the United States in the movement of luggage for airline
passengers.

On January 31, 2003,Virtual Bellhop, announced a partnership agreement with
Tumi, the leading brand of prestige luggage, leather goods and accessories, to
market and sell Tumi products online through Virtual Bellhop with a co-branded
site created by Tumi. In the future, Virtual Bellhop plans to offer the Tumi
Store and products directly from their web site at WWW.VIRTUALBELLHOP.COM.


                                      -10-
<PAGE>


                               LUGGAGE EXPRESS(TM)
                             usxpluggageexpress.com


Luggage Express has identified a significant niche in the travel industry - the
transportation of passenger's luggage to and from home, hotel, office and,
exclusively, postal store members. According to the Port Authority, the airports
in the New York area (JFK, LaGuardia and Newark) processed 84 million passengers
in 1997 (a number that is increasing yearly) with 148,680,000 items of check-in
luggage (an average of 1.77 pieces per passenger). Nationwide over 1.5 billion
suitcases are presently being checked by domestic passengers themselves. Luggage
Express is a division of Universal Express Logistics, Inc.

The inbound service includes collection by local postal stores or related
service providers of passenger's luggage and then delivery by major carriers to
the final destination. Arrangements for international customs clearance will be
part of the service.

Another passenger benefit is the enhanced insurance at an additional cost if
desired and safety of the passenger's luggage through the soon to be introduced
protective plastic wrap-around on each item.

At the same time, there are significant benefits to the airlines, which include:
customer satisfaction, easier check-in, a secure alternative to curb-side
check-in, less congestion in the departure hall with less luggage to screen and
it should minimize departure delays. Negotiations are currently underway with
airlines to offer the luggage service to first-class and business class
passengers.

Luggage Express, may conduct sales through travel agents as an affiliate
program, which will offer the service to their clients when their tickets are
booked. The service will be advertised directing passengers to call an 800
number for pick-up. It is estimated that 30% of the luggage business will be
derived from travel agents or travel website efforts.

While USXP cannot be definite as to the market penetration that it will achieve,
the FAA expects the number of airline passengers to double by 2005, making
domestic luggage exceed 3 billion suitcases.

The short-term goal of both USXP Logistics companies is to go international with
its 268 worldwide partners once it has reached a 1% domestic market penetration,
utilizing its postal business center warehouse network presently located in all
50 states.


Luggage Express' website (www.usxpluggageexpress.com) is expected to be easy to
remember and will fully explain the services to the public. By November 2002, an
automatic quote upgrade will allow members to book 100% on-line. Luggage
Express, which was featured in the May 31, 2002 edition of USA Today in an
article on luggage transportation and lately in the Sun Sentinel article in
September 2002, announced on July 8, 2002 that its innovative new website,
WWW.USXPLUGGAGEEXPRESS.COM, provides on-line quote requests and handling
information for luggage-free travel, along with providing, information on a
traveler's destination.




                                      -11-
<PAGE>



                         UNIVERSAL EXPRESS CAPITAL CORP.
                                 usxpcapital.com

The USXP family of companies has broadened the nature of its core business by
entering the financial services industry via the subsidiary of Universal Express
Capital Corp. A full service, asset based transportation/equipment lessor,
Universal Express Capital 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.

Leasing is widely recognized as the intelligent choice for financing the
purchase of income producing equipment for all industries. Domestic growth of
lease financing continues to be impressive. Today, over 40% of financed
purchases are facilitated with leasing capital as opposed to 20% just 10 years
ago.

Universal Express Capital's dedicated team of professionals has forged strategic
alliances with various manufacturing firms within an identified spectrum of
markets. The industries they service include, but are not limited to, the
following: limousines, livery, small fleets, rental vehicles, local delivery
vans/trucks, buses and aircraft. Programs are designed to serve the needs of the
national manufacturer, regional distributor, and local vendor/dealer.

