UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A
                                   Amendment 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED December 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 Identification
incorporation or organization)       Number)

1230 Avenue of the Americas, Suite 771
Rockefeller Center,
New York, N.Y.                                                   10020
--------------------------------------------                  -----------
(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 December 31, 2000:  $ 1,510,517


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, 2000
--------------------------------------------------------------------------------
Class "A"                                                           54,245,206
Class "B"                                                            1,280,000


<PAGE>





                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                          Page
                                                                          Number



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements                                                 2

 Consolidated Balance Sheet                                                   3

 Consolidated Statements of Operations                                        4

 Consolidated Statements of Cash Flows                                        5

 Notes to Consolidated Financial Statements                                   6

Item 2.  Management's Discussion and Analysis                                 8
                  Of Financial Condition or Plan of
                  Operation

PART II - OTHER INFORMATION                                                  12

SIGNATURE                                                                    13


                                       2
<PAGE>
                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                DECEMBER 31, 2000


                                     ASSETS
CURRENT ASSETS:
      Cash                                                            $   2,609
      Accounts receivable, net of allowance for doubtful
          accounts of $107,600                                           62,531
                                                                      ---------
      Total current assets                                               65,140
                                                                      ---------

PROPERTY AND EQUIPMENT, net                                              13,116
                                                                      ---------

OTHER ASSETS:
      Goodwill, net                                                     513,329
      Related party receivables                                         521,141
      Loan to officer                                                   929,572
      Other                                                             137,541
                                                                      ---------
      Total other assets                                              2,101,583
                                                                      ---------
TOTAL ASSETS                                                        $ 2,179,839
                                                                      =========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
      Accounts payable                                              $   605,801
      Accrued expenses                                                1,464,107
      Net liabilities from discontinued operations                    1,117,555
      Payroll taxes payable                                             126,063
      Notes payable                                                     946,481
      Other                                                              96,237
      Convertible debentures                                            189,000
                                                                      ---------
            Total current liabilities                                 4,545,244
                                                                      ---------

STOCKHOLDERS' DEFICIENCY:
      Common stock, $0.005 par value; authorized 147,000,000
            shares, 54,245,206 shares issued, and outstanding           271,226
      Class B common stock, $.005 part value; authorized
            3,000,000 shares 1,280,000 shares issued and outstanding      6,400
      Additional paid-in capital                                     26,199,918
      Stock rights                                                      670,227
      Treasury stock, at cost, 40,000 shares                            (12,000)
      Accumulated deficit                                           (28,426,010)
      Deferred compensation related to stock issued for services     (1,075,166)
                                                                     -----------
             Total stockholders' deficiency                          (2,365,405)
                                                                     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $ 2,179,839
                                                                     ===========

                 See notes to consolidated financial statements

                                        3
<PAGE>
                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
         FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>


                                                                      THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                      ------------------              ----------------
                                                                         DECEMBER 31,                   DECEMBER 31,
                                                                     --------------------           ---------------------
                                                                     2000            1999           2000            1999
                                                                     ----            ----           ----            ----

INCOME:
<S>                                                               <C>            <C>             <C>             <C>
    Ticket sales                                                 $ 551,105      $ 573,930       $ 927,925       $ 855,106
    Delivery services                                                  780              -           1,305         102,591
                                                                   --------       --------        --------        -------
TOTAL                                                              551,885        573,930         929,230         957,697
                                                                   --------       --------        --------        -------

COST AND EXPENSES:
    Cost of goods sold                                             393,934        318,518         653,101         646,764
    Selling, general and administrative                            313,268        701,077       1,200,124       1,540,771
    Depreciation and amortization                                   13,252        100,935          26,504         158,453
                                                                   --------     ---------       ---------       ---------
TOTAL                                                              720,454      1,120,530       1,879,729       2,345,988
                                                                   --------     ----------      ----------      ---------

LOSS FROM OPERATIONS                                              (168,569)      (546,600)       (950,499)     (1,388,291)
INTEREST EXPENSE                                                  (155,947)        (1,110)       (159,297)         (4,290)
                                                                  ---------     ----------      ----------      ----------

