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, 2005
                         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 December 31, 2005:

--------------------------------------------------------------------------------
                                   $2,973,105
--------------------------------------------------------------------------------

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, 2005
--------------------------------------------------------------------------------
Class "A"                         5,969,199,343
Class "B"                             1,280,000
<PAGE>

                             UNIVERSAL EXPRESS, INC.

                                      INDEX

                                                                          Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

  Balance Sheet - December 31, 2005                                          3

  Consolidated Statement of Operations -
  Six months ended December 31, 2005                                         4

  Consolidated Statement of Cash Flows -
  Six months ended December 31, 2005                                         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

SIGNATURES                                                                  15


                                        2
<PAGE>

                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

                                     ASSETS                            2005
                                                                       ----
CURRENT ASSETS:
  Cash and Equivalents                                             $        647
  Accounts Receivable, net of reserve of                                 96,348
  Other Current Assets                                                  205,948
                                                                   ------------
      Total Current Assets                                              302,943
                                                                   ------------

PROPERTY AND EQUIPMENT
  Computers and Equipment                                               238,152
      Less Accumulated Depreciation                                    (117,964)
                                                                   ------------
          Net Propert and Equipment                                     120,188
                                                                   ------------

OTHER ASSETS:
  Loan to Officer                                                       737,942
  Related Party Receivables                                             906,000
  Notes Receivable                                                      849,513
  Goodwill                                                              397,107
  Other Assets                                                           14,805
                                                                   ------------
      Total Other Assets                                              2,905,367
                                                                   ------------

                                                                   ------------
                        TOTAL ASSETS                               $  3,328,498
                                                                   ============

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Accounts Payable                                                 $    941,293
  Accrued Expenses
      Trade                                                             159,068
      Officers' Salary                                                  905,084
      Interest                                                          271,825
  Bank Line of Credit                                                    58,431
  Current Portion of Long-Term Debt                                     114,143
  Notes Payable                                                         185,400
  Convertible Debenture                                                 100,000
                                                                   ------------
      Total Current Liabilities                                       2,735,244
                                                                   ------------

LONG-TERM DEBT
  Long-Term Debt, Net of Current Portion                                     --
                                                                   ------------
      Total Long-Term Debt                                                   --
                                                                   ------------
                        TOTAL LIABILITIES                             2,735,244
                                                                   ------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Common Stock, $.005 par value; Authorized 7,950,000,000 Shares
    5,969,199,343 Shares Issued,5,969,159,343 Shares Outstanding     29,845,997
  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                                         41,402,412
  Stock Rights                                                       12,143,962
  Treasury Stock, at cost, 40,000 shares                                (14,350)
  Deferred Compenstation                                            (11,490,105)
  Accumulated  Comprehensive Income (Loss)                             (119,700)
  Collateral StockDeferred Compenstation                             (3,920,000)
  Accumulated Deficit                                               (67,261,362)

                                                                   ------------
      Total Stockholders' Equity (Deficiency)                           593,254
                                                                   ------------

                                                                   ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $  3,328,498
                                                                   ============

                 See notes to consolidated financial statements


                                        3
<PAGE>

UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THREE & SIX MONTHS ENDING DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                        2005               2004               2005               2004
                                                        ----               ----               ----               ----
<S>                                               <C>                <C>                <C>                <C>
Revenues                                                  281,861            131,495            501,033    $       579,787
Cost of Goods Sold                                        227,167            162,701            394,690            571,310
                                                  ------------------------------------------------------------------------
            GROSS PROFIT                                   54,694            (31,206)           106,343              8,477
                                                  ------------------------------------------------------------------------

OPERATING EXPENSES
  Selling, General and Administrative                     976,560            886,699          1,983,380          1,819,494
  Amortization of Deferred Compensation                 3,949,454            938,357          6,097,733          1,794,833
  Stock Based Compensation                                141,350              7,763            324,450             95,763
  Depreciation                                              9,197              8,222             19,700             16,163
                                                  ------------------------------------------------------------------------
            TOTAL OPERATING EXPENSES                    5,076,561          1,841,041          8,425,263          3,726,253
                                                  ------------------------------------------------------------------------

OPERATING LOSS                                         (5,021,867)        (1,872,247)        (8,318,920)        (3,717,776)

