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, 2005
                         Commission File Number 0-18094

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

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

1230 Avenue of the Americas, Suite 771,
Rockefeller Center, New York,                                 10020
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

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

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

                                  Common Stock
                                  ------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              YES |X|       NO |_|

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2005:

--------------------------------------------------------------------------------
                                   $8,868,443
--------------------------------------------------------------------------------

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, 2005
--------------------------------------------------------------------------------
Class "A"                                   1,526,116,223
Class "B"                                     1,280,000
<PAGE>

                             UNIVERSAL EXPRESS, INC.

                                      INDEX

                                                                          Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

   Balance Sheet - March 31, 2005                                             3

   Consolidated Statement of Operations -
   Nine months ended March 31, 2005                                           4

   Consolidated Statement of Cash Flows -
   Nine months ended March 31, 2005                                           5

   Notes to Consolidated Financial Statements                                 6

Item 2. Management's Discussion and Analysis                                  7
        of Financial Condition and Plan of
        Operations

Item 3. Controls and Procedures                                              14

PART II - OTHER INFORMATION                                                  14

SIGNATURES                                                                   15


                                       2
<PAGE>

                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   MARCH 2005

                                     ASSETS
CURRENT ASSETS:
  Cash and Equivalents                                             $     10,603
  Accounts Receivable, net of reserve of                                 77,087
  Other Current Assets                                                  188,800
                                                                   ------------
      Total Current Assets                                              276,490
                                                                   ------------
PROPERTY AND EQUIPMENT
   Computers and Equipment                                              254,092
      Less Accumulated Depreciation                                    (117,628)
                                                                   ------------
          Net Propert and Equipment                                     136,464
                                                                   ------------
OTHER ASSETS:
  Loan to Officer                                                       761,396
  Related Party Receivables                                             909,600
  Notes Receivable                                                      841,513
  Goodwill                                                              397,107
  Other Assets                                                           14,805
                                                                   ------------
      Total Other Assets                                              2,924,421
                                                                   ------------

                                                                   ------------
                             TOTAL ASSETS                          $  3,337,375
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts Payable                                                 $    656,560
  Accrued Expenses
      Trade                                                             187,455
      Officers' Salary                                                  991,065
      Interest                                                          250,833
  Bank Line of Credit                                                    19,610
  Current Portion of Long-Term Debt                                      14,995
  Notes Payable                                                          58,400
  Convertible Debenture                                                 100,000
                                                                   ------------
      Total Current Liabilities                                       2,278,918
                                                                   ------------
LONG-TERM DEBT
  Long-Term Debt, Net of Current Portion                                119,648
                                                                   ------------
      Total Long-Term Debt                                              119,648
                                                                   ------------
                             TOTAL LIABILITIES                        2,398,566
                                                                   ------------
STOCKHOLDERS' EQUITY
  Common Stock, $.005 par value; Authorized 1,700,000,000 Shares
    1,526,116,223 Shares Issued,1,526,076,223 Shares Outstanding      7,630,581
  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                                         57,335,059
  Stock Rights                                                       10,135,962
  Treasury Stock, at cost, 40,000 shares                                (14,350)
  Deferred Compenstation                                            (14,720,893)
  Shares Issued for Collateral                                       (4,067,899)
  Accumulated  Comprehensive Income (Loss)                             (119,700)
  Accumulated Deficit                                               (55,245,951)
                                                                   ------------
      Total Stockholders' Equity                                        939,209
                                                                   ------------

                                                                   ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $  3,337,775
                                                                   ============

                 See notes to consolidated financial statements


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED               NINE MONTHS ENDED
                                                         2005             2004            2005            2004
<S>                                                 <C>               <C>             <C>             <C>
Revenues                                                   136,647       1,222,208         716,434    $  2,526,404
Cost of Goods Sold                                          90,568       1,060,550         661,878       2,266,404
                                                    --------------------------------------------------------------
                GROSS PROFIT                                46,079         161,658          54,556         260,000
                                                    --------------------------------------------------------------
OPERATING EXPENSES
    Selling, General and Administrative                  1,129,148       1,287,089       2,948,642       3,729,338
    Amortization of Deferred Compensation                1,422,802         922,353       3,217,635       2,558,347
    Stock Based Compensation                               103,800          39,500         199,563          96,660
    Depreciation                                             9,192         173,459          25,355         188,980
                                                    --------------------------------------------------------------
                TOTAL OPERATING EXPENSES                 2,664,942       2,422,401       6,391,195       6,573,325
                                                    --------------------------------------------------------------
OPERATING LOSS                                          (2,618,863)     (2,260,743)     (6,336,639)     (6,313,325)