    Loss from continuing operations                               (324,516)      (547,710)     (1,109,796)     (1,392,581)
    Loss from discontinued operations                             (299,414)      (329,433)       (398,994)       (557,192)
                                                                  ---------      ---------       ---------       ---------

NET LOSS                                                        $ (623,930)    $ (877,143)   $ (1,508,790)   $ (1,949,773)
                                                                 ===========    ===========   =============   =============

BASIC LOSS PER SHARE:
    Continuing operations                                          $ (0.01)       $ (0.06)        $ (0.03)        $ (0.13)
    Discontinued operations                                          (0.01)         (0.04)          (0.01)          (0.05)
                                                                  ---------      ---------       ---------       ---------
LOSS PER COMMON SHARE                                              $ (0.02)       $ (0.10)        $ (0.04)        $ (0.18)
                                                                 ===========    ===========   =============   =============

WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                                       42,929,264      8,444,987      33,951,207      10,665,800
                                                                 ===========    ===========   =============   =============

</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 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                                        2000              1999
                                                                                        ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                              <C>              <C>
        Net Loss                                                                 $     (1,508,790)$      (1,949,773)
                                                                                       -----------       -----------

        Adjustment to reconcile net loss to net cash used in operating
activities:
           Depreciation and amortization                                                   26,504           205,752
           Amortization of deferred compensation                                           12,521                 -
           Common stock issued for compensation                                           316,475           407,954

        Change in assets and liabilities:
           Accounts receivable                                                              7,291           (94,962)
           Inventory                                                                            -             1,313
           Loan to officers                                                               (59,672)          (25,122)
           Accounts payables and accrued expenses                                         135,949            33,495
           Change in net assets of discontinued operations                                460,931                 -
           Other liabilities                                                              (28,126)          149,145
           Taxes payable                                                                      585           158,066
                                                                                       -----------       -----------
           Total Adjustments                                                              872,458           835,641
                                                                                       -----------       -----------

           CASH USED IN OPERATING ACTIVITIES                                             (636,332)       (1,114,132)
                                                                                       -----------       -----------
CASH USED IN INVESTING ACTIVITIES
           Related parties receivable                                                    (170,882)                -
           Notes receivable                                                                     -          (244,096)
                                                                                       -----------       -----------
           CASH USED IN INVESTING ACTIVITIES                                             (170,882)         (244,096)
                                                                                       -----------       -----------
 CASH FLOW FROM FINANCING ACTIVITIES
           Sale of common stock                                                           450,000           380,000
           Repayments of notes and loans and payables                                           -            60,000
           Proceeds from Stock Rights                                                           -         1,058,750
           Proceeds from loans                                                            339,000                 -
                                                                                       -----------       -----------

           CASH PROVIDED BY FINANCING ACTIVITIES                                          789,000         1,498,750
                                                                                       -----------       -----------
NET (DECREASE) INCREASE IN CASH                                                           (18,214)          140,522

CASH-Beginning of year                                                                     20,823            37,164
                                                                                       -----------       -----------
CASH-End of period                                                                          2,609           177,686
                                                                                   ===============   ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
           Cash paid for interest                                                $          8,350 $           4,290
                                                                                   ===============   ===============
NON-CASH FINANICING AND INVESTING ACTIVITIES:
           Conversion of debentures to common stock                              $        810,000 $               -
                                                                                   ===============   ===============
           Issuance of stock for accrued salaries                                $        525,000 $               -
                                                                                   ===============   ===============
           Issuance of stock for investment                                      $        120,000 $               -
                                                                                   ===============   ===============

</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. 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, 2000.

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, 2000 and the results of  operations  and cash flows
for the six-months ended December 31, 2000 have been included.

The results of operations  for the  six-months  ended December 31, 2000, are not
necessarily  indicative  of the results to be  expected  for the full year ended
June 30, 2001.

