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, 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 Identification
incorporation or organization) Number)
1230 AVENUE OF THE AMERICAS, SUITE 771, ROCKEFELLER CENTER,
NEW YORK, 10020
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(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, 2003:
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$ 2,759,330
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
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Common Stock Outstanding at March 31, 2003
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Class "A" 419,051,268
Class "B" 1,280,000
UNIVERSAL EXPRESS, INC.
INDEX
PAGE
NUMBER
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - March 31, 2003 3
Consolidated Statements of Operations -
Three and nine months ended March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows -
Nine months ended March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis 7
of Financial Condition and Plan of
Operations
Item 3. Controls and Procedures 14
PART II - OTHER INFORMATION 14
SIGNATURE 15
UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31, 2003
ASSETS
CURRENT ASSETS:
Cash $ 11,577
Accounts Receivable 16,928
Other Receivables 7,700
Other Current Assets 46,391
------------
Total Current Assets 82,596
------------
PROPERTY AND EQUIPMENT, net 83,040
------------
OTHER ASSETS:
Loan to Officer 827,647
Related Party Receivables 911,300
Goodwill 397,107
Other Assets 22,205
------------
Total Other Assets 2,158,259
------------
------------
Total Assets $ 2,323,895
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts Payable $ 651,278
Accrued Expenses 219,878
Accrued Officers' Salary 1,237,400
Accrued Interest 191,725
Bank Line of Credit 38,011
Current Maturities of Long-Term Debt 58,199
Notes Payable 70,000
Convertible Debentures 100,000
------------
Total Current Liabilities 2,566,491
------------
Long-Term Debt, Net of Current Maturities 135,372
------------
------------
Total Liabilities 2,701,863
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STOCKHOLDERS' DEFICIENCY:
Common Stock, $.005 par value; Authorized 450,000,000 Shares
419,948,233 Shares Issued and Outstanding 2,099,741
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 38,159,331
Accumulated Deficit (38,289,605)
Accumulated Other Comprehensive Income (119,400)
Stock Rights 1,930,962
Common Stock in Treasury, at cost, 60,000 shares (18,000)
Deferred Costs Related to Stock Issued for Services (4,147,397)
------------
Total Stockholders' Deficiency (377,968)
------------
------------
$ 2,323,895
============
See notes to consolidated financial statements
-3-
UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THREE AND NINE MONTHS ENDING MARCH 31, 2002 AND 2003
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
2003 2002 2003 2002
---- ---- ---- ----
Revenue $ 321,495 $ 223,957 $ 2,043,381 $ 229,243
Cost of Goods Sold 290,108 215,750 1,992,931 217,747
------------------------------ ------------------------------
Gross Profit 31,387 8,207 50,450 11,496
------------------------------ ------------------------------
Selling, General and Administrative 1,689,687 1,202,729 4,958,248 3,397,755
Depreciation 7,029 47,441 19,960 56,217
------------------------------ ------------------------------
Total Operating Expenses 1,696,716 1,250,170 4,978,208 3,453,972
------------------------------ ------------------------------
LOSS FROM OPERATIONS (1,665,329) (1,241,963) (4,927,758) (3,442,476)
Other Income (Expense)
Interest Expense (7,650) (13,298) (23,345) (27,752)
Interest Income 12,231 734 37,081 2,316
------------------------------ ------------------------------
Net Income (Loss) $ (1,660,748) $ (1,254,527) $ (4,914,022) $ (3,467,912)
LOSS PER COMMON SHARES $ (0.00) $ (0.01) $ (0.01) $ (0.03)
============================== ==============================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 389,477,589 88,267,613 424,947,739 178,090,774
============================== ==============================
NET INCOME (LOSS) $ (1,660,748) $ (1,254,527) $ (4,914,022) $ (3,467,912)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized loss of marketable securities -- -- -- (25,680)
------------------------------ ------------------------------
COMPREHENSIVE INCOME (LOSS) $ (1,660,748) $ (1,254,527) $ (4,914,022) $ (3,493,592)
============================== ==============================
See notes to consolidated financial statements.