OTHER INCOME (EXPENSE)
  Loss Recoupment from Discontinued Operations                 --                 --                                63,678
  Income from Discontinued Operations                          --                 --                 --
  Interest Income                                          10,907             11,370             21,927             22,879
  Interest Expense                                         (9,554)           (19,616)           (18,301)           (39,452)
                                                  ------------------------------------------------------------------------
            Total Other Income (Expense)                    1,353             (8,246)             3,626             47,105
                                                  ------------------------------------------------------------------------
LOSS BEFORE TAXES                                 $    (5,020,514)   $    (1,880,493)   $    (8,315,294)   $    (3,670,671)

  Taxes                                           $            --    $            --    $            --    $            --

                                                  ------------------------------------------------------------------------
NET INCOME (LOSS)                                 $    (5,020,514)   $    (1,880,493)   $    (8,315,294)   $    (3,670,671)

  BASIC NET LOSS PER COMMON SHARES                $         (0.00)   $         (0.00)   $         (0.00)   $         (0.01)
                                                  ========================================================================

  WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        2,000,859,028        921,904,058      2,764,413,278        807,513,873
                                                  ========================================================================
</TABLE>

                 See notes to consolidated financial statements.


                                        4
<PAGE>

                     UNIVERSAL EXPRESS INC, AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                 FOR THE SIX MONTHS ENDED DECEMBER 2005 AND 2004

<TABLE>
<CAPTION>
                                                                            2005               2004
                                                                            ----               ----
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                                          $(8,315,294.00)    $(3,670,672.00)
     Adjustments to reconcile net loss to net cash
      used by operating activities:
        Depreciation and amortization                                          19,700             16,163
        Common shares issued for services                                     324,450             95,763
        Amortization Of Deferred Compensation                               6,097,733          1,794,833
        Forgiveness of Officer Loan                                            37,479
     Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable                            (27,584)            32,485
        (Increase) decrease in other current assets                             1,152            (30,000)
        (Increase) decrease in other receivables                                   --              7,700
        (Increase) decrease in notes receivables                                5,000            285,782
        (Increase) decrease in loan to officer                                (21,925)            16,217
        (Increase) decrease in other assets                                        --             (3,250)
        Increase (decrease) in accounts payable an accrued expenses           112,776              7,901
        Increase (decrease) in accrued officers salary                        (29,973)           153,596
        Increase (decrease) in accrued interest                                13,950             38,557
                                                                       ---------------------------------
     Net cash provided (used) by operating activities                      (1,782,536)        (1,254,925)
                                                                       ---------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of property and equipment                                     (1,520)           (42,145)
     Loan From Officer                                                        130,000
     Credit Card Line of Credit                                                29,067                 --
                                                                       ---------------------------------
Net Cash provided (used) by investing activities                              157,547            (42,145)
                                                                       ---------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock for cash                                        421,500                 --
     Issuance of stock rights for cash                                      1,208,000          1,238,000
     Long term debt payments                                                  (12,500)           (15,505)
     Notes payable payments                                                    (1,500)            (3,000)
     Bank line of credit payments                                              (9,004)            (3,828)
                                                                       ---------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                   1,606,496          1,215,667
                                                                       ---------------------------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                               (18,493)           (81,403)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                                      19,140            100,038
                                                                       ---------------------------------
CASH AND EQUIVALENTS, END OF PERIOD                                               647             18,635
                                                                       =================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid in cash                                                      4,351                 --
NON-CASH FINANCING ACTIVITIES:
     Issuance of common stock for deferred compensation                     3,261,350          4,546,541
     Issuance of common stock for conversion of stock rights                   99,000
</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, 2005.

      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, 2005 and the results of operations
      and cash flows for the six months ended December 31, 2005 have been
      included.

      The results of operations for the six months ended December 31, 2005, are
      not necessarily indicative of the results to be expected for the full year
      ended June 30, 2006.

2.    Segment Information

      Six months ended December 31, 2005:

                                  Transportation/
                   Logistics &       Equipment
                  International       Leasing        Parent
                     Shipping        Brokerage       (Other)       Consolidated
                  -------------   ---------------    -------       ------------
Revenue             $ 501,033        $      --     $        --      $   501,033

Operating
Income/(Loss)        (491,106)          (3,345)     (7,820,843)      (8,315,294)

      Six months ended December 31, 2004:

                                  Transportation/
                   Logistics &       Equipment
                  International       Leasing        Parent
                     Shipping        Brokerage       (Other)       Consolidated
                  -------------   ---------------    -------       ------------
Revenue             $ 226,886        $ 352,901     $         0      $   579,787

Operating
Loss                 (293,440)        (300,123)     (3,077,108)      (3,670,671)

      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 December 31, 2005 the Company issued
      2,729,047,620 shares of common stock. Of such shares issued, 43,000,000
      were sold, 2,482,000,000 shares were issued for deferred services,
      183,000,000 for advisory services, and 21,047,620 for stock rights.