OTHER INCOME (EXPENSE)
    Loss  Recoupment from Discontinued Operations               --              --          63,678              --
    Income from Discontinued Operations                         --         242,348              --         296,631
    Loss on Discontinued Operations                             --         (38,264)             --         (38,264)
    Interest Income                                         11,252          54,009          34,131          77,902
    Interest Expense                                        (7,469)         (9,777)        (46,921)        (25,552)
                                                    --------------------------------------------------------------
                Total  Other Income (Expense)                3,783         248,316          50,888         310,717
                                                    --------------------------------------------------------------
LOSS BEFORE TAXES                                   $   (2,615,080)   $ (2,012,427)   $ (6,285,751)   $ (6,002,608)

    Taxes                                           $           --    $     (2,871)   $         --    $    (72,434)

                                                    --------------------------------------------------------------
NET INCOME (LOSS)                                   $   (2,615,080)   $ (2,015,298)   $ (6,285,751)   $ (6,075,042)

BASIC NET LOSS PER COMMON SHARES                    $        (0.00)   $      (0.00)   $      (0.01)   $      (0.01)
                                                    ==============================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           1,191,382,909     635,366,794     814,372,487     629,106,352
                                                    ==============================================================
</TABLE>

                 See notes to consolidated financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                               2005               2004
                                                                               ----               ----
<S>                                                                      <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                                            $    (6,285,752)   $    (4,817,741)
     Cash Used by Discontinued Operations                                $            --    $       937,370
                                                                         ----------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                    $    (6,285,752)   $    (3,880,371)

     Adjustments to reconcile net loss to net cash used by operating
       activities:
          Depreciation and amortization                                           25,355                 --
          Common shares issued for services                                      199,563                 --
          Amortization Of Deferred Compensation                                3,217,635                 --
     Changes in operating assets and liabilities:
          (Increase) decrease in accounts receivable                             (32,468)                --
          (Increase) decrease in other current assets                            (45,000)                --
          (Increase) decrease in other receivables                                 7,700                 --
          (Increase) decrease in notes receivables                              (331,523)                --
          (Increase) decrease in loan to officer                                  24,199                 --
          (Increase) decrease in other assets                                     (3,250)                --
          Increase (decrease) in accounts payable and accrued expenses          (126,155)                --
          Increase (decrease) in accrued officers salary                          12,750                 --
          Increase (decrease) in accrued interest                                 12,199                 --
                                                                         ----------------------------------
     Net cash provided (used) by operating activities                         (3,324,747)        (3,880,371)
                                                                         ----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of property and equipment                                       (60,139)           (35,469)
     Proceeds from sale of business                                                   --             50,000
     Acquisition of Goodwill                                                          --           (741,376)
     Acquisition of Cash                                                              --             66,550
     Related Party Receivables                                                    (3,600)                --
                                                                         ----------------------------------
Net Cash provided (used) by investing activities                                 (63,739)          (660,295)
                                                                         ----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock for cash                                           575,000            999,600
     Issuance of stock rights for cash                                         2,758,000          4,108,000
     Long term debt payments                                                     (22,431)          (817,965)
     Notes payable payments                                                       (6,000)            (5,600)
     Bank line of credit payments                                                 (5,518)            (7,727)
     Proceeds from Note Payable                                                       --            400,000
                                                                         ----------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      3,299,051          4,676,308
                                                                         ----------------------------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                  (89,435)           135,642
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                                        100,038            242,037
                                                                         ----------------------------------
CASH AND EQUIVALENTS, END OF PERIOD                                               10,603            377,679
                                                                         ==================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid in cash                                                            --                 --
NON-CASH FINANCING ACTIVITIES:
     Issuance of common stock for deferred compensation                        8,418,559          7,265,165
     Issuance of common stock for loan Repayment                                 400,000                 --
     Issuance of common stock for Stock Rights                                    50,000                 --
</TABLE>

                 See notes to consolidated financial statements


                                       5
<PAGE>

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

1.    BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles for
      interim financial statements and with the instructions to Form 10-QSB and
      Item 310 of Regulation S-B. Accordingly, they do not include all of the
      information and disclosures required for annual financial statements.
      These financial statements should be read in conjunction with the
      consolidated financial statements and related footnotes included in the
      Company's annual report on Form 10-KSB for the year ended June 30, 2004.

