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 December 31, 2003
                         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 December 31, 2003:

--------------------------------------------------------------------------------
                                   $39,374,851
--------------------------------------------------------------------------------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

--------------------------------------------------------------------------------
   Common Stock                                Outstanding at December 31, 2003
--------------------------------------------------------------------------------
Class "A"                                                     650,181,232
Class "B"                                                       1,280,000





                                      -1-
<PAGE>




                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                      Page
                                                                      NUMBER



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

 Balance Sheet - December 31, 2003                                     3

 Consolidated Statement of Operations -
 Three and six months ended December 31, 2003                          4

 Consolidated Statement of Cash Flows -
 Three months ended December 31, 2003                                  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                                       17


PART II - OTHER INFORMATION                                           17


SIGNATURES                                                            18













                                      -2-
<PAGE>

                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  DECEMBER 2003

<TABLE>
<CAPTION>

                                 ASSETS
CURRENT ASSETS:
<S>                                                              <C>
  Cash                                                           $  1,720,051
  Accounts Receivable                                               1,287,011
  Net Investment in Financing Direct Leases                           896,442
  Other Receivables                                                    85,067
  Other Current Assets                                                730,878
                                                                 ------------
                           Total Current Assets                     4,719,448
                                                                 ------------

PROPERTY AND EQUIPMENT, net                                           152,530
                                                                 ------------
OTHER ASSETS:
  Loan to Officer                                                     802,153
  Related Party Receivables                                           906,000
  Goodwill                                                          8,273,320
Net Investment in Direct Financing Leases                             794,663
  Net Investment in Operating Leases                                  746,300
  Other Assets                                                         15,155
                                                                 ------------
      Total Other Assets                                           11,537,591
                                                                 ------------

                           Total Assets                          $ 16,409,570
                                                                 ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts Payable                                               $  1,455,000
  Accrued Expenses                                                    297,306
  Accrued Officers' Salary                                          1,186,969
  Accrued Interest                                                    214,405
  Bank Line of Credit                                                 150,247
  Current Maturities of Long-Term Debt                              3,325,728
  Notes Payable                                                        65,900
  Convertible Debentures                                              100,000
                                                                 ------------
      Total Current Liabilities                                     6,795,555
                                                                 ------------

Long-Term Debt, Net of Current Maturities                           7,241,576
                                                                 ------------
                           Total Liabilities                       14,037,131
                                                                 ------------

STOCKHOLDERS' EQUITY:
  Common Stock, $.005 par value; Authorized 750,000,000 Shares
      650,181,232 Shares Issued,650,141,232 Shares Outstanding      3,250,906
   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                                      49,370,665
   Accumulated Deficit                                            (43,958,651)
   Accumulated Other Comprehensive Income                            (119,700)
   Stock Rights                                                     6,602,962
   Common Stock in Treasury, at cost, 40,000 shares                   (14,350)
   Deferred Costs Related to Stock Issued for Services             (8,845,793)
   Stock Issued For Collateral                                     (3,920,000)
                                                                 ------------
      Total Stockholders' Equity                                    2,372,439
                                                                 ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                         $ 16,409,570
                                                                 ============

</TABLE>
             See notes to consolidated financial statements



                                      -3-
<PAGE>


                    UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
           FOR THREE AND SIX MONTHS ENDING DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                             SIX MONTHS ENDED
                                                   2003                       2002               2003                     2002
                                             ----------------------------------------     ----------------------------------------
<S>                                            <C>                         <C>               <C>                       <C>
   Revenue                                     $14,879,581                 $ 497,596         $15,062,630               $1,721,886
   Cost of Goods Sold                           14,640,078                   495,003          14,802,564                1,702,823
                                             ----------------------------------------     ----------------------------------------
            Gross Profit                           239,503                     2,593             260,066                   19,063
                                             ----------------------------------------     ----------------------------------------

