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 September 30, 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
incorporation or organization)                  Identification  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 September 30, 2002:

--------------------------------------------------------------------------------
                                   $ 4,148,819
--------------------------------------------------------------------------------

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 September 30, 2002
--------------------------------------------------------------------------------
Class "A"                                   275,321,169
Class "B"                                     1,280,000

<PAGE>


                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                            Page
                                                                          Number



PART I - FINANCIAL INFORMATION


Item 1    Financial Statements

 Balance Sheet - September 30, 2002                                            3

 Consolidated Statement of Operations -
 Three months ended September 30, 2002                                         4

 Consolidated Statement of Cash Flows -
 Three months ended September 30, 2002                                         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                                               16


PART II - OTHER INFORMATION                                                   16


SIGNATURE                                                                     17






                                      -2-
<PAGE>

<TABLE>
<CAPTION>








                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                     ASSETS
CURRENT ASSETS:
<S>                                                                    <C>
  Cash                                                                 $     36,729
  Accounts Receivable                                                        14,040
  Other Receivables                                                           7,700
  Other Current Assets                                                       46,391
                                                                       ------------
      Total Current Assets                                                  104,860
                                                                       ------------
PROPERTY AND EQUIPMENT, net                                                  91,159
                                                                       ------------
OTHER ASSETS:
  Loan to Officer                                                           845,092
  Related Party Receivables                                                 906,000
  Goodwill                                                                  397,107
  Other Assets                                                               15,455
                                                                       ------------
      Total Other Assets                                                  2,163,654
                                                                       ------------
                                       Total Assets                    $  2,359,673
                                                                       ============

                         LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts Payable                                                     $    463,083
  Accrued Expenses                                                          228,927
  Accrued Officers' Salary                                                1,087,400
  Accrued Interest                                                          176,337
  Bank Line of Credit                                                        43,230
  Current Maturities of Long-Term Debt                                       77,491
  Notes Payable                                                              70,000
  Convertible Debentures                                                    100,000
      Total Current Liabilities                                           2,246,468
                                                                       ------------
Long-Term Debt, Net of Current Maturities                                   129,225
                                                                       ------------
                                    Total Liabilities                     2,375,693
                                                                       ============

STOCKHOLDERS' DEFICIENCY:
  Common Stock, $.005 par value; Authorized 350,000,000 Shares
      275,321,169 Shares Issued and Outstanding                           1,376,606
   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                                            34,875,248
   Accumulated Deficit                                                  (34,514,061)
   Accumulated Other Comprehensive Income                                  (119,400)
   Stock Rights                                                           3,452,502
   Common Stock in Treasury, at cost, 60,000 shares                         (18,000)
   Deferred Costs Related to Stock Issued for Services                   (5,075,315)
                                                                       ------------
      Total Stockholders' Deficiency                                        (16,020)
                                                                       ------------
                                                                       $  2,359,673
                                                                       ============


</TABLE>

                      See notes to consolidated financial statements




                                      -3-
<PAGE>
<TABLE>
<CAPTION>


UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THREE MONTHS ENDING SEPTEMBER 30, 2002 AND 2001
                                                         2002             2001
                                                         ----             ----

<S>                                                  <C>              <C>
   Revenue                                           $   1,224,290    $        --
   Cost of Goods Sold                                    1,207,820
                                                     -------------    -------------
                            Gross Profit                    16,470             --
                                                     -------------    -------------
   Selling, General and Administrative                   1,153,077        1,213,708
   Depreciation                                              6,403            4,388
                                                     -------------    -------------
                          Total Operating Expenses       1,159,480        1,218,096

LOSS FROM OPERATIONS                                    (1,143,010)      (1,218,096)

   Other Income (Expense)
   Interest Expense                                          7,958             --
   Interest Income                                         (12,490)            --

Net Income (Loss)                                    $  (1,138,478)   $  (1,218,096)


 LOSS PER COMMON SHARES                              $       (0.00)   $       (0.01)
                                                     -------------    -------------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING             244,436,911      112,165,661
                                                     =============    =============

NET INCOME (LOSS)                                    $  (1,138,478)   $  (1,218,096)

OTHER COMPREHENSIVE INCOME (LOSS)
   Unrealized loss of marketable securities                    --           (18,000)


 COMPREHENSIVE INCOME (LOSS)                         $  (1,138,478)   $  (1,236,096)
                                                     =============    =============
</TABLE>

                 See notes to consolidated financial statements.