-4-
Universal Express Inc, and Subsidiaries
Consolidated Statements of Cash Flows - Unaudited
For the Nine Months Ended March 2003 and 2002
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(4,914,022) $(3,467,912)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 19,960 14,086
Amortization Of Deferred Compensation 2,715,941 --
Common shares issued for services 30,883 1,819,584
Write-down Officer Loan 51,164
Write down of Assets -- 42,131
Unrealized Gain/Loss -- (25,680)
Changes in assets and liabilities:
Accounts receivable 1,111 (197,217)
Other receivables -- 23,866
Other assets (7,820) 16,791
Payroll Taxes Payable -- (23,339)
Other Liabilities -- (11,110)
Accounts payable an accrued expenses 387,428 121,058
--------------------------
Total adjustments 3,198,667 1,780,170
--------------------------
NET CASH USED IN OPERATING ACTIVITIES (1,715,355) (1,687,742)
--------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Cash -- 17,303
Loan to Officers -- 40,063
Related Party Receivables (19,876) (246,000)
Acquisition of property and equipment (14,313) (7,105)
--------------------------
Net Cash Used In Investing Activities (34,189) (195,739)
--------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock -- 203,650
Repayment of Bank Line of Credit (11,979) --
Repayments of Notes Payable (1,000) 63,772
Repayment Long Term Debt (28,202) --
Proceeds from stock rights 1,770,960 1,699,000
Purchase of treasury stock -- (6,000)
--------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,729,779 1,960,422
--------------------------
NET INCREASE (DECREASE) IN CASH (19,765) 76,941
CASH BEGINNING OF YEAR 31,342 39,316
--------------------------
CASH - END OF PERIOD $ 11,577 $ 116,257
==========================
Non cash investing and financing activities for nine months ended March
31, 2003: The company issued 184,349,000 shares of common stock
valued at $2,459,020 for Deferred Services The company issued
10,264,063 shares, valued at $2,561,500 for Stock Rights
See notes to consolidated financial statements
-5-
UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
Notes To Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB and Item 310 of
Regulation S-B. Accordingly, they do not include all of the information and
disclosures required for annual financial statements. These financial statements
should be read in conjunction with the consolidated financial statements and
related footnotes included in the Company's annual report on Form 10-KSB for the
year ended June 30, 2002.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of March 31, 2003 and the results of operations and cash flows for
the nine-months ended March 31, 2003 have been included.
The results of operations for the nine-months ended March 31, 2003, are not
necessarily indicative of the results to be expected for the full year ended
June 30, 2003.
2. SEGMENT INFORMATION
Nine months ended March 31, 2003:
TRANSPORTATION/
LOGISTICS & EQUIPMENT
INTERNATIONAL LEASING PARENT
SHIPPING BROKERAGE (OTHER) CONSOLIDATED
-------- --------- ------- ------------
Revenue $ 99,256 $1,944,125 $ -- $ 2,043,381
Operating
Loss $ (160,558) $ (188,562) $(4,564,902) $(4,914,022)
Nine months ended March 31, 2002:
TRANSPORTATION/
LOGISTICS & EQUIPMENT
INTERNATIONAL LEASING PARENT
SHIPPING BROKERAGE (OTHER) CONSOLIDATED
-------- --------- ------- ------------
Revenue $ 35,678 $ 193,475 $ -- $ 229,243
Operating
Loss $ (166,829) $ (60,148) $(3,240,935) $(3,467,912)
Assets of the segment groups are not relevant for management of the
businesses nor for disclosure.
-6-
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) is fast becoming a conglomerate of supportive
companies and divisions centered around its private postal system.
The Company's principal subsidiaries and divisions are:
Private Postal Network(TM)
WorldPost(TM)
Universal Express Logistics, Inc.
Virtual Bellhop(TM)
Luggage Express(TM)
Universal Express Capital Corp.
USXP Cash Express(TM)
Universal Express Transportation, Inc.