   Selling, General and Administrative           2,220,273                 2,115,484           4,241,910                3,268,561
   Depreciation                                      8,034                     6,528              15,521                   12,931
                                             ----------------------------------------     ----------------------------------------
            Total Operating Expenses             2,228,307                 2,122,012           4,257,431                3,281,492
                                             ----------------------------------------     ----------------------------------------

LOSS FROM OPERATIONS                            (1,988,804)               (2,119,419)         (3,997,365)              (3,262,429)

   Other Income (Expense)
   Interest Expense                                 (7,892)                   (7,737)            (16,709)                 (15,695)
   Interest Income                                  11,854                    12,360              23,893                   24,850

Income Before Taxes                             (1,984,842)               (2,114,796)         (3,990,182)              (3,253,274)

   Taxes                                           (69,562)                        -             (69,562)                       -

                                             ----------------------------------------     ----------------------------------------
Net Income (Loss)                             $ (2,054,404)             $ (2,114,796)       $ (4,059,744)            $ (3,253,274)


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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING     573,527,478               314,238,819         614,123,950              279,316,938
                                             ========================================     ========================================

NET INCOME (LOSS)                             $ (2,054,404)             $ (2,114,796)       $ (4,059,744)            $ (3,253,274)

OTHER COMPREHENSIVE INCOME (LOSS)
   Unrealized loss of marketable securities              -                         -                   -                        -
                                             ----------------------------------------     ----------------------------------------
 COMPREHENSIVE INCOME (LOSS)                  $ (2,054,404)             $ (2,114,796)       $ (4,059,744)            $ (3,253,274)
                                             ========================================     ========================================
</TABLE>


                 See notes to consolidated financial statements.


                                      -4-
<PAGE>


                     Universal Express Inc, and Subsidiaries
                Consolidated Statements of Cash Flows - Unaudited
                 For the Six Months Ended December 2003 and 2002

<TABLE>
<CAPTION>
                                                       2003            2002
                                                   -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>            <C>
  Net Loss                                         $(4,059,744)   $(3,253,274)
  Adjustment to reconcile net loss to net cash
  used in operating activities:
           Depreciation and amortization                15,521         12,931
           Amortization Of Deferred Compensation     1,635,994      1,764,718
           Common shares issued for services            57,161         30,883
           Write-down Officer Loan                      16,907         42,487
  Changes in assets and liabilities:
           Accounts receivable                         518,572          5,094
           Other receivables                            (2,242)          --
           Other assets                               (688,046)        (1,070)
           Accounts payable and accrued expenses       173,506        241,584
                                                   ---------------------------
                     Total adjustments               1,727,373      2,096,627
                                                   ---------------------------

NET CASH USED IN OPERATING ACTIVITIES               (2,332,371)    (1,156,647)
                                                   ---------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Related Party Receivables                               --          (14,576)
  Acquisition of Goodwill                             (680,000)
  Acquisition of cash                                   66,550
  Acquisition of property and equipment                (35,469)       (10,654)
                                                   ---------------------------
Net Cash Used In Investing Activities                 (648,919)       (25,230)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of Bank Line of Credit                      (5,352)        (7,335)
  Repayments of Notes Payable                           (4,100)        (1,000)
  Repayment Long Term Debt                                --          (22,226)
  Proceeds from stock rights                         3,608,000      1,231,960
  Proceeds from sale of stocks                         999,600
  Repayment of Long term debt                         (138,844)
                                                   ---------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES          $ 4,459,304    $ 1,201,399
                                                   ---------------------------
NET INCREASE (DECREASE) IN CASH                      1,478,014         19,522
CASH - BEGINNING OF YEAR                               242,037         31,342
                                                   ---------------------------
CASH - END OF PERIOD                               $ 1,720,051    $    50,864
                                                   ===========================


Non cash investing and financing activities for six months ended December 31, 2003:
            The company issued 81,454,000 shares of common stock
            valued at $5,502,088 for deferred services.
            Shares issued for Collateral 40,000,000 valued at $3,920,000

            The company issued long term debt totaling approximately $7,980,000
            in the acquisition of Subcontracting Concepts, Inc. and Bags to Go.