                                      -4-
<PAGE>

<TABLE>
<CAPTION>




                     Universal Express Inc, and Subsidiaries
                Consolidated Statements of Cash Flows - Unaudited
               For the Three Months Ended September 2002 and 2001

                                                           2002            2001
                                                           ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>            <C>
         Net Loss                                       $(1,138,478)   $(1,218,096)
         Adjustment to reconcile net loss to net cash
          used in operating activities:
             Depreciation and amortization                    6,403          4,388
             Amortization Of Deferred Compensation          373,189           --
             Common shares issued for services                  --         809,503
             Write-down Officer Loan                         33,719          7,217
      Changes in assets and liabilities:
             Accounts receivable                              3,999           --
             Other receivables                                  --          60,700
             Other assets                                    (1,070)        (5,100)
             Accounts payable an accrued expenses            42,894       (129,765)
                                                        -----------    -----------
                       Total adjustments                    459,134        746,943
                                                        -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                      (679,344)      (471,153)
                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Related Party Receivables                             (14,576)      (105,000)
      Acquisition of property and equipment                  (8,874)        (2,056)
                                                        -----------    -----------
Net Cash Used In Investing Activities                       (23,450)      (107,056)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Sale of common stock                                       --        203,650
      Repayment of Bank Line of Credit                       (6,760)          --
      Repayments of Notes Payable                            (1,000)       (44,521)
      Repayment Long Term Debt                              (15,059)          --
      Proceeds from stock rights                            731,000        840,000
      Purchase of treasury stock                                 --         (6,000)
                                                        -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES               $   708,181    $   993,129
                                                        -----------    -----------
NET INCREASE (DECREASE) IN CASH                               5,387        414,920
CASH - BEGINNING OF YEAR                                     31,342         39,316
                                                        -----------    -----------
CASH - END OF PERIOD                                    $    36,729    $   454,236
                                                        ===========    ===========

Non cash investing and financing activities for three months ended September 30, 2002:
             The company issued 51,434,000 shares of common stock
             valued at $1,044,184 for deferred services
</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, 2002.

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 September 30, 2002 and the results of operations and cash flows
for the three-months ended September 30, 2002 have been included.

The results of operations for the three-months ended September 30, 2002, are not
necessarily indicative of the results to be expected for the full year ended
June 30, 2003.

2.         Acquisitions

On September 4, 2002, the Company announced the acquisition of a majority
interest in Swiss American Financing Corp. (SAF), a stored value credit card
provider. Under the term of the agreement, the Company will, in its discretion,
contribute start up costs and operating expenses in the range of $350,000 to
$1,000,000 to SAF in exchange for 51% of the outstanding shares of SAF.

3.         Subsequent Events

On October 17, 2002, the Company announced a 4% dividend of four warrants
payable to stockholders of record on the close of business November 1, 2002. The
dividend will consist of four warrants as follows: one 'A' Warrant, one 'B'
Warrant, one 'C' Warrant and one 'D' Warrant; a set of four warrants for every
25 shares held on the record day. The 'A' Warrant will entitle the holder to
purchase one restricted share of USXP @ $0.10 per share for a term of twelve
(12) months; the 'B' Warrant will also be for one restricted share @ $0.25 for
twelve (12) months; the 'C' Warrant will be for one restricted share @ $0.50 for
a term of eighteen (18) months; and the 'D' Warrant will also be for one
restricted share @ $1.00 for eighteen (18) months. The warrants' dividend
payment date is December 20, 2002.



                                      -6-
<PAGE>


On October 4, 2002, the Company announced the completion of the conversion of
$2,500,000 of previously invested stock rights for restricted common shares at
$0.32 per share.

On October 24, 2002, the Company announced the signing of a letter of intent to
acquire a majority interest in ALS Financial, an equipment leasing company.

On October 25, 2002, the Company announced the signing of a letter of intent to
purchase United States Coach, a leading manufacturer of commercial
transportation vehicles.



                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) has evolved into a conglomerate of supportive
companies and divisions centered around its private postal system.

The Company's principal subsidiaries and divisions are:
Private Postal Network(TM)
WorldPost(TM)
Virtual Bellhop(TM)
Luggage Express(TM)
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.



                                      -7-
<PAGE>


Virtual Bellhop(r) is a premier door-to-door luggage transportation service.

Universal Express Capital Corp. is a full service asset based
transportation/equipment leasing company.

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

The web site for the company and its businesses is http://www.usxp.com.



                                   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 Express 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 5), 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.

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 Logistics' luggage delivery
services), WorldPost (Universal Express Logistics' international delivery
system) and Universal Express Capital's lease financing. In order to enhance its
distribution systems, on September 23, 2002 the Company announced an exclusive
licensing agreement with ArrivalStar for tracking and notification for its
luggage, international shipping and bus transportation businesses.


                             Private Postal Network
                                (pbcnetwork.com)



                                      -8-
<PAGE>


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
Key Machines and Supplies:                LV Sales
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 Miami, 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
Private Postal Network 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
SkyNet Miami and Universal Express Logistics' offices, PPN and WorldPost offices
also located in Florida. The purchaser of this territory will become part of a
lucrative international shipping business with PPN 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 per location indicates a
potential growth subsidiary.



                                      -10-
<PAGE>



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

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.

On July 3, 2002 Virtual Bellhop formed a marketing partnership with American
Express' Travel & Leisure Elite Traveler to provide its 65,000 members with
exclusive access to the transport door-to-door of baggage, sports equipment,
business materials and related items for airline travelers.



