UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE QUARTER ENDED March 31, 2000

                         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 Ident
incorporation or organization)                            Number)

 1350 BROADWAY, NEW YORK, NY                                       10018
--------------------------------------------                    ------------
(Address of principal executive offices)                         (Zip Code)

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

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

                                  COMMON STOCK
                                  ------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                      YES  X     NO
                                         -----

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2000:

--------------------------------------------------------------------------------
                                   $ 6,025,346
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
         Common Stock                       Outstanding at March 31, 2000
--------------------------------------------------------------------------------
Class "A"                                               14,393,775
Class "B"                                                1,280,000


<PAGE>





                             UNIVERSAL EXPRESS, INC.
                             -----------------------

                                      INDEX


                                                              PAGE
                                                             NUMBER
                                                             ------



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

 Balance Sheet - March 31, 2000                                  1

 Consolidated Statement of Operations - Three
 and Nine months ended March 31, 2000                            2


 Consolidated Statement of Cash Flows - Three
 and nine months ended March 31, 2000                            3


 Notes to Consolidated Financial Statements                      4


Item 2.  Management's Discussion and Analysis                 4-13
         of Financial Condition and Plan of
         Operations



PART II - OTHER INFORMATION                                     14


SIGNATURE                                                       15


<PAGE>
<TABLE>
<CAPTION>


                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                    UNAUDITED
                                    ---------
                                 MARCH 31, 2000
                                 --------------
                                     ASSETS
                                     ------
CURRENT ASSETS:
<S>                                                                           <C>
Cash                                                                          $    205,051
  Accounts receivable, net of allowance for doubtful                               786,644
    accounts of $182,400
  Inventory                                                                         76,246
  Loan to officer                                                                  820,795
                                                                              ------------
    Total current assets                                                         1,888,736
                                                                              ------------
PROPERTY AND EQUIPMENT, net of accumulated
  depreciation                                                                     216,703
                                                                              ------------
OTHER ASSETS:
  Reorganization value net or amortization                                         110,000
  Goodwill, net                                                                  1,934,170
  Loans and Notes receivable                                                       565,832
  Other assets                                                                     399,852
                                                                              ------------
                                                                                 3,009,854
                                                                              ------------
                                                               TOTAL ASSETS      5,115,293
                                                                              ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
CURRENT LIABILTIES:
  Accounts payable and accrued expenses                                          2,948,742
  Payroll taxes payable                                                            425,181
  Other                                                                             68,003
  Notes payable                                                                  1,099,389
                                                                              ------------
    Total current liabilities                                                    4,549,315

LONG-TERM LIABILITIES
  Notes payable                                                                    579,000
  Convertible debentures                                                           814,000
                                                                              ------------
  Total long-term liabilities                                                    1,393,000

MINORITY INTEREST                                                                  200,313

STOCKHOLDERS' DEFICIENCY:
  Common stock, $.005 par value; authorized 147,000,000
    shares, 14,393,775 shares issued and outstanding                                71,969
  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                                                    23,242,032
  Cash received for stock rights                                                 1,113,752
  Accumulated deficit                                                          (24.286,164)
  Deferred compensation related to stock issued for services                    (1,175,324)
                                                                              ------------
                                             TOTAL STOCKHOLDERS' DEFICIENCY     (1,027,335)
                                                                              ------------
                               TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY      5,115,293
                                                                              ============
</TABLE>

                        See notes to consolidated financial statements

                                       1


<PAGE>

<TABLE>
<CAPTION>


UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2000 AND 1999

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

                                                      2000            1999             2000            1999
                                                      ----            ----             ----            ----
INCOME:

<S>                                               <C>             <C>             <C>             <C>
Merchandise and service income                    $        212    $    115,367    $    102,803    $    379,917
Ticket Sales                                           241,664         342,904       1,096,770       1,378,837
Delivery Service                                       847,549               0       2,619,853               0
Other Income                                                 0           6,906               0           6,906
                                                  ------------    ------------    ------------    ------------
TOTAL INCOME                                         1,089,425         465,177       3,819,426       1,765,660
                                                  ------------    ------------    ------------    ------------

COST AND EXPENSES:

Cost of goods and services                             902,621         241,816       2,857,875         998,386
Selling, General and administrative                  1,315,267         838,452       3,829,745       2,392,878
Depreciation and amortization                           49,298          79,681         255,050         239,308
                                                  ------------    ------------    ------------    ------------
                                 TOTAL EXPENSES      2,267,186       1,159,949       6,942,670       3,630,572
                                                  ------------    ------------    ------------    ------------

LOSS BEFORE INTEREST EXPENSE                        (1,177,761)       (694,772)     (3,123,244)     (1,864,912)
                                                  ------------    ------------    ------------    ------------


INTEREST EXPENSE                                         3,423           3,344           7,713          10,246


NET LOSS                                          $ (1,181,184)   $   (698,116)   $ (3,130,957)   $ (1,875,158)
                                                  ============    ============    ============    ============


LOSS PER COMMON SHARE - Basic
  and Diluted                                     ($      0.14)   ($      0.18)   ($      0.27)   ($      0.39)
                                                  ------------    ------------    ------------    ------------

Weighted average number of
shares used in calculation                           8,284,736       3,966,773      11,742,676       4,808,031
                                                  ============    ============    ============    ============
</TABLE>


                 See Notes to Consolidated Financial Statements



                                       2


<PAGE>



<TABLE>
<CAPTION>

UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
                                                            NINE MONTHS
                                                            -----------
                                                           ENDED MARCH 31
                                                           --------------
                                                         2000           1999
                                                         ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                 <C>             <C>
Net Loss                                            $(3,130,957)    $(1,875,158)
Adjustment to reconcile net loss to net
  Cash used in operating activities:
Common stock issued as compensation                     431,852         459,345
Common stock issued in lieu of cash                      18,000               0
Depreciation and Amortization                           263,060         239,308
                                                    -----------     -----------
                                                     (2,418,045)     (1,176,505)

Change in assets and liabilities:
  Increase in accounts receivable                      (249,510)        (77,487)
  Decrease in inventory                                  23,916               0
  (Increase) in other assets                           (243,866)
  Increase(Decrease) in accounts payable
    and accrued expenses                                352,593         189,050
  Increase in taxes payable                             253,087           4,189
  Increase(Decrease) in other liabilities                66,344         (19,713)
                                                    -----------     -----------

Net Cash Used in Operating Activities                (2,215,481)     (1,089,996)
                                                    -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of property and equipment                  (8,000)              0
  Increase in loan to officers                          (37,350)        (55,563)
  Increase in notes receivable                          (15,032)              0
                                                    -----------     -----------
NET CASH USED IN INVESTING ACTIVITIES                   (60,382)        (55,563)
                                                    -----------     -----------


NET CASH FLOW FROM FINANCING ACTIVITIES
Sale of common stock                                  1,240,000         350,000
Proceeds from notes and loans payable                    60,000          66,000
Proceeds from issuance of convertible debt              625,000         100,000
Repayment of notes and other liabilities                      0        (199,500)
Proceeds from Stock Rights                              518,750         477,602
                                                    -----------     -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES             2,443,750         794,102

NET INCREASE (DECREASE) IN CASH                         167,887        (351,457)

CASH-Beginning of year                                   37,164         227,892
                                                    -----------     -----------

CASH-End of period                                      205,051        (123,565)
                                                    ===========     ===========
</TABLE>



                 See Notes to Consolidated Financial Statements


                                       3




<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 Article 10 of
Regulation S-X. 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, 1999.

In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of March 31, 2000 and the results of operations and cash flows for
the three-month and nine-month periods ended March 31, 2000 and March 31, 1999
have been included.

The results of operations for the three-months and nine-months periods ended
March 31, 2000, are not necessarily indicative of the results to be expected for
the full year ended June 30, 2000.

2.       CONVERTIBLE DEBENTURES
         ----------------------

The additional convertible debt for the nine-months ended March 31, 2000 arises
from conversion of stock rights into convertible debentures in the amount of
$265,000 and convertible debentures covering additional investments for the
quarter of $360,000.

3.       ISSUANCES OF COMMON STOCK
         -------------------------

During the nine months ended March 31, 2000, the Company issued 7,185,918 shares
of common stock. Of such shares issued, 3,518,415 shares were sold for
$1,240,000 and 1,108,715 shares were issued for payment of $425,893 in services.
The remaining 2,558,788 shares were issued in conversions of previously sold
stock rights and loans.