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

      The results of operations for the six months ended December 31, 2004, are
      not necessarily indicative of the results to be expected for the full year
      ended June 30, 2005.

2.    SEGMENT INFORMATION

      Nine months ended March 31, 2005:

                                  Transportation/
                 Logistics &         Equipment
                International         Leasing         Parent
                   Shipping          Brokerage        (Other)      Consolidated
                -------------     ---------------     -------      ------------
Revenue            $363,477           $352,957        $  --           $716,434
Operating
Income/(Loss)      (570,609)          (367,728)     (5,347,414)     (6,285,751)

Nine months ended March 31, 2004:

                                  Transportation/
                 Logistics &         Equipment
                International         Leasing         Parent
                   Shipping          Brokerage        (Other)      Consolidated
                -------------     ---------------     -------      ------------
Revenue            $204,739         $2,321,665        $  --         $2,526,404
Operating Loss     (438,747)          (314,128)     (5,560,450)     (6,313,325)

      Assets of the segment groups are not relevant for management of the
      businesses nor for disclosure.


                                       6
<PAGE>

3.    CAPITAL STOCK

      During- the quarter ended March 31, 2005 the Company issued 512,413,333
      shares of common stock. Of such shares issued, 424,980,000 shares were
      issued for deferred services 2,000,000 shares for advisory services,
      38,333,333 shares were sold, 33,000,000 shares for loan repayment and
      14,100,000 shares for services.

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

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

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

The Company's principal subsidiaries and divisions are:
UniversalPost Private Postal Network
UniversalPost International Courier Service
Virtual Bellhop(TM)
Luggage Express(TM)
Universal Express Capital Corp.
Universal Cash Express
Universal Express Properties

                                   MARKETPLACE

A challenging global economy has grown over the past decade. Internet, catalog
and retail sales continue to mandate an inexpensive and responsive final mile
Domestic and International delivery network. That innovative and outsourced
final mile network continues to be addressed by Universal Express, Inc.

Universal Express has continued major expansion in the last decade. Strong
strategic relationships are currently being established with companies and
manufacturers, thus strengthening the UniversalPost private postal network.

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


                                       7
<PAGE>

Our private postal and business service centers form a highly fragmented cottage
industry. Universal Express 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.

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

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

In just the past few years, USXP has identified more than 8,000 private postal
centers in a network called UniversalPost that produces growing revenue streams
for both its members and USXP. USXP offers its UniversalPost Network members
discounted services from some of the country's largest vendors, as well as
innovative new luggage services that resonate in the world's present
security-conscious travel climate.

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

UniversalPost(TM) Network, the name for USXP's private postal network, taps the
purchasing power of over 20,000 privately owned and operated postal stores to
create the nation's first truly organized and funded private postal system.

USXP's Web-based CRM software system empowers swift delivery of business
products and services to the network: commercial mail receiving; office products
and supplies; packaging and shipping; copying, imaging, photo finishing and
digital services; home office boutique items; and even concierge services.

Universal Express Logistics, Inc. joins the company's visionary Luggage
Express(TM) service offered through the UniversalPost Network and its
Internet-based Virtual Bellhop(R) luggage pickup and delivery service to free
travelers from the stress of dealing with their luggage as they travel across
the country and around the world. USXP charges an average of $70 per piece to
deliver dropped-off luggage to a traveler's final destination. The target
customer is the upscale traveler planning extended stays at destination resorts,
but the service is equally appealing to any traveler who prefers not to pay
extra airline fees or struggle with heavy and awkward baggage at either end of
their trip. When you consider that by 2005 domestic airline luggage is expected
to exceed 3 billion pieces annually, USXP's revenue potential is substantial as
acceptance of luggage transportation services reaches critical mass with further
branding and advertising.


