UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSBA

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED March 31, 2001

                         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 March 31, 2001:  $ 4,090,633


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, 2001
--------------------------------------------------------------------------------
Class "A"                                                           56,970,206
Class "B"                                                            1,280,000


<PAGE>





                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                         Page
                                                                         Number



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements
 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 of Financial                  6-13
        Condition or Plan of Operation


PART II - OTHER INFORMATION                                                  13


SIGNATURE                                                                    14


<PAGE>
                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                    ----------------------------------------
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                     ----------------------------------------
                                 MARCH 31, 2001
                                 --------------

                                     ASSETS
                                     ------
CURRENT ASSETS:
      Cash                                                          $    16,167
      Accounts receivable, net of allowance for doubtful
          accounts of $107,600                                           42,349
      Other receivable                                                  200,000
                                                                     ----------
      Total current assets                                              258,516
                                                                     ----------

PROPERTY AND EQUIPMENT, net                                              11,228
                                                                     ----------

OTHER ASSETS:
      Goodwill, net                                                     501,662
      Related party receivables                                         532,824
      Loan to officer                                                   924,402
      Other                                                             137,541
                                                                     ----------
      Total other assets                                              2,096,429
                                                                     -----------
TOTAL ASSETS                                                        $ 2,366,173
                                                                     ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
      Accounts payable                                              $   638,818
      Accrued expenses                                                1,564,720
      Payroll taxes payable                                             133,465
      Notes payable                                                   1,046,481
      Other                                                              89,861
      Convertible debentures                                            189,000
                                                                     -----------
            Total current liabilities                                 3,662,345
                                                                     -----------

STOCKHOLDERS' DEFICIENCY:
      Common stock, $0.005 par value; authorized 147,000,000
            shares, 56,970,207 shares issued, and outstanding           284,851
      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                                     26,398,261
      Stock rights                                                      678,227
      Common stock in treasury, at cost, 40,000 shares                  (12,000)
      Accumulated deficit                                           (27,270,495)
      Deferred compensation related to stock issued for services     (1,381,416)
                                                                     -----------
             Total stockholders' deficiency                          (1,296,172)
                                                                     -----------
                                                                    $ 2,366,173
                                                                     ===========

                 See notes to consolidated financial statements.

                                        3
<PAGE>

                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                    ----------------------------------------
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
               THREE AND NINE MONTHS ENDED MARCH 31, 2001 AND 2000
              ----------------------------------------------------
<TABLE>
<CAPTION>


                                                                    THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                    ------------------               -----------------
                                                                          MARCH 31,                       MARCH 31,
                                                                   ---------------------             -------------------
                                                                     2001           2000            2001            2000
                                                                     ----           ----            ----            ----

INCOME:
<S>                                                               <C>             <C>            <C>            <C>
    Ticket sales                                                  $ 244,902       $ 241,664      $1,172,827     $ 1,096,770
    Delivery services                                                     -             212           1,305         102,803
                                                                   --------        --------      ----------      ---------
TOTAL                                                               244,902         241,876       1,174,132       1,199,573
                                                                   --------        --------      ----------      ---------
COST AND EXPENSES:
    Cost of goods sold                                              198,700         248,512         851,801         895,276
    Selling, general and administration                             541,919         772,128       1,742,043       2,344,231
    Depreciation and amortization                                    13,555          49,298          40,059         176,419
                                                                   --------        --------      ----------      ---------
TOTAL                                                               754,174       1,069,938       2,633,903       3,415,926
                                                                   --------        --------      ----------      ---------
LOSS FROM OPERATIONS                                               (509,272)       (828,062)     (1,459,771)     (2,216,353)
INTEREST EXPENSE                                                    (19,800)         (3,423)       (179,097)         (7,713)
                                                                   --------        --------      ----------      ---------
NET LOSS FROM CONTINUING OPERATIONS                                (529,072)       (831,485)     (1,638,868)     (2,224,066)
                                                                   ---------       ---------     -----------     -----------
DISCONTINUED OPERATIONS:
    Loss from discontinued operations                                     -        (349,699)       (398,994)       (906,891)
    Gain from disposal of discontinued operations                 1,684,587               -       1,684,587               -
                                                                   ---------       ---------     -----------     -----------

GAIN OR (LOSS) FROM DISCONTINUED OPERATIONS                       1,684,587        (349,699)      1,285,593        (906,891)
                                                                  ----------       ---------     ----------      -----------

NET INCOME (LOSS)                                               $ 1,155,515    $ (1,181,184)     $ (353,275)   $ (3,130,957)
                                                                ===========    =============     ===========   =============
BASIC INCOME (LOSS) PER SHARE:
    Continuing operations                                           $ (0.01)        $ (0.10)        $ (0.04)        $ (0.19)
    Discontinued operations                                               -           (0.04)        $ (0.01)          (0.08)
    Gain from discontinued operations                                  0.03               -         $  0.04               -
                                                                   ---------       ---------     -----------     -----------
INCOME (LOSS) PER COMMON SHARE                                      $  0.02         $ (0.14)        $ (0.01)        $ (0.27)
                                                                   ========        =========     ===========     ===========
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                                        55,749,877       8,284,736      40,720,412      11,742,676
                                                                ===========      ==========      ===========     ==========

</TABLE>





                 See notes to consolidated financial statements.