                                       4

<PAGE>






4.       STOCK RIGHTS
         ------------

Stock rights represent amounts received from investors for their future rights
to purchase shares of stock of the Company at a discount of 20 to 30% of the
market value of the stock at the date of exercise subject to the Company's right
of redemption at a premium not to exceed 20% of the face amount of the right.
During the nine months ended March 31, 2000, the Company received $518,750 for
the sale of such stock rights.


5.       TAXES PAYABLE
         -------------

A substantial portion of taxes payable consists of payroll taxes of Skyworld
Worldwide Express. Skyworld Worldwide is seeking to negotiate a settlement
agreement with the Internal Revenue Service to provide for periodic payments.

                      MANAGEMENT DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND PLAN OF OPERATIONS

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

The business of Universal Express, Inc.(The "Company") has undergone major
transitions in recent years.


                                       5

<PAGE>


On May 7, 1999, the Company acquired 51% of the capital stock of SkyWorld
International Courier, Inc.(d/b/a "SkyNet Worldwide Express").

SkyNet Worldwide Express is part of an international shipping network
specializing in corporate discount pricing to its customers.

The Company believes that that acquisition of SkyNet Worlwide Express will
benefit the PBC Network by providing PBC store owners with reduced international
shipping rates over their present vendors.

The Company believes that SkyNet Worlwide Express has an excellent reputation in
international shipping, and will add growth to both the PBC Network and
Universal Express.

Management has developed other new ancillary businesses to support its core
packaging and shipping businesses.

In November, 1999 the Company announced the signing of an agreement with Imaging
Technology Solutions, L.L.C. ("NetEx") pursuant to which NetEx will provide
services for the PBC Network. NetEx is a full-featured software and service
combination designed to securely transmit any document, including paper,
graphical images, hand written documents and electronic media via the Internet.
The Company believes that NetEx is the first Internet-based document delivery
service to seamlessly integrate a patented imaging platform, real-time document
linking, telephone notification and tiered digital security in an easy-to-use
Internet-ware graphical user interface. Accordingly, the Company believes that
NetEx provides a secure, expedient, and economical alternative to faxes,
overnight couriers and traditional email. The Company is offering to raise for
the "NetEx Program" and the PBC Network members 1.7 million dollars, in
increments based on a roll out schedule for the program and equipment, for the
members of the PBC Network throughout the United States. The Company will
provide each member store owner with a scanner valued at $300.00 for the members
to begin offering their customers the program for a fee based on usage. The PBC
Network will earn revenues based on the usage of the program by the members and
their customers.

In December, 1999, the Company announced the signing of a non-binding letter of
intent with Talk Visual Corp. to enable the PBC Network to offer its members
videocalling systems for the use of their customers. There can be no assurance
that the Company will reach a definitive agreement with Talk Visual Corp.


                                       6

<PAGE>


On February 17, 2000, the Company announced that its subsidiary, Skynet
Worldwide Express had signed an agreement to purchase new Video Calling Phones
from Talk Visual Corp., which will be offered to Skynet's 200 individually owned
locations. A ten-site trial installation for ten Motion Media ISDN Telephones
will cost Skynet a total of $5,000. Each additional Skynet location will be
serviced by a low-cost lease program for the equipment of approximately $100
down and between $50 and $100 monthly.

The Company believes its strategy of developing PBC Network is unique to the
private postal industry. The Company believes that PBC Network has established
itself as a provider of quality products and services that benefit the owners of
private postal businesses. In order for PBCNetwork to continue to provide
high-quality products and services essential to today's market needs, the
Company believes that it is necessary to develop a strategy for the "third wave"
of the industrial revolution - the Internet. While PBCNetwork members do not
currently compete with traditional overnight couriers, the Company believes that
NetEx will provide them with the opportunity to increase revenues through the
use of NetEx's technology for a minimal investment.

The Company's Web Site is www.usxp.com.