            The company assumed debt of approximately $2,237,000 in the
            acquistion of the lease portfolio.

</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, 2003.

     In the opinion of the Company's management, all adjustments (consisting of
     normal recurring accruals) necessary to present fairly the Company's
     financial position as of December 31, 2003 and the results of operations
     and cash flows for the six months ended December 31, 2003 have been
     included.

     The results of operations for the six months ended December 31, 2003, are
     not necessarily indicative of the results to be expected for the full year
     ended June 30, 2004.

2.       SEGMENT INFORMATION

     Six months ended December 31, 2003:

<TABLE>
<CAPTION>

                                 TRANSPORTATION/
                LOGISTICS &        EQUIPMENT
                INTERNATIONAL       LEASING      SUBCONTRACTING   PARENTS
                  SHIPPING         BROKERAGE       SERVICES        OTHER        CONSOLIDATED
                ------------    -------------    -----------     ----------     ------------

<S>             <C>             <C>             <C>            <C>             <C>
Revenue         $    139,012    $  1,165,184    $ 13,758,434   $          0    $ 15,062,630
Operating
Income/(Loss)   $   (486,214)   $   (196,359)   $     54,282   $ (3,431,453)   $ (4,059,744)
</TABLE>


Six months ended December 31, 2002:

                                    TRANSPORTATION/
                      LOGISTICS &     EQUIPMENT
                     INTERNATIONAL     LEASING       PARENT
                       SHIPPING        BROKERAGE     (OTHER)       CONSOLIDATED
                       --------        ---------     -------       ------------

Revenue             $    32,873     $ 1,689,013     $         0     $ 1,721,886
Operating
Loss                $  (105,037)    $  (109,021)    $(3,039,216)    $(3,253,274)


      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 December 31, 2003 the Company issued 158,933,000
      shares of common stock. Of such shares issued 20,400,000 shares were sold,
      81,454,000 shares were issued for deferred services, 1,079,000 for
      advisory services, 16,000,000 shares for stock rights and 40,000,000 for
      collateral. Also during the quarter ended December 31, 2003 the Company
      received $3,608,000 for stock rights.

4.       ACQUISITIONS

      Sub-Contracting Concepts, Inc., a contract-management-services company.

      Acquisitions of Subcontracting Concepts, Inc. and Affiliates

      On or about January 15, 2004, pursuant to a Stock Purchase Agreement dated
      December 1, 2003, the company completed the purchase of all of the stock
      of Subcontracting Concepts, Inc and Affiliates from the individual
      shareholders of those entities. In consideration for all of the stock of
      the companies, Universal paid to the selling stockholders an aggregate of
      $1,000,000 in cash and securities. Universal is also obligated to make
      additional payments to the selling stockholders as more fully set forth
      below.

      Universal paid the selling shareholders an aggregate of $500,000 in cash
      on the execution of the Stock Purchase Agreement, and the balance of the
      $1,000,000 purchase price on January 15, 2004, in the form of an aggregate
      of five million (5,000,000) shares of the Class A common stock valued at
      $.10 cents per share. In addition, the company is obligated to pay
      additional consideration to the selling stockholders for the period
      related to January 1, 2004 through June 30, 2005 (the "testing period") in
      an aggregate amount equal to the "net profits" (as defined in the Stock
      Purchase Agreement) for the testing period multiplied by 12.3, less
      $1,000,000. Payment of this additional consideration is to be made on a
      quarterly basis commencing on March 31, 2004, and payments may be made in
      cash and/or shares of common stock at the election of Universal. This
      additional consideration is based upon the companies continuing to be the
      sole provider of all independent contractor service to courier and/or same
      day delivery service provided by any subsidiary, affiliate or associate of
      Universal. In the event that Universal changes its operations such that
      the companies are no longer the sole provider of these services, the
      additional consideration shall be equal to $7,000,000 to be paid in twenty
      eight (28) equal quarterly installments of $250,000 each until December
      31, 2010, which resulted in goodwill of $7,441,886. As security for the
      obligation of Universal to make all payments to the selling shareholders
      pursuant to the Stock Purchase Agreement, Universal has entered into stock
      pledge and escrow agreement with respect to the shares of the companies
      purchased by Universal. The purchase price for the companies was arrived
      at by arms length negotiation, and the cash portion of the purchase price
      was paid from working capital. The financial statements include operation
      of SCI and affiliates from December 1, 2003 through December 31, 2003.