                                       8
<PAGE>

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

USXP Platinum(TM) Card is its answer to the millions of people who regularly
send money overseas to their families. The USXP prepaid, FDIC insured ATM card
provides an instant, secure method of money transfer across international
borders. USXP Platinum Card also targets the 30% of the U.S. population with no
checking accounts or credit and, with over 9,000 retail locations--a
distribution plan that is creatively affordable.

                 UNIVERSALPOST(TM) - THE PRIVATE POSTAL NETWORK

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

Individual Services and Products

o     Flowers/Gift Baskets
o     Corrugated & Packaging
o     Customized Rubber Stamps
o     Equipment Leasing
o     Moving Supplies
o     Car Rental
o     Customized Corrugated
o     Business and Office Supplies
o     Parcel Insurance
o     Credit Card Processing
o     Check Processing
o     Prepaid Debit Card Load Stations
o     Visa - MasterCard
o     Discounted Supplies
o     Joint Promotions
o     Video Tape to DVD Conversion
o     Fingerprinting
o     International Cell Phone Rental
o     Credit Union
o     Message On Hold
o     Consolidated Shipping rates
o     1-800-Tow Truck
o     Bill Payments
o     Discounted Prescriptions Program
o     Gift Cards
o     Passport & Visa Expediting
o     Retail Products
o     Sign Making


                                       9
<PAGE>

On January 25, 2005, the Company announced a strategic alliance with Express ATM
Northeast, to provide Cardtronics ATMs to member stores.

On March 3, 2005, the Company announced that it has been named a shipping
consolidator for multiple carriers, to receive discounted rates for its various
businesses.

On March 16, 2005, the Company announced a partnership with HomeMovie.com to
utilize member postal stores as drop off locations for video to DVD conversions.

On March 21, 2005, the Company announced a partnership with Fast Pack.com for
shipping and packaging supplies.

On April 12, 2005, the Company announced a partnership with Instant Passport for
the expediting of passports, visas and birth certificates.

                UNIVERSALPOST(TM) - INTERNATIONAL COURIER SERVICE

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

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

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


                                       10
<PAGE>

Now UniversalPost Network members can offer an in-house solution for
international deliveries at a higher profit margin for themselves and increase
the value of international delivery service to their customers rather than the
more expensive traditional carriers. The UniversalPost Networks' use of the
UniversalPost envelope for their international shipping method instead of
outsourced options strengthens the local postal stores' position as an
international delivery solution.

On January 27, 2005, the Company announced the introduction of the Universal
Express Courier Association.

                     LUGGAGE EXPRESS(TM) AND VIRTUAL BELLHOP

Luggage Express and its premier service, the Virtual Bellhop, facilitate and
manage the movement of baggage door-to-door for leisure and business travelers.

With many years of logistical corporate and entrepreneurial experience in
relevant core businesses, Universal Express has created a powerful logistical
business model driven by multi-channel distribution and multi-market demand. We
have established relationships with travel service providers and distribution
partners.

There are significant market opportunities not limited to the abundance of
checked bags presently being moved each year. Making travel easier and more
enjoyable through luggage free travel is the goal of our two companies.

Whether it be through partners like hotels, airlines, cruise lines, credit card
companies, airline or travel agencies, or simply our neighborhood postal store,
we continue to introduce Americans to luggage-free travel.

With over 1.5 billion suitcases presently being checked by domestic passengers,
our companies offer significant benefits to the airlines. Customer satisfaction,
easier check-in, a secure alternative to curb-side check-in, less congestion in
the departure hall and minimizing departure delays, defines our service. The FAA
expects the number of airline passengers to double by 2005, making domestic
luggage to exceed 3 billion suitcases. Luggage Express and Virtual Bellhop are
indeed poised for luggage-free travel.

On January 27, 2005, the Company announced a joint venture with the Cash Express
division to offer a Luggage Express Gift Card.

On January 28, 2005, the Company announced Madison & Mulholland, one of the
leading VIP gift bag companies would add to its newest A-list products A Luggage
Express gift card promotion.

On March 14, 2005, the Company announced that Luggage Express signed a contract
to sponsor San Francisco Giants broadcasts.


                                       11
<PAGE>

                         UNIVERSAL EXPRESS CAPITAL CORP.