                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 Universal Express
Logistics, Inc.
         Virtual Bellhop(TM)
         Luggage Express(TM)
         LEAP (Luggage Express Associate Program division)
MadPackers, Inc.
Universal Express Capital Corp.
Universal Cash Express
Universal Express Properties

                                   Marketplace

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


                                        7
<PAGE>

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

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

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

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

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

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

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

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.


                                        8
<PAGE>

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. Today's target customer is the upscale
traveler planning extended stays at destination resorts, but the service is
equally appealing to any traveler who prefers not to pay extra airline fees or
struggle with heavy and awkward baggage at either end of their trip. When you
consider that domestic airline luggage is expected to exceed 3 billion pieces
annually, USXP's revenue potential is substantial as acceptance of luggage
transportation services reaches critical mass with further branding and
advertising.

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

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

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

              UniversalPost(TM) Network- The Private Postal Network

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


                                        9
<PAGE>

Individual Services and Products

o Flowers/Gift Baskets
o Corrugated & Packaging
o Equipment Leasing
o Moving Supplies
o Customized Corrugated
o Parcel Insurance
o Credit Card Processing
o Check Processing
o Visa - MasterCard
o Discounted Supplies
o Joint Promotions
o Fingerprinting
o Credit Union
o Consolidated Shipping rates
o Van Leasing

            UniversalPost(TM) Network- International Courier Service

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

Unlike the major integrators who operate their own aircraft and thus offer rigid
pick up and delivery schedule, UniversalPost Network members offer flexible,
customized International services to meet a client's specific distribution
needs. Instead of operating our own costly fleet, UniversalPost Network offers
express International air courier service and expedited air cargo through
regularly scheduled commercial airlines to transport time-sensitive documents,
parcels, freight and mail.

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

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


                                       10
<PAGE>

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

On October 20, 2005, The Company announced Luggage Express' innovative revenue
program for the selling of Luggage Express Associate Program (LEAP) territories
to investors and business entrepreneurs.

On November 2, 2005, the Company announced the development of a logistic
subsidiary MadPackers, Inc. for the futuristic form of shipping personal items
for college and university students.

On December 2, 2005, the Company announced a new website for Luggage Express at
www.travellighter.com.

On February 10, 2006, the Company announced the engagement of Francorp, Inc. the
premier franchising organization to guide and assist the Company in the
franchising program for its L.E.A.P. (Luggage Express Associate Program)
division.


                                       11
<PAGE>

                         Universal Express Capital Corp.

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

                             Universal Cash Express

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

                          Universal Express Properties

The Company announced its real estate division on November 12, 2004. The
division will concentrate on commercial property acquisitions, commercial loans
and other lending activities, and will seek to be the lead investor in private
placements, limited partnerships and other activities with a goal to develop a
portfolio sufficient to operate the company as a real estate investment trust
(REIT).


                                       12
<PAGE>

Results of Operations - Six Months ended December 31, 2005.

                                                Six Months Ended
                                                ----------------
                                                2005            2004
                                                ----            ----
Revenues
Logistics & International shipping -         501,033         226,886
Transportation / Equipment -                      --         352,901
Leasing                                           --              --
Other -

Cost Of Goods Sold                           394,690         571,310
Selling, General and Administration        1,983,380       1,819,494
Depreciation & Amortization                   19,700          16,163

During the six months ended December 31, 2005 operating revenues decreased to
$501,033 from $579,787. This decrease is due mainly to a reduction in leasing
arrangements in our Capital leasing division.

Cost of revenues were $394,690 and $571,310 respectively.

Liquidity and Capital Resources - for the six months Ended December 31, 2005.

The net proceeds from investments in the Company was approximately $1,208,000.
Approximately $1,782,536 was used in its operating activities.

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

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

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.


                                       13
<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 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.

On October 5, 2005, the Company sued Capitalliance Financial Services LLC, Union
Commercial LLC and others for $269 Million for fraud, false documents and
misrepresentation.

On January 3, 2006, the Company announced the filing of a $160 Million lawsuit
against Coach Industries Group (CIGI), its subsidiary Corporate Development
Services and others for fraud and breach of contract.

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


                                       14
<PAGE>

SIGNATURES:

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

                                               UNIVERSAL EXPRESS, INC.


Date:  February 14, 2006                       /s/ Richard A. Altomare
                                               -----------------------
                                               Richard A. Altomare, President
                                               and Chairman of the Board


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