                                      -7-


<PAGE>


      Bags To Go, Inc., a diversified logistics provider.

      Acquisition of Bags to Go

      On December 23, 2003 the Company, pursuant to a purchase agreement entered
      into and effected the acquisition of all of the outstanding stock of Bags
      To Go, Inc. ("Bags To Go") and Cruise Staff Inc. ("Cruise Staff"), two
      privately owned companies that operate a baggage delivery and staffing
      business at the Fort Lauderdale/Hollywood International Airport and
      Seaport. Each of Bags To Go and Cruise Staff are wholly owned by Mr. Keith
      Wiater, and were purchased for an aggregate purchase price of $360,000 in
      cash, plus $300,000 in notes, payable in 24 monthly installments of
      $12,500, and stock options to purchase $1,380,000 of common stock to be
      issued commencing 6 months from date of closing exercisable at a 15%
      discount off the market value on each issue date. The excess purchase
      price over the fair value of the entities resulted in goodwill of
      $459,661. In connection with the entering into of the Purchase Agreement,
      the Company also entered into an employment agreement (the "Executive
      Employment Agreement") with Mr. Keith Wiater pursuant to which Mr. Wiater
      is to be employed as an executive of the Bags/Cruise subsidiary at a base
      salary of $180,000 per year for five (5) years. Pursuant to the Executive
      Employment Agreement Mr. Wiater is also entitled to certain operational
      bonuses, stock options and other consideration based upon the performance
      of the Bags/Cruise division. The Company also agreed to allocate in its
      budget certain minimum amounts per year, subject to normal increases, for
      salaries for additional executive officers to be mutually selected by the
      Company and Mr. Wiater. The Company acquired Bags To Go and Cruise Staff
      based on arms length negotiations and the proceeds for the purchase of the
      shares were from working capital. The financial statements include
      operation of Bags to Go and Affiliates from December 29, 2003 through
      December 31, 2003.

      The following represents the unaudited proforma results of operations as
      if the business combination had occurred at the beginning of the period
      being reported on.



                                      -8-
<PAGE>

<TABLE>
<CAPTION>


                           Three Months Ended                 Six Months Ended
                           December 31                        December 31
                                    2003             2002                  2003         2002
    ------------------------ ------------------- --------------------- --------------------- --------------------
<S>                          <C>                 <C>                   <C>                   <C>
    Net Sales                45,783,861          29,779,846            86,912,043            50,331,629
    ------------------------ ------------------- --------------------- --------------------- --------------------
    ------------------------ ------------------- --------------------- --------------------- --------------------
    Net Loss                 (1,786,983)         (1,986,877)           (3,491,649)           (2,984,584)
    ------------------------ ------------------- --------------------- --------------------- --------------------
    ------------------------ ------------------- --------------------- --------------------- --------------------
    Loss Per Share           (.00)               (.01)                  (.01)                (.01)
    ------------------------ ------------------- --------------------- --------------------- --------------------
    ------------------------ ------------------- --------------------- --------------------- --------------------

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

</TABLE>



      On November 24, 2003, the Company announced it would not purchase North
      American Airlines. The Company has instituted a suit on this matter - see,
      "Legal Proceedings" below.