                                        4

<PAGE>
                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                    NINE MONTHS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                                                                  2001            2000
                                                                                  ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>            <C>
        Net Loss                                                        $      (353,275) $   (3,130,957)
                                                                               ---------     -----------
        Adjustment to reconcile net loss to net cash (used in) provided by
           operating activities:
          Depreciation and Amortization                                          43,060         176,419
          Amortization of deferred compensation                                  56,271               -
          Common Stock issued for compensation                                  320,475         431,852
          Common Stock issued in lieu of cash                                         -          18,000
          Loss from discontinued operations                                           -         906,891
          Gain from disposal of discontinued operations                      (1,684,587)              -
        Change in assets and liabilities:
          Accounts receivable                                                    27,473         (71,337)
          Inventory                                                                   -          23,916
          Loan to officers                                                      (54,502)        (37,350)
          Other assets                                                                -         (53,105)
          Accounts payable and accrued expenses                                 553,602         260,275
          Change in net assets & liabilities of discontinued operations         173,907        (840,963)
          Other liabilities                                                     (34,502)         59,099
          Taxes payable                                                           7,987           4,429
                                                                                 ------          -----
          Total Adjustments                                                    (590,816)       878,126
                                                                               ---------       -------
          NET CASH USED IN OPERATING ACTIVITIES                                (944,091)     (2,252,831)
                                                                               ---------     -----------
CASH USED IN INVESTING ACTIVITIES
          Purchase of property and equipment                                          -          (8,000)
          Increase in related party receivable                                 (182,565)        (15,032)
          Proceeds from sale of discontinued operations                         200,000               -
                                                                               --------      ----------
          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    17,435         (23,032)
                                                                               --------      -----------
CASH FLOW FROM FINANCING ACTIVITIES
          Sale of common stock                                                  475,000       1,240,000
          Repayments of notes and loans and payables                                  -          60,000
          Proceeds from Stock Rights                                              8,000         625,000
          Proceeds from loans                                                   439,000         518,750
                                                                               --------      ----------
          CASH PROVIDED BY FINANCING ACTIVITIES                                 922,000       2,443,750
                                                                               --------      ----------
NET INCREASE(DECREASE) IN CASH                                                   (4,656)        167,887

CASH-Beginning of year                                                           20,823          37,164
                                                                                -------         ------
CASH-End of period                                                      $        16,167  $      205,051
                                                                                =======        =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
          Cash paid for interest                                        $        10,914  $        7,713
                                                                                =======          =====
NON-CASH FINANICING AND INVESTING ACTIVITIES:
          Conversion of debentures                                      $       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 March 31, 2001 and the  results of  operations  and cash flow for
the nine-months ended March 31, 2001 have been included.

The results of  operations  for the  nine-months  ended March 31, 2001,  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  $1,639,000  for the nine months ended
March 31, 2001. Additionally,  the Company had working capital and total capital
deficiencies of approximately $3,404,000 and $1,296,000 at March 31, 2001. 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
restructuring  its existing  debt,  raising  additional  capital  through future
issuances of stock and or debentures.  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.       Sale of Skynet

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

                                       6
<PAGE>

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.       Loan

During the six months  ended  December  31,  2000,  the Company  obtained  loans
aggregating $439,000 at 18% per annum.


5.       Revised Financial Statements

The  accompanying  financial  statements have been restated for an adjustment of
$524,691 to correct the  understatement of selling,  general and  administrative
expenses of $498,750  pertaining to the  cancellation  of shares and $25,941 for
the cancellation of debt. In addition,  interest  expense  increased by $168,903
principally from due to an agreement with the lender.