2.       GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern.  The Company  incurred a net loss from
continuing  operations  of  approximately  $1,110,000  for the six months  ended
December  31,  2000.  Additionally,  the Company  had working  capital and total
capital deficiencies of approximately  $4,480,000 and $2,365,000 at December 31,
2000. These conditions raise  substantial  doubt about the Company's  ability to
continue as a going  concern.  Management's  plans with respect to these matters
include,  raising  additional  capital  through future  issuance of stock and or
debentures.  In addition,  as discussed in Note 3, Company disposed of its Scent
subsidiary,  which at December 31, 2000 had $1.1 million of net  liabilities and
had recurring losses. The accompanying  financial  statements do not include any
adjustments  that might be necessary should the Company be unable to continue as
a going concern.

3.       Discontinued Operations

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

                                       6
<PAGE>

between  Skynet and the Company under which Skynet will provide the Company with
international   courier  service;   and,  the  assumption  of  all  of  Skynet's
liabilities by the purchasers.

In connection with the Company's above discontinued operations, the accompanying
financial statements have been restated to present such business as discontinued
operations for all periods presented.

4.       Convertible Debentures

On October 18, 2000,  $810,000 of  convertible  debentures  were  converted into
7,500,000 shares of common stock.

5.       Loans

During the six months  ended  December  31,  2000,  the Company  obtained  loans
aggregating $339,000 at 18% per annum.

6.       Other Events

On November 1, 2000 the Company's board of directors  authorized the issuance of
15,000,000 shares of the Company's common stock to its Chief Executive  Officer,
the value of which is to be  applied  against  accrued  salary  payable  to such
officer.

In addition, the board agreed to forgive 10% per year of the outstanding balance
of the Company loans to such officer,  commencing January 2, 2001 as long as the
officer  continues  in the  service of the  Company.  Such loan had a balance of
$929,572 as of December 31, 2000.

7.       Revised Financial Statements

The accompanying financial statements have been restated to defer the gain
recorded for the sale of Skynet as the closing date occurred in March, 2001
rather than in December, 2000. In addition, an adjustment has been made for
$895,941 and $445,941 for the six months and three months ended December 31,
2000, respectively, to correct the understatement of selling, general and
administrative expenses. Of such expenses $450,000 related to the satisfaction
of a note payable from the Company's obligation in connection with the original
acquisition of Skynet, $420,000 pertained to the cancellation of shares and
$25,941 resulted from the restatement of cancelled debt. In addition, interest
expense was increased by $150,000 pursuant to an agreement with the lender.


                                              As                          As
Balance Sheet Adjustments:                Reported      Adjustments    Restated

  Assets                             $    3,279,839  $   (1,100,000)$ 2,179,839
  Liabilities & Equity                    3,279,839      (1,100,000)  2,179,839

Statement of Operations:
Six months ended December 31,2000
  Operating expenses                 $     983,788   $     895,941  $ 1,879,729
  Interest expense                   $       8,350   $     150,947  $   159,297

Gain from disposal of                $   1,931,491
   discontinued operations           $  (1,931,491)  $           -
Net income (loss)                    $   1,469,589   $  (2,978,379) $(1,508,790)
Weighted Average                        38,238,803      (4,287,596)  33,951,207
Net loss per common share            $       (0.01)  $        (.03) $     (0.04)

Three months ended December 31,2000
  Operating expenses                 $     274,513   $     445,941  $   720,454
  Interest expense                   $       5,000   $     150,947  $   155,947
Gain from disposal of                $   1,931,491
   discontinued operations           $  (1,931,491)  $          -
Net income (loss)                    $   1,904,449   $  (2,528,379) $  (623,930)
Weighted Average                        33,045,515       9,883,749   42,929,264
Net loss per common share basic      $           -   $        (.02) $      (.02)



                                   7
<PAGE>

                                     Item 2

                    MANAGEMENT DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION OR PLAN 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.