5.   LONG-TERM DEBT
<TABLE>
<CAPTION>

<S>                                                                              <C>
     Long-term debt is comprised of the following:

Installment note arising from settlement agreement due in monthly
installments of $1,185 including interest through December 2004.
This note bears interest at 12.5%                                                  $ 14,409

Promissory note to bank payable in equal monthly installments of
$2,167 plus interest through October 2006.  The note bears interest
at 0% per annum until May 2004, at which time the rate will be fixed
at a rate of 2% over the then prevailing prime rate.  The note is secured
by substantially all the Company's assets.                                         $ 75,827

Loans payable to former owners of Virtual Bellhop, LLC, payable in
monthly installments of $3,333 plus interest at 4% through May 2005.               $ 81,998


Note payable to former shareholders of SCI payable as follows:

$500,000 in January 2004 and 28 equal quarterly payments
quarterly payments of $250,000 plus interest at 5.03% through
December 31, 2010                                                               $ 7,500,000

Notes payable to former shareholders of Bags To Go as follows:

$180,000 in January 2004 and 24 equal monthly payments of $12,500.
The note has been discounted using an effective interest rate of 5%               $ 454,665

Notes payable assumed in the acquisition of lease portfolio payable over the
individual loans with interest rates ranging from 7.25% and 8.25%               $ 2,237,405

Loan to former shareholder of SCI payable on demand with interest
at 5.5% per annum                                                                 $ 200,000

Other                                                                               $ 3,000
                                                                               ------------

Total                                                                          $ 10,567,304

Less current maturities                                                         $ 3,325,728
                                                                               ------------

Long term debt, net of current maturities                                       $ 7,241,576
                                                                               ------------

</TABLE>




                                      -9-
<PAGE>

Total maturities of long term debt are as follows:

Twelve months ended December 31,
                     2004                            3,325,721
                     2005                            1,806,078
                     2006                            1,406,857
                     2007                            1,128,650
                     2008                            1,000,000
              thereafter                             1,899,998
                                                    ----------
                                                    10,567,304
                                                    ----------

Investment in direct financing leases related to acquired portfolio is as
follows.


Minimum lease rentals
to be received                                 1,888,246

Estimated residual values                         45,894

Less unearned income                            -381,035

Origination costs                                138,000
                                              ----------

Net investment in direct
financing leases                               1,691,105
                                              ----------

The maturaties of direct financing leases, net of unearned income is as follows:
                                   2004            896,442
                                   2005            483,610
                                   2006            213,866
                                   2007            841,617
                                   2008             12,570
                                                ----------
                                                 1,691,105
                                                ----------


Investment in operating leases

Operating leases at December , 2003 were as follows:
Vehicles at cost                                   684,300
Lease initial indirect costs                        62,000
                                                ----------
Subtotal                                           746,300
Less accumulated depreciation                         --
                                                ----------
Net investment of in operating leases              746,300
                                                ----------
SCHEDULE OF FUTURE MINIMUM RENTALS
ON NONCANCELABLE OPERATING LEASES

                                    2004           496,015
                                    2005           310,922
                                    2006            31,891
                                    2007            34,081
                                                ----------
                                                   872,909
                                                ----------



                                      -10-
<PAGE>



                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:
WorldPost Private Postal Network
WorldPost International Courier Service
Virtual Bellhop(TM)
Luggage Express(TM)
Universal Express Capital Corp.
Universal Cash Express
SubContracting Concepts, Inc.
Bags To Go, Inc.




                                      -11-
<PAGE>


                                   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 undergone major expansion in the last decade. Strong
strategic relationships are currently being established with companies and
manufacturers, thus strengthening the WorldPost private postal network.

Members of the WorldPost 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.

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 enlisted more than 9,000 private postal
centers in a network called WorldPost that produces growing revenue streams for
both its members and USXP. USXP offers its WorldPost 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.



                                      -12-
<PAGE>


WorldPost(TM) Network, the new 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 WorldPost 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.

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. The company projects
minimum annual lease originations of $24 million. USXP recently entered into a
management contract with Go Commercial Leasing Corp., which has a
well-established customer base in the commercial transportation industry.

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.

SubContracting Concepts, Inc. (SCI) is a third party contract management Company
that provides Courier Company Clients with risk management and administrative
services.