                                         As                             As
Statement of Operations adjustments:  Reported   Adjustments         Restated
Nine months ended March 31,2001
  Operating expenses               $ 2,109,212    $ 524,691        $  2,633,903
  Interest expense                 $    10,194    $ 168,903        $    179,097
Gain from disposal of
    discontinued operations          1,517,555      167,032           1,684,587
Net income (loss)                  $   173,287    $ 526,562        $   (353,275)
Weighted Average                    40,720,412            -          40,720,412
Net loss per common share                    -    $   (0.01)       $      (0.01)

Three months ended March 31,2001
  Operating expenses               $   675,424    $  78,750            $754,174
  Interest expense                 $     1,844    $  17,956            $ 19,800
Gain from disposal of
    discontinued operations          1,517,555      167,032           1,684,587
Net income                         $ 1,085,189    $  70,326        $  1,155,515
Weighted Average                    55,749,877            -          55,749,877
Net Income per common share basic  $       .02            -        $        .02




                                     Item 2

                    MANAGEMENT DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION OR 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.


                                       7
<PAGE>

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).

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.

The Company  believes  this  affords the  Company the Skynet  services  with the
franchise  revenue  that will be made  available to  entrepreneurs.  The Company
plans to further  develop its programs along with now its renamed  international
business opportunity - Worldpost.

Through its new  partnership  with Skynet,  the  Company's  franchise and postal
store  experience,  the Company  believes,  should allow it to further penetrate
into the International  shipping business of North America.  Skynet is a 20-year
trade association of independently owned and operated local courier companies in
over 230 cities in 120 countries.  Skynet's competitive rates coupled with being
the fifth  largest  international  courier  network sets the stage for the North
American  expansion of the  Skynet/WorldPost  network through the efforts of the
Company.

The Company plans to price the first 2,000  territories at an average of $80,000
for each  location.  Training  will be done in Miami,  Florida  and the  Company
believes  that  potential  market  opportunities  co-exist  very nicely with the
territories  presently  occupied by PBC Network's  private  postal store members
throughout the United States. WorldPost territory partners can work closely with
the postal stores in their area.

The sale of these  territories  in North  America by the Company and the royalty
income to the Company from this International  shipping network as it penetrates
into North America will, the Company believes,  enhance its net income and value
for the coming  years.  In addition,  the Company  believes  that the cross over
values between the Company's two subsidiaries,  PBC and WorldPost,  should offer
many more perceived  opportunities  than those that existed before. The shipping
services provided by the WorldPost  members will, the Company believes,  provide
increased earnings for those members.


                                       8
<PAGE>

The Company  believes its  strategy of  developing  PBCNetwork  is unique to the
private postal  industry.  The Company  believes that PBCNetwork has established
itself as a provider of quality products and services that benefit the owners of
private postal businesses (see page 11).

The Company purchased its Entertainment division in 1997. The division consisted
mainly of: Downtown Theatre Ticket Agency, Inc., or Advance Entertainment (now
known as "Manhattan Concierge"), which provides theater, sports and special
events tickets and concierge services. 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).

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

Management views this fiscal year as a period of anticipated growth based upon
the Company's decision to develop only core business through the PBC Network and
SkyNet/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.

The business of the Company has undergone major changes in the last decade that
should, the Company believes, support its growing private postal network
utilizing the 20,000 postal retail stores doing $7 billion in sales. Strong
relationships are currently being established with E-commerce auction houses and
other manufacturers for quality assurance and localized shipping which the
Company believes will empower present and future PBC Network members.


                                       9
<PAGE>

Members of its Private Postal System (PBC Network) provide the public with a
complement to the U.S. Post Offices for many retail postal services. In
addition, these Postal Service Centers offer individuals and business customers
a variety of personal, business and communications services and even
merchandise.

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.

As E-commerce and a global economy grow, someone must deliver the purchased
goods to the consumer. The Company believes that many companies will eventually
need an affordable distribution system to deliver nearly anything that the
customers purchase on-line.

The PBC Network is an association formed to create a long overdue and needed
profitable partnership between previously unconnected packaging store owners.
Similar in theory to the floral industry's FTD, the PBC Network provides
storeowners 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 worldwide
with a feeling of branded quality assurance when they frequent a PBC Network
location.

SkyWorld International Couriers, Inc. is the U.S. member of the SkyNet Worldwide
Express Network, an alliance of independently owned and operated express courier
services operating in 268 cities in 120 countries. SkyWorld developed and owns
the SkyNet Trademark in the U.S. and most countries in Latin America. The SkyNet
Network provides global delivery and logistics service to multinational firms.
The Network currently delivers over 400,000 packages per month. It is the
world's largest independently owned courier network and the 5th largest express
courier network behind the integrated U.S. express carriers such as FedEx, UPS
and DHL.

