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

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE QUARTER ENDED MARCH 31, 2002

                         Commission File Number 0-18094

                             UNIVERSAL EXPRESS, INC.
                             -----------------------
             (Exact name of Registrant as specified in its charter)

          NEVADA                                   11-2781803
----------------------------             -------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification
incorporation or organization)                      Number)

1230 AVENUE OF THE AMERICAS, SUITE 771, ROCKEFELLER CENTER,
NEW YORK,  NY                                                        10020
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

     Registrant's telephone number, including area code (917) 639-4157.

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

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

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

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2002:

--------------------------------------------------------------------------------
                                   $6,035,345
--------------------------------------------------------------------------------

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, 2002
--------------------------------------------------------------------------------
Class "A"                                 190,135,043
Class "B"                                   1,280,000


<PAGE>




                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                        PAGE
                                                                        NUMBER



PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements

 Balance Sheet - March 31, 2002                                            3

 Consolidated Statement of Operations -                                    4
 Three and nine months ended March 31, 2002

 Consolidated Statement of Cash Flows -                                    5
 Three and nine months ended March 31, 2002

 Notes to Consolidated Financial Statements                                6

Item 2. Management's Discussion and Analysis                               6
           of Financial Condition and Plan of
           Operations


PART II - OTHER INFORMATION                                               14


SIGNATURE                                                                 15





                                      -2-
<PAGE>

<TABLE>
<CAPTION>



                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                   (UNAUDITED)
                                     ASSETS
CURRENT ASSETS:
<S>                                                               <C>
  Cash                                                            $    116,257
  Other Receivables                                                    197,217
                                                                  ------------
      Total Current Assets                                             313,474
                                                                  ------------
PROPERTY AND EQUIPMENT, NET                                             77,410
OTHER ASSETS:
  Loan to Officer                                                      847,001
  Related Party Receivables                                            837,424
  Goodwill                                                             397,107
  Other Assets                                                          31,790
                                                                  ------------
      Total Other Assets                                             2,113,322
                                                                  ------------

     TOTAL ASSET                                                  $  2,504,206
                                                                  ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts Payable                                                $    629,207
  Accrued Expenses                                                   1,484,602
  Payroll Taxes Payable                                                135,418
  Other Liabilities                                                     31,655
  Notes Payable                                                        529,529
  Convertible Debentures                                               189,000
                                                                  ------------
      Total Current Liabilities                                      2,999,411
                                                                  ============

OTHER LONG-TERM LIABILITIES                                             26,141

STOCKHOLDERS' DEFICIENCY:
  Common Stock, $.005 par value;
     Authorized 247,000,000 Shares
     190,135,044 Shares Issued and Outstanding                         950,676
   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                                       33,257,707
   Accumulated Deficit                                             (33,344,658)
   Accumulated Other Comprehensive Income                             (118,680)
   Stock Rights                                                      2,254,002
   Common Stock in Treasury, at cost, 40,000 shares                    (18,000)
   Deferred Costs Related to Stock Issued for Services              (3,508,793)
                                                                  -------------

      Total Stockholders' Deficiency                                  (521,346)
                                                                  -------------

                                                                  $  2,504,206
                                                                  ============
</TABLE>


                      See notes to consolidated financial statements



                                      -3-
<PAGE>






<TABLE>
<CAPTION>



UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED
FOR THREE AND NINE MONTHS ENDING MARCH 31, 2001 AND 2002

                                                       THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                       ------------------                 -----------------
                                                     2002              2001             2002           2001
                                                     ----              ----             ----           ----
INCOME:
<S>                                             <C>              <C>              <C>              <C>
   Merchandise and Service Sales                $     223,957    $        --      $     229,243    $       1,305
                                                -------------    -------------    -------------    -------------
                                                      223,957             --            229,243            1,305
                                                -------------    -------------    -------------    -------------
COSTS AND EXPENSES:
  Cost of goods & Services                            215,750             --            217,747             --
   Selling, General and Administrative              1,202,729          350,083        3,397,755        1,255,150
   Depreciation and Amortization                       47,441           13,242           56,217           39,746
                                                -------------    -------------    -------------    -------------
                                                    1,465,920          363,325        3,671,719        1,294,897
                                                -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                               (1,241,963)        (363,325)      (3,442,476)      (1,293,592)
   Interest Expense                                    13,298           11,450           27,752          170,747
                                                -------------    -------------    -------------    -------------

 NET INCOME (LOSS) FROM CONTINUING OPERATIONS   $  (1,255,261)   $    (374,775)   $  (3,470,228)   $  (1,464,339)