                                      -11-
<PAGE>


On July 31, 2002 Virtual Bellhop partnered with Fairmont Hotels to provide
access to Virtual Bellhop's discounted platinum luggage delivery service for
U.S. residents travelling to one of 11 select Fairmont properties within the
Continental United States or Hawaii.

On August 15, 2002, Virtual Bellhop signed a partnership agreement with Andrew
Harper's Q Club, an organization which offers hotel reservations and other top
level travel concierge related services to an exclusive group of executive
travelers.

On October 3, 2002, Virtual Bellhop announced that its services are available to
all of Sabre Connected travel agencies.

Also on October 3, 2002, Virtual Bellhop announced a marketing partnership with
Luxury Domain, an upscale concierge worldwide service.




                               Luggage Express(TM)
                             usxpluggageexpress.com


Luggage Express has identified a significant niche in the travel industry - the
transportation of passenger's luggage to and from home, hotel, office and,
exclusively, postal store members. 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. Luggage
Express is a division of Universal Express Logistics, Inc.

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 or related
service providers 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 the soon to be introduced
protective plastic wrap-around on each item.



                                      -12-
<PAGE>


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 to $95 per piece of dropped
off or picked up luggage. 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 as an affiliate
program, 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 Logistics 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 (www.usxpluggageexpress.com) is expected to be easy to
remember and will fully explain the services to the public. By November 2002, an
automatic quote upgrade will allow members to book 100% on-line. Luggage
Express, which was featured in the May 31, 2002 edition of USA Today in an
article on luggage transportation and lately in the Sun Sentinel article in
September 2002, announced on July 8, 2002 that its innovative new website,
www.usxpluggageexpress.com, provides on-line quote requests and handling
information for luggage-free travel, along with providing, information on a
traveler's destination.

On August 8, 2002, Luggage Express announced its Luggage Express Travelers Club
(LE Club) program providing annual club memberships entitling members to
register their luggage for up-to-20 one-way deliveries in the U.S., for a
special discounted rate. Also, on September 4, 2002 Luggage Express announced
that its services would be featured on all video equipped United Airlines
flights for September, 2002 with 2.8 million to 3 million traveler exposures.

On September 4, 2002, Luggage Express announced that it would be featured on all
video equipped United Airlines flights for September 2002, reaching three
million travelers.




                                      -13-
<PAGE>



On October 8, 2002, Luggage Express was featured as an international baggage
courier in an article appearing in the International Herald Tribune.


                         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 various non-recourse lending relationships with
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.

On September 23, 2002, USXP announced an on-line vehicle finance partnership
program with PeopleFirst.com, the largest on-line provider for lending on
automobiles and motorcycles.

On September 4, 2002, the Company announced the acquisition of a majority
interest in Swiss American Financing Corp., a store value credit card provider.



                                      -14-
<PAGE>

On October 24, 2002, the Company announced the signing of a letter of intent to
acquire a majority interest in ALS Financial, an equipment leasing company.


                     Universal Express Transportation, Inc.

Universal Express Transportation Inc is our newest business designed to develop
and market the exclusive rights to the patented Neoplan Intermodal Coach, a new
"over the road" bus vehicle designed to carry both passengers and express
freight. Also, Universal Express has established strategic alliance
relationships with nationally recognized quality coach fabricators and
manufacturers with the specific purpose of retrofitting existing bus fleets to
add freight to the carrying capability for buses to achieve, among other things,
a less expensive form of movement of luggage packages and mail. Universal
Express Capital will play an important role in the financing of these programs.


                     Universal Express - ATM Master Card(r)

Universal Express further exhibits its product diversification by providing the
USXP ATM stored value (MasterCard), called the "USXP Cash Express(TM)" card, to
consumers nationwide through its subsidiary, Swiss American Financing Corp. With
a growing percentage of population needing a simple and inexpensive alternative
to traditional bank accounts combined with the continuing technological
advancements of a "cash-less" society, Universal Express now provides consumers
with the banking services they want without the banking hassles. Distributing
this product through the Private Postal Network exposes the Universal ATM stored
value (MasterCard) to the wide range of consumers patronizing the 15,000 postal
stores nationwide while enhancing store owners revenue via sales, funds loading
charges, and recurring usage fee structures associated with the cards. A myriad
of credit, finance, and marketing applications will be offered to USXP
cardholders.


Results of Operations - Three 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.



                                      -15-
<PAGE>


Liquidity and Capital Resources - for the Three Months Ended September 30, 2002

The net proceeds from investments in the Company was approximately $731,000.
Approximately $702,794 was used in its operating activities.

Until the PBC Network and WorldPost(TM) 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.


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 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. 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.


                                      -16-
<PAGE>


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:     November 13, 2002





                                      -17-
<PAGE>

I, Richard Altomare, certify that:

           1. I have reviewed this quarterly report on Form 10-QSB of Universal
Express, Inc.:

           2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

           3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

           4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

           a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

           b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

           c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

           5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

           a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

           b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

           6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





                                                /s/ Richard A. Altomare
                                                -----------------------
                                                Richard A. Altomare, Chief
                                                Executive Officer and Chief
                                                Financial Officer


Dated:     November 13, 2002



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