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

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE QUARTER ENDED March 31, 2004
                         Commission File Number 0-18094

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

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


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

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

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

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

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

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2004:

                              --------------------
                                   $17,743,960
                              --------------------

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

-------------------------------------------------------------------------
   Common Stock             Outstanding at March 31, 2004
-------------------------------------------------------------------------
Class "A"                                                     681,040,652
Class "B"                                                       1,280,000


<PAGE>


                             UNIVERSAL EXPRESS, INC.

                                      INDEX


                                                                      Page
                                                                      Number


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

 Balance Sheet - March 31, 2004                                         3

 Consolidated Statement of Operations -
 Three and nine months ended March 31, 2004                             4

 Consolidated Statement of Cash Flows -
 Nine months ended March 31, 2004                                       5

 Notes to Consolidated Financial Statements                             6


Item 2. Management's Discussion and Analysis
        of Financial Condition and Plan of
        Operations                                                      9

Item 3. Controls and Procedures                                        14


PART II - OTHER INFORMATION                                            15


SIGNATURES                                                             17





                                       2
<PAGE>


                     UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   MARCH 2004


                               ASSETS
CURRENT ASSETS:
  Cash                                                             $    377,679
  Accounts Receivable                                                    22,783
  Net Investment in Financing Direct Leases                             942,553
  Other Receivables                                                       9,126
  Assets to be disposed of                                            1,498,681
  Other Current Assets                                                  692,378
                                                                   ------------
      Total Current Assets                                            3,543,200
                                                                   ------------

PROPERTY AND EQUIPMENT, net                                             122,336
                                                                   ------------
OTHER ASSETS:
  Loan to Officer                                                       793,831
  Related Party Receivables                                             906,000
  Notes Receivable                                                      245,773
  Goodwill                                                            7,900,450
  Net Investment in Direct Financing Leases                             609,208
  Net Investment in Operating Leases                                    601,539
  Other Assets                                                           15,155
                                                                   ------------
      Total Other Assets                                             11,071,956
                                                                   ------------
                            Total Assets                           $ 14,737,492
                                                                   ============

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts Payable and Accrued Expenses                            $    273,142
  Accrued Expenses                                                      262,000
  Accrued Officers' Salary                                            1,009,462
  Accrued Interest                                                      226,520
  Bank Line of Credit                                                    27,314
  Liabilities to be disposed of                                         873,932
  Current Maturities of Long-Term Debt                                8,707,989
  Notes Payable                                                         464,400
  Convertible Debentures                                                100,000
                                                                   ------------
      Total Current Liabilities                                      11,944,759
                                                                   ------------

Long-Term Debt, Net of Current Maturities                               482,364
                                                                   ------------
                          Total Liabilities                          12,427,123
                                                                   ------------

STOCKHOLDERS' EQUITY:
  Common Stock, $.005 par value; Authorized 750,000,000 Shares
      681,040,652 Shares Issued,681,000,652 Shares Outstanding        3,405,203
   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                                        51,528,838
   Accumulated Deficit                                              (45,992,487)
   Accumulated Other Comprehensive Income                              (119,700)
   Stock Rights                                                       7,102,962
   Common Stock in Treasury, at cost, 40,000 shares                     (14,350)
   Deferred Costs Related to Stock Issued for Services               (9,686,497)
   Stock Issued For Collateral                                       (3,920,000)

                                                                   ------------
      Total Stockholders' Equity                                      2,310,369
                                                                   ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $ 14,737,492
                                                                   ============


           See notes to consolidated financial statements

                                       3
<PAGE>



                    UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
            FOR THREE AND NINE MONTHS ENDING MARCH 31, 2003 AND 2004

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED                NINE MONTHS ENDED
                                                    2004              2003            2004             2003
                                              -------------    -------------    -------------    -------------
<S>                                           <C>              <C>              <C>              <C>
   Revenue                                    $   1,222,208    $     321,495    $   2,526,404    $   2,043,381
   Cost of Goods Sold                             1,060,550          290,108        2,266,404        1,992,931
                                              -------------    -------------    -------------    -------------
                Gross Profit                        161,658           31,387          260,000           50,450
                                              -------------    -------------    -------------    -------------
   Selling, General and Administrative            2,248,942        1,689,687        6,384,345        4,958,248
   Depreciation                                     173,459            7,029          188,980           19,960
                                              -------------    -------------    -------------    -------------
                Total Operating Expenses          2,422,401        1,696,716        6,573,325        4,978,208
                                              -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                             (2,260,743)      (1,665,329)      (6,313,325)      (4,927,758)

Discontinued Operation
Income from Operations of Discontinued
  Components                                        242,348                           296,631
Loss on Discontinued Operations                     (38,264)            --            (38,264)            --

   Other Income (Expense)
   Interest Expense                                  (9,777)          (7,650)         (25,552)         (23,345)
   Interest Income                                   54,009           12,231           77,902           37,081