                                      -13-
<PAGE>



Bags To Go provides both baggage delivery and passenger check-in services for
its airline clients at Fort Lauderdale/Hollywood International and Miami
International Airports. Its delivery of cruise passenger baggage, combined with
its check-in services, for several major airline carriers servicing departing
cruise lines' passengers to the nearby Port Everglades and Dodge Island,
tremendously reduces congestion and provides enhanced service for the airline
client at these busiest of the nation's seaports.



                   WORLDPOST(TM) - THE PRIVATE POSTAL NETWORK

WorldPost, 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.
WorldPost 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 Money Transfer Services
o Corrugated & Packaging
o Lamination and Photo ID's
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 Payroll and Tax Processing
o Prepaid Debit Card Load Stations
o Visa - MasterCard
o Discounted Supplies
o Joint Promotions
o Mailing Lists
o Air Miles Incentive Program
o Shredder Cushioning Systems
o Retail Products
o Luggage Express
o Employee Benefits
o Bad Check Collection
o Passport Expediting
o Message on Hold
o Video Tape to DVD Conversion



                                      -14-
<PAGE>


o Fingerprinting
o Income Tax Preparation
o Recycling
o Health Care Coverage
o Digitized Internet Service
o In Store Signmaking
o Retail Products
o Sign Making


                  WORLDPOST(TM) - INTERNATIONAL COURIER SERVICE


WorldPost, the International Courier Service, is an alliance of independently
owned and operated express courier services operating in 268 cities in 120
countries. WorldPost 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, WorldPost members offer flexible, customized
International services to meet a client's specific distribution needs. Instead
of operating our own costly fleet, WorldPost 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 WorldPost are totally dependent
upon their suppliers' shipping. The obvious synergy between WorldPost, the
International Courier Service and WorldPost, the private postal network,
enhances our unusual position in the shipping service industry.

Now WorldPost 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 WorldPost Networks' use of the WorldPost envelope for
their international shipping method instead of outsourced options strengthens
the local postal stores' position as an international delivery solution.





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<PAGE>



                     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 July 10, 2003 Luggage Express formed a strategic alliance with Samsonite to
be featured in the 190 Samsonite Company Stores.

During October - November 2003, the company presented to members of Congress and
transportation agencies various proposals contained in a Transportation White
Paper on luggage movement improvements in travel in connection with Homeland
Security, and other travel matters.

On November 17, 2003, Luggage Express announced that it had been selected by
MasterCard International to be included in MasterCard Offers program, to offer
to cardholders a special rebate program for door-to-door luggage delivery
services.

On December 2, 2003, Virtual Bellhop announced that Crystal Cruises, an award
winning cruise line, will join its expanding group of high end partners.




                                      -16-
<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 the subsidiary of
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.

On December 17, 2003, the Company acquired a commercial lease portfolio of
commercial lease receivables worth in excess of $3 million gross, to be managed
by Universal Express Capital Corp.


                             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 WorldPost(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 November 4, 2003, Universal Cash Express announced an agreement with
Foreclosure Free Search, Inc. to jointly market, promote and share revenue on
internet credit and real estate products to be sold through a Universal Cash
Express debit card.


                          SUBCONTRACTING CONCEPTS, INC.

With the acquisition of SubContracting Concepts, Inc. (SCI), the Company
acquired a third party contract management company that provides Courier Company
Clients with risk management and administrative services

One of the critical components offered through the SCI Program is the insurance
program that consists of Occupational Accident and Workers Compensation coverage
as well as many other benefit programs for individual driver participation.





                                      -17-
<PAGE>


The insurance programs are a cornerstone for continued growth and success of the
SCI program. SCI coordinates a viable insurance program and has business
relationships with its insurance carriers that specialize in the transportation
industry.