The present day conventional banking environment provides a huge market
penetration potential. In light of the many financial mergers and acquisitions
in conjunction with a cloudy international banking climate, tighter lending
requirements have provided funding opportunities to non-banking groups, such as
Universal Express Capital Corp.

USXP Capital has established various non-recourse lending relationships with
leading national consumer auto lenders. It also has developed a Nationwide
Van/Truck Leasing Program to be available to private postal stores and small
businesses.

In November, 2003 a new credit card division of Universal Express Capital was
formed called USXP Cash Express(TM) division and a director of that division was
announced on November 14, 2002.




                                      -12-
<PAGE>




                     UNIVERSAL EXPRESS TRANSPORTATION, INC.

Universal Express Transportation Inc. is our newest business designed to operate
transportation and logistical delivery acquisitions presently under
consideration by the Company and for future businesses, systems and programs in
the transportation and logistical fields, under the trademark USXP
Transportion(TM).

Also, Universal Express has established strategic alliance relationships with
nationally recognized quality coach fabricators and manufacturers with the
specific purpose of retrofitting existing bus fleets to add freight to the
carrying capability for buses to achieve, among other things, a less expensive
form of movement of luggage packages and mail. Universal Express Capital will
play an important role in the financing of these programs.


                     UNIVERSAL EXPRESS - ATM MASTER CARD(R)

Universal Express further exhibits its product diversification by providing the
"USXP Cash Express(TM)" card, to consumers nationwide through its new division,
USXP Cash Express. With a growing percentage of population needing a simple and
inexpensive alternative to traditional bank accounts combined with the
continuing technological advancements of a "cash-less" society, Universal
Express now provides consumers with the banking services they want without the
banking hassles. Distributing this product through the Private Postal Network
exposes the Universal ATM stored value (MasterCard) to the wide range of
consumers patronizing the 20,000 postal stores nationwide while enhancing store
owners revenue via sales, funds loading charges, and recurring usage fee
structures associated with the cards. A myriad of future credit, finance, and
marketing applications will be offered to USXP cardholders.

On January 30, 2003, this division introduced its newest product, the USXP
Platinum Card(TM) which will enable consumers to save up to 75% over competing
money sending services. On February 4, 2003, the Company announced an agreement
with Q Comm International for the placement of point-of-sale terminals in member
stores of the PPN network for the distribution, load and reload of USXP
Capital's prepaid debit cards.


RESULTS OF OPERATIONS - THREE MONTHS AND SIX MONTHS

Management is continually concentrating on raising new capital to further
develop the Private Postal Network, its multi-faceted national private postal
business centers nationwide connected through the World Wide Web, its latest
acquisitions, Virtual Bellhop and USXP Capital and for future acquisitions.

Management views this developmental year as a period of growth based upon its
decision to concentrate on core business development through the Private Postal
Network(TM), WorldPost(TM), Virtual Bellhop(R), Luggage Express(TM), USXP
Capital, USXP Cash Express(TM) and Universal Transportation.



                                      -13-
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES - FOR THE SIX MONTHS ENDED DECEMBER 31, 2002


The net proceeds from investments in the Company was approximately $1,231,960.
Approximately $1,181,877 was used in its operating activities.

Until the PBC Network, Universal Express Capital, WorldPost(TM) and the
Company's other businesses, are fully operational, 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.

           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 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. We believe that the judgment, which is
non-appealable, is substantially collectible.

The Company is involved in several lawsuits with vendors and suppliers and
claims for fees of certain professionals. 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.



                                      -14-
<PAGE>



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:     February 14, 2003





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I, Richard Altomare, certify that:

           1. I have reviewed this quarterly report on Form 10-QSB of Universal
Express, Inc.:

           2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

           3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

           4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

           a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

           b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

           c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

           5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

           a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

           b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and






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           6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





                                                   /S/ RICHARD A. ALTOMARE
                                                   Richard A. Altomare,
                                                   Chief Executive Officer and
                                                   Chief Financial Officer


Dated:     February 14, 2003



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