The Company purchased the Entertainment division of U.S. Transportation Systems,
Inc. (USTS) in 1997. The division consisted mainly of: Downtown Theater Ticket
Agency, Inc., or Advance Entertainment (now known as "Manhattan Concierge")
which provides theater, sports and special events tickets and concierge
services. The Company intends to incorporate this division in to its expanding
list of services to the members of its PBC network. These services are marketed
through toll-free phone numberS (1-888-NYSHOWS, 1-800- NYSHOWS AND 1-800-
THE-SHOW)and Manhattan Concierge's web site (www.manhattanconcierge.com)

This concierge business is a nationally promoted source for high visibility
venues such as the Olympics, U.S. Open, Super Bowl and the World Series. It has
been serving corporate and individual clients throughout the United States for
over fifty three years. The Company intends to incorporate this value-added
service into the PBC Network expanding menu of offerings to its member stores
while attempting to increase Manhattan Concierge's own business presence in the
entertainment industry.


                                       7

<PAGE>


Management is now concentrating on raising new capital and focusing on new
ventures, including the PBC Network and SkyNet Woldwide Express.

Management views this fiscal year as a period of transition and anticipates
growth based upon its decision to concentrate on core business development
through the PBC Network and SkyNet Worlwide Express.

USXP's principal subsidiaries and divisions include: Private Postal Network.com
The Postal Business Center Network.com Manhattan Concierge Skynet Worldwide
Express Worldpost Network.com UniqueNet, Inc.
Packaging Plus Services, Inc.

PRIVATE POSTAL NETWORK.COM
--------------------------

On May 15, 1999, the name of the Association of Packagers and Carriers, APAC was
changed to the Private Postal Network.com (PPN), with two divisions, Postal
Business Center Network.com (PBC Network.com) and a international shipping
division, Worlpost Network.com.

Private postal and business service centers form a highly fragmented cottage
industry. The Company believes that this industry generates over $5 billion in
sales annually and consists of more than 15,000 independent operators. The
Company believes there is a market opportunity for the development of an
association with the goal of unifying and organizing independent and franchised
postal stores nationwide. PBC Network members are connected to other members and
the PBC Network Headquarters via the PBC Web Site (pbcnetwork.com) or by
telephone at 1-888-873-2722. The PBC Web Site is utilized not only by members
but also will be used by the general public. Only one PBC Network store per Zip
Code will be accepted, thus creating internal quality control standards.

The PBC Network, with the help of other media outlets, found that the emergence
of E-Commerce is being overlooked by the big retail outlets. The Company
believes these firms have not at this point moved well to address the online
focus that is gaining momentum. As the online population becomes more frequent
and E-Commerce gains speed, the Company believes that the PBC Network will have
laid the foundation that will be needed to provide the necessary adaptations for
future commerce.

                                       8

<PAGE>


The Company believes that business-to-consumer e-commerce will benefit from
consumers seeking the lowest possible price, convenience and public acceptance
over fears of insecure transactions and the difficult task of converting these
"eyeballs" into transactions.

The Company believes that E-Commerce success factors such as quality domain
name, first mover advantage, capital to build a brand name, convergence of a
leader in most categories will determine the survival of the fittest.

The Company believes that industries will turn to the Internet to improve their
existing business models or introduce as innovative one.

As e-commerce grows, someone must deliver the purchased goods to the consumer.
The company believes that companies such as FedEx, UPS and the U.S postal
Service are well positioned. The opportunity in this market has drawn lots of
attention, as "others" are quickly developing to snatch-away business from these
companies. Although traditional shipping companies have been handling most
online purchases, the Company believes that residential delivery is not their
forte. The Company believes that UPS delivers about 2.4 million packages to
homes each day, while FedEx delivers around 320,000. The Company believes that
startups will eventually need a distribution system to deliver nearly anything
that customers purchase on-line.

A particular trend that the Company feels will further revolutionize the
e-commerce space surrounds strategic alliances between virtual companies and
traditional brick and mortar companies. The Company believes leverage can be
created being both on-line and off-line. The Company believes that distribution
presents a problem for many e-commerce companies and that traditional companies,
with their existing infrastructure, can be invaluable in fulfilling, packaging
and shipping orders. There are also benefits of offering customers multiple
sales and service channels.

The PBC Network is an association formed to create a long overdue and needed
profitable partnership between packaging store owners and carriers, similar in
theory to FTD. The PBC Network provides store owners with a variety of cost
effective services and products to increase their profitability, while they
still maintain their local identities or franchise loyalties. The PBC Network's
goal is to provide consumers nationwide with a feeling of quality assurance when
they frequent a PBC Network location.


                                       9

<PAGE>


SERVICES OFFERED TO PBC NETWORK MEMBERS & STRATEGIC GOALS

The PBC Network has been formed to create a value-added association among
packaging and shipping centers as well as the actual carriers of freight
worldwide.