     Gain from Discontinued Operations                   --          1,530,290             --          1,111,064
        Interest Income                                   734             --              2,316             --
                                                -------------    -------------    -------------    -------------

NET INCOME (LOSS)                               $  (1,254,527)   $   1,155,515    $  (3,467,912)   $    (353,275)
                                                =============    =============    =============    =============
BASIC INCOME (LOSS)  PER SHARE
   Continuing Operations                                (0.01)           (0.01)           (0.03)           (0.04)
   Gain from Discontinuing Operations                    --               0.03             --              (0.03)
                                                -------------    -------------    -------------    -------------

 INCOME (LOSS) PER COMMON SHARES                        (0.01)            0.02            (0.03)           (0.01)
                                                -------------    -------------    -------------    -------------
WEIGHTED AVERAGE COMMON SHARES                     88,267,613       55,749,877      178,090,774       40,720,412
 OUTSTANDING
                                                =============    =============    =============    =============

NET INCOME (LOSS)                                  (1,254,527)       1,155,515       (3,467,912)        (353,275)

OTHER COMPREHENSIVE INCOME (LOSS)
   Unrealized loss of marketable securities              --               --            (25,680)            --
  COMPREHENSIVE INCOME (LOSS)                      (1,254,527)       1,155,515       (3,493,592)        (353,275)
                                                =============    =============    =============    =============
</TABLE>


              See notes to consolidated financial statements.





                                      -4-
<PAGE>

<TABLE>
<CAPTION>



                     UNIVERSAL EXPRESS INC, AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                  FOR THE NINE MONTHS ENDED MARCH 2002 AND 2001
                                                                       2002            2001
                                                                       ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>            <C>
         Net Loss                                                  $(3,467,912)   $  (353,275)
         Adjustment to reconcile net loss to net cash
          used in operating activities:
             Depreciation and amortization                              14,086         43,060
             Amortization Of Deferred Compensation                        --           56,271
             Common shares issued for services                       1,819,584        320,475
             Write down of assets                                       42,131           --
             Unrealized Gain/Loss                                      (25,680)    (1,684,587)
      Changes in assets and liabilities:
             Accounts receivable                                      (197,217)        27,473
             Loan to officer                                            40,063        (54,502)
             Related party receivables                                (246,000)      (182,565)
             Other receivables                                          23,866           --
             Other assets                                               16,791           --
             Accounts payable an accrued expenses                      121,058        553,602
             Payroll taxes payable                                     (23,339)         7,987
             Other Liabilities                                         (11,110)       (34,502)
             Change in net assets of discontinued operations              --          173,907
                                                                   -----------    -----------
                       Total adjustments                             1,574,233       (773,381)
                                                                   -----------    -----------


NET CASH USED IN OPERATING ACTIVITIES                               (1,893,679)    (1,126,656)
                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of Cash                                               17,303        200,000
      Acquisition of property and equipment                             (7,105)          --
                                                                   -----------    -----------
Net Cash Provided By Investing Activities                               10,198        200,000

CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                                             203,650        475,000
      Proceeds of notes and loans payable                               63,772        439,000
      Proceeds from stock rights                                     1,699,000          8,000
      Purchase of treasury stock                                        (6,000)          --
                                                                   -----------    -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                          $ 1,960,422    $   922,000
                                                                   -----------    -----------

NET INCREASE (DECREASE) IN CASH                                         76,941         (4,656)
CASH - BEGINNING OF YEAR                                                39,316         20,823

CASH - END OF PERIOD                                               $   116,257    $    16,167
                                                                   ===========    ===========

      Non cash investing and financing activities:
             Issuance of Stock for Notes/Loans - $665,000
             Issuance of Stock for Interest - $181,500


</TABLE>


                 See notes to consolidated financial statements

                                      -5-
<PAGE>



                    UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
                          Notes To Financial Statements
                                   (Unaudited)

1.         BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB and 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, 2001.

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, 2002 and the results of operations and cash flows for
the nine-months ended March 31, 2001 have been included.

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

2.         DIVIDEND

On August 20, 2001 the Company announced a 8% stock dividend to stockholders of
record on the close of business on September 21, 2001. The dividend payment date
was October 16, 2001. The total amount of common shares distributed to
shareholders as a result of the dividend was 9,801,623 shares.


3.         ACQUISITIONS

On November 20, 2001, the Company announced the acquisition of 100% of Virtual
Bellhop, Inc., a specialty logistics services provider.

On December 11, 2001 the Company announced the purchase of the FedFinancial
commercial leasing business, which has been renamed Universal Express Capital.