SCI's synergy with the Company envisions developing a solid outsourced
shipper-vendor position for the Company's baggage delivery programs with Courier
Companies, generating revenue opportunities for the Courier Companies, married
with the servicing and insurance packages offered through SCI, generating
revenue for the Company. This coupling allows for the active and cross-selling
of these two positions resulting in a premiere national distribution network.
The linkage of SCI's contract position with both the Courier Companies and the
driver base along with its control over the settlement processing systems,
combined with a superior insurance program creates a dominant position from
which to build this network and to maintain the relationships once they are
established.


                                BAGS TO GO, INC.

Bags To Go, Inc. provides both baggage delivery and passenger check-in services
for its airline clients at Fort Lauderdale/Hollywood International and Miami
International Airports. Its delivery of cruise passenger baggage, combined with
its check-in services for several major airline carriers servicing departing
cruise lines' passengers to the nearby Port Everglades and Dodge Island,
tremendously reduces congestion and provides enhanced service for the airline
client at these busiest of the nation's seaports.

The Company's track record is unparalled in the transportation logistics
industry: millions of delivered bags and hundred of thousands of the traveling
public have passed through the Bags To Go's capable hands since it inception.

Having internalized the security concerns of the post-September 11 terrorist
attacks, Bags To Go has positioned itself for nationwide growth and expansion.
Bags To Go has analyzed and targeted its future airport markets for a
multi-market expansion of its core businesses. It has worked long and hard in
consensus building among the Transportation Security Administration ("TSA"), the
airport authorities, the airlines, cruise lines, and the hospitality industry.

Bags To Go shares an obvious and interlocking synergy with the Company's Luggage
Express(TM) and Virtual Bellhop(R) divisions. The Company's vision of a seamless
integration for the movement of luggage throughout the nation, while the
traveling passenger enjoys the fruits of traveling luggage-free, addresses
post-911 security concerns while simultaneously alleviating the discomfort of
the passenger. It is a paradigm whose future is now.




                                      -18-
<PAGE>


In building for the future, Bags To Go has assembled the regulatory,
technological, and logistics partners to provide the following augmented
services for the traveling public on behalf of its airline and cruise clients:

*Off-Site Check-In at Major Hotels
*Home Check-In
*Kiosk Check-In Onboard Cruise Ships
*Portable Kiosks
*Charter Flight Ground Handling
*On-Site Baggage Storage

Bags To Go has constructed the financial model that will deliver its services
profitably nationwide, with no compromise to security, while simultaneously
addressing the concerns and realities of today's traveler.


RESULTS OF OPERATIONS - FOR SIX MONTHS ENDED DECEMBER 31, 2003

                                                          SIX MONTHS ENDED
                                                       2003             2002
                                                       ----             ----
Revenues
Logistics & International shipping -                $   139,012      $    32,873
Transportation / Equipment -
Leasing                                             $ 1,165,184      $ 1,689,013
Subcontracting Services -                           $13,758,434

Cost Of Goods Sold                                  $14,802,564      $ 1,702,823
Selling, General and Administration                 $ 4,241,910      $ 3,268,561
Depreciation & Amortization                         $    15,521      $    12,931

During the six months ended December 31, 2003 operating revenues increased to
$14,879,581 from $1,721,886, an increase of approximately 764%. This increase is
due mainly as a result of the acquisition of SCI. SCI revenue was $13,758,434.

Cost of revenues were $14,802,564 and $1,702,823 respectfully, an increase of
approximately 769% as a result of the acquisition of SCI. SCI's cost of
revenue was approximately $13,596,710


LIQUIDITY AND CAPITAL RESOURCES - FOR THE SIX MONTHS ENDED DECEMBER 31, 2003

The net proceeds from investments in the Company was approximately
$4,607,600. Approximately $ 2,332,371 was used in its operating activities.

Until the WorldPost Network, Universal Express Capital, WorldPost International
Delivery and the Company's other businesses, including new acquisitions, 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



                                      -19-
<PAGE>


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 recently 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.

The Company is involved in several lawsuits with vendors and suppliers. 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.


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
                  --------------------------------
                  Current Report filed on Form 8K dated February 12,2004




                                      -20-
<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:   February   , 2004



                                      -21-
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