In return for a low monthly membership fee, the PBC Network offers a unique
combination of value-added services on the e-commerce horizon.

A list of immediate and future benefits for association members includes:

Immediate Benefits:

E-Commerce representation and a highly structured plan for these outlets
     Discounts for web utilization
     Savings on shipping prices through quantity discounts
     Centralized billing to lower certain costs
     Pre-paid discounts on shipping
     Professional theme coordinated advertising programs
     PBC  Network Web Site linking all members with outside customers
     E-mail customer leads
     Scholarship programs for member's children
     Packaging education programs
     Organized conventions
     PBC  Network health/ dental insurance
     PBC  Network shipping insurance
     Computer software/ hardware, sales and consulting
     Shipping hot line and tracking for customers
     Continual development of new profit centers
     Quality control for member and customer benefits
     Affordable legal representation
     National customer service satisfaction department
     Political lobbying
     Vacation of the month program
     Discounted air cargo/next day worldwide rates
     Discounted copier and/or fax, postal meter leasing programs
     Discounted long distance rates
     Discounted printing programs
     Discounted van and equipment leasing program
     Prepaid phone card
     Centralized purchasing
     Monthly Newsletter
     Brand recognition of PBC Network Logo
     PBC  Network advisory council store (design/modernization) program


                                       10

<PAGE>


This value-added Network is expected to revitalize and re-define the private
postal industry and position itself for additional acquisitions within the
transportation industry that may benefit its members' collective strength.

The Company announced in 1998 that the PBC Network had formed a Advisory
Council. This Council consists of PBC members from 7 regions of the United
States. The goal of the Council is to obtain a more specific regional view of
the CMRA industry through the cooperative efforts of the PBC members.

In 1998 the Company announced that the PBC Network had formed a strategic
alliance with Kodak to make available the Kodak Image Magic Picture Maker to the
PBC Network member stores nationwide.

During the year, the PBC Network also announced relationships with other leading
vendors, for use of its members, including the following:

     3M - Heat free, non-electric laminating system and various office
          supplies.
     American Airlines Advantages Frequent Flyer Miles
     Reslinx Incentive Travel Program
     Century Marking/stamper 2000 - Discounted rates on custom rubber stamps for
          resale.
     Discounts on planning and scheduling products available through
          Wescosa-Florida.
     GBC - Discounts on laminating/binding/finishing equipment and supplies.
     Keena - Discounts on tape and sealing products.
     Kittrich - Discounts on licensed mailing supplies.
     MBNA Bank - Co-Marketing/corporate Credit Card program.
     Nova information services - Discounts on credit card processing with most
          monthly fees waved.
     Paychex - Discounts on payroll services.
     Rediform - Discounts on business forms and other office products and
          services.
     Risk Management - Business Insurance Services
     Hertz - Co-Marketing/Car Rental Referral program.
     Ti-Mail - Discounts on decorated TYVEK mailing products.
     Wescosa - Florida - End-column discounts on office supplies.
     X-Stamper - Discounts on stock rubber stamps.


                                   11

<PAGE>


Future PBC Network benefits should include but not be limited to e-commerce,
mail order contract for individual stores, Internet document delivery systems,
national moving preparation program, direct access to packing supplies, audio
visual training, electronic car/ truck rental, national television advertising,
auto club, video conferencing, bar-coded luggage national pick-up program,
advertising revenues directly from carriers.

UNIQUENET: In 1996, the Company launched its venture called UniqueNet. UniqueNet
is an interactive, specialty gifts web site on the Internet's WorldWide Web
(UniqueNet.Com) . The Web Site will showcase the Company's line of distinctive
and "trendy" gifts. On-line visitors to the Web Site will be able to view,
select and purchase products through their personal computer using an on-line
order form or regular mail. A retail partner is presently being examined and
auction E-Commerce fulfillment may be originated from this site.

PACKAGING PLUS SERVICES
-----------------------

Packaging Plus Services, Inc. is the Corrugated box subsidiary of USXP. A
manufacturing facility is being sought. The Company intends to be a full service
corrugated box manufacturer. The Company believes that this core business will
lend itself to expanding the customer base and "trim-out" a new and enhanced
market. The Company believes that additional equipment and marketing effort will
enable Packaging Plus Services, Inc. to become a significant player in the
corrugated market.