On March 25, 2002 the Company announced the signing of a letter of intent to
purchase Target Market Corporation, a direct marketing company.


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATION

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



                                      -6-
<PAGE>



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

Universal Express, Inc. (USXP) has evolved into a conglomerate of supportive
companies centered on its private postal system.

Its principal businesses include the Private Postal Network(TM) (PPN),
WorldPost(TM), Virtual Bellhop(R), Luggage Express(TM) and Universal Express
Capital Corp.

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

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

Luggage Express(TM) will enable consumers to have their baggage picked up at
their home by a local PPN member store and delivered to the consumers'
destination.

The Company signed a letter of intent on March 22, 2002, to acquire Target
Market Corporation, a direct marketing company which the Company believes will
be synergistic to its other businesses and contribute to the overall growth of
all of its units.

USXP continues to mature as an accepted participant within the shipping and
postal store industry.

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, sale of territory rights, shipping credits and low international
shipping rates for its PBC member stores. 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 (pbcnetwork.com).

As a result of selling two losing operations which were revenue producing
subsidiaries, the Company has, shown no revenues for this and the previous
quarter. The Company has positioned itself, however, (i) through two recently
announced revenue producing acquisitions that more clearly fit its corporate
image; (ii) the beginning of its new territory sales and envelope distributions
to postal locations program of WorldPost(TM); and (iii) the aggressive
development of its Postal Business Center programs, to exceed past quarterly
revenues while substantially cutting excessive overhead costs. This corporate
transition, as expected, will take a short period to obtain profits, while
enjoying lower overhead and payments from purchasers of previous subsidiaries
that are not recorded as revenue but have resulted in operational monies for the
Company. This, along with removal of debt, finds the Company in better overall
financial shape than last quarter.

The Company's new subsidiary, Universal Express Capital, secured executed lease
orders in the amount of $3,314,000 on application volume exceeding $10,295,345
for its operations from December 31, 2001 to March 31, 2002. These orders
represent confirmed lease commitments on commercial transportation equipment.





                                      -7-
<PAGE>

The month of January through March, 2002 showed further progress of this new
subsidiary. The volume of lease requests being processed exceed $10,295,345. The
management of USXP Capital believe that, upon completion of leasing
requirements, this subsidiary should secure approximately $5,500,000 in lease
orders from April through June, 2002,

The Company retained the rights to sell Manhattan Concierge territories.

The Company's principal divisions:
Private Postal Network
WorldPost(TM)
Virtual Bellhop
Luggage Express
Universal Express Capital Corp.

                                   MARKETPLACE

A different global economy has grown over the past decade. With Internet and
Catalog sales increasing it now requires an inexpensive and responsive final
mile Domestic and International delivery network. USXP's Private Postal Network,
coupled with warehouse and shipping capabilities, has been created by
Universal's family of companies thus creating that final mile network.

The business of Universal has undergone expansion in the last decade. These
changes will support its growing private postal network utilizing the 20,000
potential North American postal retail stores presently grossing over $8 billion
in sales. Strong strategic relationships are currently being established with
companies and manufacturers (page 10), which should empower our 8000 present
members of the Private Postal Network.

Members of this Private Postal Network now provide the public with a possible
complement to the U.S. Post Office for many retail and business postal services.
In addition, these Postal Service Centers offer individuals and business
customers a variety of personal and business services as well as merchandise.


These private postal and business service centers form a highly fragmented
cottage industry. USXP believes that since this industry generates over $8
billion in sales and presently consists of more than 20,000 independent
operators, there is a market opportunity for the development of an association
with the goal of unifying and organizing the independent and franchised postal
stores nationwide. These members are electronically connected to other members
and to the Private Postal Network Headquarters via their website. This website
is scheduled to be introduced to the general public.

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



                                      -8-
<PAGE>



                             PRIVATE POSTAL NETWORK
                                (pbcnetwork.com)

The Private Postal Network is an association formed to create a very much-needed
partnership between previously unconnected shipping and packaging storeowners.
This concept has been accomplished many times before in American industries,
most notably by FTD's maturation of the independent florists across America and
Interflora's unification and development of florists in Europe. The Private
Postal Network provides independent storeowners with a variety of cost effective
services and products to help increase their profitability, while they are able
to maintain their local or franchised identities. The Private Postal Network
mission statement is to provide consumers with a feeling of quality assurance
when they choose to visit a member location and to have the owners of these
locations utilize the various association services offered for them and their
customers to augment their profitability.


                 THE SERVICE DIVISION OF PRIVATE POSTAL NETWORK

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




                                      -9-
<PAGE>





                                  WORLDPOST(TM)
                             (worldpostnetwork.com)

To understand WorldPost's International Delivery Territory opportunity one must
begin with an explanation of Skyworld's history and its past relationship to
Universal Express.