Unlike the major integrators who operate their own aircraft and thus offer rigid
standardized pick up and delivery schedules, SkyNet Network members offer
flexible, customized International services to meet the clients' specific
distribution needs. Instead of operating its own fleet, SkyNet offers express
International air courier service and expedited air cargo through regularly
scheduled commercial airlines to transport time sensitive documents, parcels,
freight and mail. SkyNet provides on demand and scheduled pick up and delivery
                                       10
<PAGE>

courier and freight services in the U.S. and in foreign countries. SkyNet uses
available cargo and baggage space on scheduled passenger and cargo airlines
throughout the world. SkyNet operates its own facilities in Miami, New York, Los
Angeles, San Francisco, Venezuela and Costa Rica. Using licensees in most
countries in Latin America and the Caribbean, it provides 24 to 48 hour delivery
throughout the region. Hubs operated by SkyNet Network Members in London, Dubai,
Johannesburg, Brussels, Singapore and Sydney allow the swift delivery of
documents and parcels to almost any destination in the world within 72 hours.
The Company purchased and then one year later sold SkyWorld still retaining
discounted international rates for its members and customers along with the
coveted rights to sell territory business opportunities throughout North
America.

The strategic partnership with SkyNet Worldwide Express as part of the Company's
contracted International shipping network, also supports, the Company believes,
the PBC Network's postal store members needs. The strength of SkyNet
International's network is today primarily geared towards Central and South
America, although it has reciprocity delivery partners in 120 other countries
worldwide.

Universal Express' strategy of developing the PBC Network, a subsidiary of its
Private Postal Network (PPN) and SkyNet together is, the Company believes,
unique to the private postal industry. The PBC Network has established itself,
the Company believes, as a provider of quality products and services that
benefit all of the owners of private postal businesses. Private postal and
business centers previously formed a highly fragmented cottage industry within
the transportation industry.

These locations are individually owned and yet can create an inexpensive
localized International and domestic delivery network for themselves rather than
the traditional carriers that utilize these locations.

Revenue Sources
---------------
Our initial revenues sources, the Company believes, will combine SkyNet
Worldwide delivery and territory sales, along with our other subsidiaries. Based
upon marketing and branding monies, PBC's strategic alliances today include
numerous additional 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.
                                                     -------------
                                       11
<PAGE>

         Equipment Leasing                           Credit Card rocessing
         Advantage Leasing                           Nova Information Systems
         -----------------                           ------------------------

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

         Discounted Phone Cards                      Video Conferencing
         Saratoga Telecom                            Talk Visual
         ----------------                            -----------


         Secure Document Delivery                    Air Miles Incentive Program
                                                     American Airlines
         NetEx                                       ------------------
         ------
         Moving Supplies                             Travel and Entertainment
                                                     Reslinx
         All Boxes Direct                            --------
         -----------------
         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 has prevented some excellent
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.

Qualifications and Relationships
---------------------------------
The company's key people have years of experience in all aspects of delivery,
marketing and postal service related programs.

International Opportunity
-------------------------
The Company believes that opportunities to expand the scope of the PBC Network
and WorldPost are limitless due to shipping, distribution and growth of services
virtually throughout its market.


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<PAGE>

Results of Operations - Three and Nine Months
---------------------------------------------

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)and
WorldPost. Network.com)and Manhattan Concierge.

         Revenues, principally from ticket sales, for the nine-month period
ended March 31, 2001 was $1,174,132 as compared to revenues of $1,199,573 for
the nine-month period ended March 31, 2000. The decrease is $25,441 or 2%.

         Total operating expenses for the nine-month period ended March 31, 2001
were $2,633,903 as compared to total operating expenses of $3,415,926 for the
nine-month period ended March 31, 2000. The decrease of $782,023, or 23% for the
nine-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 expense of $179,097 compared to $7,713 in the
prior year's nine month period.

Accordingly, the net loss from continuing operations for the nine-month period
ended March 31, 2001 was $1,638,868 as compared to a net loss of $2,224,066 for
the nine-month period ended March 31, 2000. In addition, a gain of $1,684,587
has been recognized from sale of the Company's Skynet subsidiary. Loss from
discontinued operations was $398,994 for the nine-months ended March 31, 2001.

         Net loss from continuing operations was $529,072 for the three months
ended March 31, 2001 as compared to a net loss of $831,485 for the three months
ended March 31, 2000.

         Ticket sales for Manhattan Concierge for the second quarter of 2001
were $244,902 as compared with $241,664 for the same period of 2000. Total
operating expense decreased approximately $316,000 for the comparable three
month period.

Liquidity and Capital Resources
---------------------------------
The Company had $16,167 cash at March 31, 2001 and a 3.4 million working capital
deficiency. The net proceeds from new loans to the Company were $439,000 and
$483,000 from the sale of common stock, all of which was used in its operating
activities except for $182,565 which was used for advances to related parties.

Until the 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.

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<PAGE>

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
                  --------------------------------

                           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:   October 24, 2001




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