PBC NetWork stores use basic corrugated and because of their non-centralized
purchasing, they are forced to buy above market prices. Through the PBC NetWork,
the stores will be able to purchase through centralized purchasing, thus
lowering their costs and making their overall operations more competitive. This
would enable the member to create a new market for customized boxes which the
Company believes will help to expand their customer base and increase their
market share.


                                       12



<PAGE>




RESULTS OF OPERATIONS - THREE AND NINE MONTHS
---------------------------------------------

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

Net loss was $1,181,184 for the three months ended March 31, 2000 compared to
$698,116 for the three months ended March 31, 1999.

During the three months ending March 31, 2000, the Company's current business
operations generated revenues of $1,089,425 as compared with operating revenues
from such business of $ 465,177 for the same three month period in 1999, an
increase of 230%. Delivery Service Revenues for the third quarter of $847,549
arose from the operations of Skynet Worldwide Express.

Ticket sales for Manhattan Concierge for the third quarter were $241,664 as
compared with $342,904 for the same period of 1999.

Net loss was $3,130,957 for the nine months ended March 31, 2000 compared to
$1,875,158 for the nine months ended March 31, 1999.

Similarly, for the nine months period ended March 31, 2000, the Company's
current business operations generated revenues of $3,819,426 as compared with
operating revenues from such businesses of $1,765,660 for the same nine month
period in 1999, an increase of 116%. Delivery Service Revenues for the nine
months of $2,619,853 arose from the operations of Skynet Worldwide Express. Cost
of revenues was $2,857,875 for the nine months ended March 31, 2000 and $998,386
for the nine months ended March 31, 1999.

Selling, general and administrative expenses were approximately $3,829,745 for
the nine months ended March 31, 2000, compared to $2,392,898 for the
corresponding 1999 period. The increase was attributable to the acquisition of
Skynet Worldwide Express, Inc., Skynet's increased interest and borrowing
expenses, payroll taxes, depreciation and amortization, moving and telephone
expenses, and infringement actions toward Skynet as discussed below.

                                       13


<PAGE>


The business of Skynet Worldwide Express was severely affected by the
infringement actions underlying the issuance of the preliminary injunction
against a competitor, Skynet Holdings, referred to in "Legal Proceedings".
Profits of Skynet Worldwide were substantially less than anticipated, and costs
were substantially increased as a result of the infringement. Amounts sought to
be recovered against the defendants are at least $3,000,000, which amount is
sought to be tripled as a recovery from the defendants' under the trademark law
and, also, the recovery by Skynet Worldwide of all of the defendants' profits
during the infringement period, punitive damages and attorneys fees and costs.


LIQUIDITY AND CAPITAL RESOURCES - FOR THE NINE MONTHS ENDED MARCH 31, 2000
--------------------------------------------------------------------------

The net proceeds from new loans and investments in the Company was approximately
$2,443,750. Approximately $2,275,863 was used in its operating activities.
Common stock in the amount of approximately $431,852 was issued for services
rendered.

The Company had a working capital deficiency of approximaely $2,700,000 at March
31, 2000.

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

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

PART II -- OTHER INFORMATION
----------------------------

Item 1.           LEGAL PROCEEDINGS
                  -----------------

USXP's subsidiary, Skynet Worldwide Express, obtained a preliminary injunction
in Federal District Court in Florida against a competitor, Skynet Holdings,
Inc., for servicemark infringement on courier shipments throughout the United
States. Skynet Worldwide is also seeking substantial damages against Skynet
Holdings.


                                       14

<PAGE>



The Company is involved in several old lawsuits with vendors and suppliers and
claims for fees of certain professionals. These claims are all disputed by the
Company. The Company believes that the disposition of these matters will not
have a material adverse effect on the Company's financial position.

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

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

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

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


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

(A)      EXHIBITS
         --------

10.0     Talk Visual-Skynet Contract

(B)      REPORTS ON FORM 8-K:
         --------------------
         None


SIGNATURES
----------

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


                                               UNIVERSAL EXPRESS, INC.



                                               /S/RICHARD A. ALTOMARE
                                               ----------------------
                                               Richard A. Altomare,
                                               President and Chairman
                                               of the Board.


Dated:   May 25, 2000

                                       15

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