                                              -------------    -------------    -------------    -------------
Income Before Taxes                              (2,012,427)      (1,660,748)      (6,002,608)      (4,914,022)

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

                                              -------------    -------------    -------------    -------------
Net Income (Loss)                             $  (2,015,298)   $  (1,660,748)   $  (6,075,042)   $  (4,914,022)


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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      635,366,794      389,477,589      629,106,352      424,947,739
                                              =============    =============    =============    =============

NET INCOME (LOSS)                             $  (2,015,298)   $  (1,660,748)   $  (6,075,042)   $  (4,914,022)

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

                                              -------------    -------------    -------------    -------------
 COMPREHENSIVE INCOME (LOSS)                  $  (2,015,298)   $  (1,660,748)   $  (6,075,042)   $  (4,914,022)
                                              =============    =============    =============    =============
</TABLE>



                 See notes to consolidated financial statements.

                                       4
<PAGE>


                     Universal Express Inc, and Subsidiaries
           Condensed Consolidated Statements of Cash Flows - Unaudited
                  For the Nine Months Ended March 2004 and 2003

<TABLE>
<CAPTION>
                                                       2004           2003
                                                   -----------    -----------
<S>                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Cash Used by Continuing Operations        $(4,817,741)   $ (1,715,355)

         Cash Used by Discontinued Operations          937,370           --
                                                   -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES               (3,880,371)    (1,715,355)

CASH FLOWS FROM INVESTING ACTIVITIES
       Related Party Receivables                          --          (19,876)
       Proceeds from sale of business unit              50,000           --
       Acquisition of Goodwill                        (741,376)          --
       Acquisition of cash                              66,550           --
       Acquisition of property and equipment           (35,469)       (14,313)
                                                   -----------    -----------
Net Cash Used In Investing Activities                 (660,295)       (34,189)

CASH FLOWS FROM FINANCING ACTIVITIES:
       Repayment of Bank Line of Credit                 (7,727)       (11,979)
       Proceeds from Note Payable                      400,000           --
       Repayments of Notes Payable                      (5,600)        (1,000)
       Repayment Long Term Debt                       (817,965)       (28,202)
       Proceeds from stock rights                    4,108,000      1,770,960
       Proceeds from sale of stocks                    999,600           --
                                                   -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES          $ 4,676,308    $ 1,729,779
                                                   -----------    -----------
NET INCREASE (DECREASE) IN CASH                        135,642        (19,765)
CASH - BEGINNING OF YEAR                               242,037         31,342

                                                   -----------    -----------
CASH - END OF PERIOD                               $   377,679    $    11,577
                                                   ===========    ===========
</TABLE>

Non cash investing and financing activities for nine months
ended March 31, 2004:
     On March 30, 2004, the company sold Bags to Go, Inc. for $308,776 including
     cash proceeds fo $50,000 and two note receivables totalling $258,776.

     The company issued 106,717,601 shares of common stock
     The company issued 106,717,601 shares of common stock
     valued at $7,265,165 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.



                 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 March 31, 2004 and the results of operations and
     cash flows for the nine months ended March 31, 2004 have been included.

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

2. SEGMENT INFORMATION

     Nine months ended March 31, 2004:
<TABLE>
<CAPTION>
                                        Transportation/
                   Logistics &            Equipment
                   International           Leasing              SubContracting           Parents
                     Shipping              Brokerage               Services               Other)          Consolidated
                   ------------         ---------------         --------------        ------------        ------------
<S>                <C>                  <C>                     <C>                   <C>                 <C>
Revenue                $204,739             $2,321,665                   --                    --           $2,526,404
Operating
Income/(Loss)         ($438,747)             ($314,128)                  --            ($5,560,450)        ($6,313,325)

</TABLE>

Nine months ended March 31, 2003:

<TABLE>
<CAPTION>
                                        Transportation/
                    Logistics &            Equipment
                   International            Leasing                Parent
                     Shipping              Brokerage               (Other)           Consolidated
                   ------------         ---------------         --------------        ------------
<S>                <C>                  <C>                     <C>                   <C>

Revenue               $  99,256              $1,944,125                    --           $2,043,381
Operating
Loss                  ($160,558)             ($ 188,562)           ($4,578,638)        ($4,927,758)

</TABLE>

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



                                       6
<PAGE>


3. CAPITAL STOCK

      During the nine months ended March 31, 2004 the Company issued 189,792,420
      shares of common stock. Of such shares issued 20,400,000 shares were sold,
      106,717,601 shares were issued for deferred services, 1,579,000 for
      advisory services, 16,000,000 shares for stock rights,40,000,000 for
      collateral, 95,819 for the exercise of warrants and 5,000,000 for notes
      payable. Also during the nine months ended March 31, 2004, the Company
      received $4,108,000 for stock rights.