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

                             UNIVERSAL CASH EXPRESS

Universal Cash Express further exhibits its product diversification by providing
the USXP Platinum(TM) stored value card to consumers nationwide. With a growing
percentage of the population needing a simple and inexpensive alternative to
traditional bank accounts combined with the continuing technological
advancements of a "cash-less" society, Universal Cash Express now provides
consumers with the banking services they want without the banking hassles.
Universal Cash Express has launched its newest product line, Branded Gift Card
Programs, such as the FTD Gift Card and the Luggage Express Rewards Program.

Distributing this product through the UniversalPost(TM) Network exposes the USXP
Platinum stored value card to the wide range of consumers patronizing the 20,000
postal stores nationwide while enhancing store owners revenue via sales, fund
loading, payroll and recurring usage fee structures associated with the card. A
myriad of credit, finance, and marketing applications will be offered to USXP
Platinum cardholders.

On January 13, 2005, the Company announced an agreement with DataWave Services
(Canada), a leading point-of-sale activation provider the Company's gift cards
to 4,000 Canadian retail locations.

On January 25, 2005, the Company announced the launching of a Universal RX
Prescription Discount Card good at over 35,000 chain pharmacies.

On March 9, 2005, the Company announced a partnership with kiosk software
developer Cyphermint for deployment of its PayCash OneStop(R) financial kiosk
terminals to UniversalPost's postal stores.

On March 25, 2005, the Company announced a partnership with Trycera Financial
for development and delivery of an Association-branded UCE stored value debit
card program.

On April 7, 2005, announced the introduction of a touch screen terminal for
various pre-paid industry products for the members of the UniversalPost Network.

On April 14, 2005, the Company announced a strategic alliance with Total
Identity Corp. to create a worldwide network of eBay drop-off centers.


                                       12
<PAGE>

                          UNIVERSAL EXPRESS PROPERTIES

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

On April 1, 2005, the Company announced that its real estate division, USXP
Realty Trust, executed a property management revenue sharing agreement for
commercial properties with Haig Management.

RESULTS OF OPERATIONS - NINE MONTHS ENDED MARCH 31, 2005.

                                                            Nine Months Ended
                                                            -----------------
                                                           2005            2004
                                                           ----            ----
Revenues
Logistics & International shipping -                    363,477         204,739
Transportation / Equipment -
Leasing                                                 352,957       2,321,665
Other -

Cost Of Goods Sold                                      661,878       2,266,404
Selling, General and Administration                   6,365,840       6,384,345
Depreciation & Amortization                              25,355         188,980

During the nine months ended March 31, 2005 operating revenues decreased to
$716,434 from $2,526,404. This decrease is due mainly to a reduction in leasing
arrangements in our Capital leasing division.

Cost of revenues were $661,878 and $2,266,404 respectively.

LIQUIDITY AND CAPITAL RESOURCES - FOR THE NINE MONTHS ENDED MARCH 31, 2005.

The net proceeds from investments in the Company was approximately $3,333,000.
Approximately $3,324,747 was used in its operating activities.


                                       13
<PAGE>

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

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

CONTROLS AND PROCEDURES

      Richard Altomare, our Chief Executive Officer and Chief Financial Officer,
performed an evaluation of the Company's disclosure controls and procedures
within 90 days prior to the filing date of this report. Based on his evaluation,
he concluded that the controls and procedures in place are sufficient to assure
that material information concerning the Company which could affect the
disclosures in the Company's quarterly and annual reports is made known to him
by the other officers and employees of the Company, and that the communications
occur with promptness sufficient to assure the inclusion of the information in
the then-current report.

      There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date on which Mr. Altomare performed his evaluation.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company filed a lawsuit in New York against North American Airlines and its
principal for $168,000,000, plus punitive damages.

The Company was awarded a $389 million dollar damage verdict by a jury in Dade
County, Florida, upon which judgment was entered, against Select Capital, Ronald
G. Williams and Walter Kolker. On April 21, 2003, the Company was awarded an
additional $137,000,000 judgment upon a verdict after trial by a different jury
in Dade County, Florida, against two other parties to this matter, Sheldon
Taiger and South Beach Financial. We believe that the judgments, which are
non-appealable, are substantially collectable.

On March 2, 2004, the Company brought an action against the SEC in federal court
in Florida on damages from the "naked shorting" of its shares and other matters.
Thereafter, on March 23, 2004 the SEC brought an action in federal court in New
York against certain officers of the Company. Both suits are pending.

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


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<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: May 9, 2005


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