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 services to multinational firms.
The Network currently delivers over 650,000 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 a scheduled pick up and delivery
courier and freight services in the U.S. and in foreign countries throughout the
world. It provides 24 to 72 hour delivery throughout the world.

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.

Universal Express purchased and then after one year later sold SkyWorld to a
Lanchile subsidiary importantly retaining discounted international rates for its
PBC members and customers along with the rights to sell WorldPost territory
business opportunities throughout North America. A WorldPost territory can be
bought for as little as $80,000. The purchaser is trained at Miami SkyNet and at
Universal's PBC and WorldPost offices also located in Florida. The purchaser of
this territory will become part of a lucrative international shipping business
with PBC postal stores to help him begin his new business. He will have
discounted envelopes and rate chart and an override on the other services of
participating postal stores in his territory. The purchaser will have aligned
himself with over 268 international shipping partners and his rates are on the
average of 20-50% below the traditional carriers.


According to industry averages, the Postal stores alone ship approximately
$600,000,000 annually in international packages. Any percentage of that volume,
coupled with over 600 locations to be sold @ $80,000 ($48,000,000) indicates a
potential growth subsidiary.

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





                                      -10-
<PAGE>


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


                                 VIRTUAL BELLHOP
                               virtualbellhop.com

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

With over 75 years of logistical corporate and entrepreneurial experience in
relevant core businesses, Virtual Bellhop has created a powerful logistical
business model driven by multi channel distribution and multi market demand.
Virtual Bellhop has established unique strategic relationships with travel
service providers and distribution partners.

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

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

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

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



                                 LUGGAGE EXPRESS
                             usxpluggageexpress.com


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





                                      -11-
<PAGE>


There is no branded consumer accepted commercial luggage transportation service
anywhere else in America. Universal Private Postal Network provides over 8000
no-cost warehouse locations.

The service includes luggage collection from home, hotel or business and
delivery to consumer's end destination. Immediate benefits to the travelers
include: convenience, help with large and heavy luggage items, avoiding long
baggage check-in lines and minimizing pre-flight waiting time, as well as delays
at retrieval carousels at journey's end.

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

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

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

Luggage Express plans to charge approximately $80 per piece of dropped off
luggage or a minimum of $95 per pick-up. The average couple, traveling for 10-14
days, with 3 pieces of luggage will presently spend $2500-3000 for such a trip.
The addition of $240 is minimal for the added convenience of not having to stand
in line for 2 hours prior to departure and no movement of luggage issues.

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

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

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

Luggage Express' website (usxpluggageexpress.com) is expected to be easy to
remember and will fully explain the services to the public.





                                      -12-
<PAGE>







                         UNIVERSAL EXPRESS CAPITAL CORP.
                                 usxpcapital.com

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

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

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

The present day conventional banking environment provides a huge market
penetration potential. In light of the many financial mergers and acquisitions
in conjunction with a cloudy international banking climate, tighter lending
requirements have provided funding opportunities to non-banking groups, such as
Universal Express Capital Corp. A minimum annual projection of lease
originations of $24,000,000 should provide a strong growth subsidiary for USXP.
Universal Express Capital's management team has a strong production and service
background providing a foundation for revenues well in excess of projections.

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







                                      -13-
<PAGE>






RESULTS OF OPERATIONS - THREE MONTHS AND NINE MONTHS

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

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

The sale of Skynet and Manhattan Concierge, have permitted the Company to shed a
considerable amount of liabilities, in order to concentrate on its core
businesses and to seek synergistic acquisitions, while retaining the benefits of
territory sales for Skynet and Manhattan Concierge.

LIQUIDITY AND CAPITAL RESOURCES - FOR THE NINE MONTHS ENDED MARCH 31, 2002

The net proceeds from new loans and investments in the Company was approximately
$1,902,650. Approximately $1,893,679 was used in its operating activities.

Until the Private Postal Network, WorldPost(TM), Luggage Express and USXP
Capital are fully operational, the Company will continue to rely on equity and
debt raised to fund its operations. Management is continuing efforts to raise
cash by arranging lines of credit, and obtaining additional equity capital. The
Company's future business operations will require additional capital.

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


PART II - OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

The Company was awarded a $389 million dollar damage verdict on July 25, 2001 by
a jury in Dade County, Florida, upon which judgment was entered, against Select
Capital, Ronald G. Williams and Walter Kolker. We believe that the judgment,
which is non-appealable, is substantially collectible.

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




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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:     May 14, 2002


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