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

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

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

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

                                       8
<PAGE>


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

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

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

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

Marketplace

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

Business

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

Revenue Sources

Our initial  revenues,  the Company  believes,  will  combine  SkyNet  Worldwide
delivery  and  territory  sales  along with our other  subsidiaries.  Based upon

                                       9
<PAGE>

marketing and branding monies, PBC's strategic alliances today could include the
following income sources:

         International Shipping                      Internet Postage
         Worldpost.com (SkyNet)                      E-Stamps
         ----------------------                      --------
         Corrugated & Packaging                      Customized Corrugated
         Packaging Technologies                      Cactus Corrugated
         ----------------------                      -----------------
         Lamination and Photo ID's                   Business and Office
         D&K Laminex                                 Supplies
         -----------                                 PBCNBizSupplies.com
                                                     -------------------
         Customized Rubber Stamps                    Parcel Insurance
         TheStampMaker.com                           Universal Parcel
         -----------------                           -----------------
                                                     Insurance Co.
                                                     ------------
         Equipment Leasing                           Credit Card Processing
         Advantage Leasing                           Nova Information Systems
         -----------------                           ------------------------

         Promotional Items                           Check Processing
         International Promotion Group               Echeck2000.com
         -----------------------------               --------------
         Key Machines and Supplies                   Payroll and Tax Processing
         LV Sales                                    PayChex
         --------                                    -------

         Discounted Phone Cards                      Video Conferencing
         Saratoga Telecom                            Talk Visual
         ----------------                            ------------
         Secure Document Delivery                    Air Miles Incentive Program
         NetEx                                       American Airlines
         -----                                       -----------------


         Moving Supplies                             Travel and Entertainment
         All Boxes Direct                            Reslinx
         ------------------                          -------

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

         Insurance
         AFLAC Insurance
         ----------------

Competition

The  company  further  believes  that the  maturation  of the PBC  Network  will
strengthen the profitable  atmosphere of this cottage  private postal  industry.
Lack of financial  strength and market penetration have prevented some excellent

                                       10
<PAGE>

franchisers and independent stores from properly  promoting their services.  The
ability  of the PBC  Network  to create a  nationally  accepted  private  postal
industry  that the American  public will  embrace and trust  should  re-create a
viable  industry.  The  Company  feels  it  can  convince  the  independent  and
nationwide  franchisers that they must self-regulate for consumer acceptance and
seize this opportunity to become part of this new cooperative partnership within
the global economy.

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

     Revenues  principally  from ticket sales,  for the  six-month  period ended
December  31, 2000 was  $929,230  as  compared  to revenues of $957,697  for the
six-month period ended December 31, 1999. The decrease is $28,467 or 3%.

     Total operating  expenses for the six-month  period ended December 31, 2000
were  $1,879,729 as compared to total  operating  expenses of $2,345,988 for the
six-month  period ended December 31, 1999. The decrease of $466,259,  or 20% for
the six-month  period is primarily  attributable  to the reduced  administrative
costs due to office  consolidations  and decreased  advisory costs. In addition,
the Company has incurred interest expenses of $159,297 compared to $4,290 in the
prior year's six month period.

Accordingly,  the net loss from continuing  operations for the six-month  period
ended  December 31, 2000 was  $1,109,796 as compared to a net loss of $1,392,581
for the six month period  ended  December  31,  1999.  In addition,  the Company
recognized a loss from  discontinued  operations of  approximately  $399,000 and
$557,000 for the six months ended December 31, 2000 and 1999 respectively.


     Net loss from continuing operations was $324,516 for the three months ended
December  31, 2000 as compared  to a net loss of $547,710  for the three  months
ended December 31, 1999.

     Ticket sales for Manhattan  Concierge  for the second  quarter of 2000 were
$551,105 as compared with $573,930 for the same period of 1999.  Total operating
expense increased approximately $50,000 for the comparable three month period.

Liquidity and Capital Resources:

The  Company had $2,609 cash at  December  31, 2000 and a $4.5  million  working
capital deficiency. The net proceeds from new loans to the Company were $339,000
and  $450,000  from  the sale of  common  stock,  all of  which  was used in its

                                       11
<PAGE>

operating  activities except for $170,882 which was used for advances to related
parties.

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

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

PART II -- OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

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


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

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

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

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

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

(A)      Exhibits

              10.0 Skynet Contracts (Filed with Form 10QSB on February 20, 2001)


(B)      Reports on Form 8-K:
                            None


                                       12
<PAGE>


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:   October 24,2001














                                       13