4. 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%                                          12,145

      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.                                                                  69,324

      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. (See Foot Note #5)                                           6,850,000

      Notes payable assumed in the acquisition of lease portfolio payable over
      the individual loans with interest rates
      ranging from 7.25% and 8.25%.                                                          $1,976,886

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


      Total                                                                                   9,190,353
                                                                                            -----------

      Less current maturities                                                                 8,707,989
                                                                                            -----------

      Long-term debt, net of current maturities                                                 482,364
                                                                                            -----------
      Total maturities of long-term debt as follows:

      Twelve months ended March 31,
                                                        2005                                  8,707,989
                                                        2006                                    482,364
                                                        Total                                 9,190,353
                                                                                            -----------
</TABLE>

5. DISCONTINUED OPERATIONS

      On March 30, 2004 the Company sold Bags to Go, Inc to its former owner.
      Bags to Go, Inc. was originally purchased by the Company on January 22,
      2004. The decision to sell the component was based on the Company's
      decision to lower its long-term debt. The purchase price consisted of (a)
      $179,500, with $25,000 paid on March 30, 2004 and 24 equal monthly
      installments of $6,437.50, (b) $129,275, with $25,000 paid on March 30,
      2004 and 24 equal monthly installements of $4,344.83 and (c) the
      cancellation of the note due to the former owner of Bags to Go, Inc. of
      which, the balance on March 30, 2004 was $424,666.

      Subsequent to March 31, 2004, the Company sold Subcontracting Concepts,
      Inc. to its former owners. Subcontracting Concepts, Inc. was originally
      purchased by the Company on November 28, 2003. The decision to sell the
      component was based on concern and apprehension which was voiced by
      Subcontracting Concepts', Inc. insurance carriers, financial institutions
      and clients regarding the recent Securities and Exchange Commission's
      public complaint filed against Universal Express, Inc. The purchase price
      consisted of (a) $91,667 payable at the closing, (b) $458,333 payable in
      five equal monthly payments of $91,666.60, (c) the surrender of 5,000,000
      shares of the Company's common stock and (d) the cancellation of the note
      due to the former owners of Subcontracting Concepts, Inc. of which, the
      balance on the date of the closing was $6,850,000. The assets and
      liabilities of Subcontracting Concepts, Inc. as of March 31, 2004 are
      included in assets and liabilities to be disposed on the balance sheet.

      Assets and Liabilities to be disposed of are comprised to the following as
      March 31, 2004:

      Accounts receivable                                     $1,359,490
      Other receivables                                           62,691
      Other current assets                                        50,000
      Equipment                                                   26,500
                                                              ----------

                                                              $1,498,681
                                                              ----------

      Accounts payable and accrued expenses                   $  673,932
      Long-term debt                                             200,000
                                                              ----------

                                                                $873,932

                                       7
<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
                                   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 continues 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.



                                       8
<PAGE>

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

In just the past few years, USXP has identified more than 8,000 private postal
centers in a network called 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.

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

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

Universal Express Logistics, Inc. joins the company's visionary Luggage
Express(TM) service offered through the 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.


                                       9
<PAGE>


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.


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


                                       10
<PAGE>



                  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.


                     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.


                                       11
<PAGE>


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.

                         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.


                             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 March 16, 2004, the Company announced a floral gift card distribution
agreement with InComm, Inc.





                                       12
<PAGE>


RESULTS OF OPERATIONS - FOR NINE MONTHS ENDED MARCH 31, 2004

                                                 NINE MONTHS ENDED
                                          --------------------------------
                                             2004                 2003
                                          ----------            ----------
Revenues
Logistics & International shipping -      $  204,739            $   99,256
Transportation / Equipment -
Leasing                                   $2,321,665            $1,944,125
Subcontracting Services -                         --                    --

Cost Of Goods Sold                        $2,266,404            $1,992,931
Selling, General and Administration       $6,384,345            $4,958,248
Depreciation & Amortization               $  188,980            $   19,960

During the nine months ended March 31, 2004 operating revenues increased
$2,526,404 from $2,043,381, an increase of approximately 23.6%. This increase is
due mainly to increased sales in our logistics and leasing departments.

Cost of revenues were $2,266,404 and $1,992,931 respectively.


LIQUIDITY AND CAPITAL RESOURCES - FOR THE NINE MONTHS ENDED MARCH 31, 2004

The net proceeds from investments in the Company was approximately $5,107,600.
Approximately $3,880,371 was used in its operating activities.

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

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


CONTROLS AND PROCEDURES

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


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         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

                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    UNIVERSAL EXPRESS, INC.

                                    /S/ RICHARD A. ALTOMARE
                                    ---------------------------
                                      Richard A. Altomare,
                                      President and Chairman
                                      of the Board.
Dated:   May 19, 2004




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