Its association of independent and franchise nationwide postal stores (PPN)
continues to evolve into a buying service and market penetration vehicle.
WorldPost(TM), its discounted international delivery service, will earn revenues
from selling discounted envelopes and services to the postal stores, as well as
selling territory businesses for entrepreneurs interested in selling these
shipping services to independent businesses.
Luggage Express(TM) will enable consumers to have their baggage picked up at
their home and delivered to the consumers' destination.
Virtual Bellhop(R) is an additional premier door-to-door luggage transportation
service.
Universal Express Capital Corp. is a full service asset based
transportation/equipment leasing company.
The web site for the company and its businesses is HTTP://WWW.USXP.COM.
-7-
MARKETPLACE
The business of Universal Express has undergone expansion in the last decade.
These changes will support its growing private postal network utilizing the
20,000 potential North American postal retail stores presently grossing over $8
billion in sales. Strong strategic relationships are currently being established
with companies and manufacturers, which should empower our 8000 present members.
Members now provide the public with a possible complement to the U.S. Post
Office for many retail and business postal services. In addition, these Postal
Service Centers offer individuals and business customers a variety of personal
and business services and merchandise.
The Company believes that many companies will eventually need an affordable
distribution system to deliver what their consumers purchase. Universal Express
believes it has indeed positioned itself to be a contender in the global economy
for the next decade with the creation of its additional subsidiaries, Luggage
Express and Virtual Bellhop (Universal Express Logistics' luggage delivery
services), WorldPost (Universal Express Logistics' international delivery
system) and Universal Express Capital's lease financing.
PRIVATE POSTAL NETWORK
The Private Postal Network ("PPN") is an association formed to create a very
much-needed partnership between previously unconnected shipping and packaging
storeowners. This concept has been accomplished many times before in American
industries, most notably by FTD's maturation of the independent florists across
America and Interflora's unification and development of florists in Europe. The
Private Postal Network provides independent storeowners with a variety of cost
effective services and products to help increase their profitability, while they
are able to maintain their local or franchised identities.
-8-
THE SERVICE DIVISION OF PRIVATE POSTAL NETWORK
International Shipping: WORLDPOST.COM
Corrugated & Packaging: PACKAGING TECHNOLOGIES
Lamination and Photo ID's: D&K LAMINEX
Customized Rubber Stamps: THESTAMPMAKER.COM
Equipment Leasing: ADVANTAGE LEASING
Key Machines and Supplies: LV SALES
Moving Supplies: ALL BOXES DIRECT
Car Rental: HERTZ RENT-A-CAR
Customized Corrugated: CACTUS CORRUGATED
ATM Machines: E-TRADE
Business and Office Supplies: PBCNBIZSUPPLIES.COM
Parcel Insurance: UNIVERSAL PARCEL INSURANCE CO.
Credit Card Processing: SINGLE SOURCE FINANCIAL SERVICES
Check Processing: ECHECK2000.COM
Payroll and Tax Processing: PAYCHEX
Air Miles Incentive Program: AMERICAN AIRLINES
Travel and Entertainment: RESLINX
Shredder Cushioning Systems: PAC-MATE
Air Purification Systems: AIR-TECH
Free Software: FREESOFT PROMOTIONS
Internet Access: PBC PRIVATE LABEL SERVICES
WORLDPOST(TM)
Universal Express's strategy of developing the Private Postal Network and
WorldPost simultaneously is unique to the shipping industry. These postal
locations can now create an inexpensive localized international delivery network
for themselves rather than only offering the more expensive traditional
carriers.
According to industry averages, the Postal stores alone ship approximately
$600,000,000 annually in international packages. Any percentage of that volume,
coupled with over 600 territory locations to be sold @ $80,000 per location
indicates a potential growth subsidiary.
The strategic synergy between WorldPost and USXP's Postal Store Association
enhance its position in the shipping and service industry.
-9-
VIRTUAL BELLHOP
virtualbellhop.com
Virtual Bellhop is the leading service provider specializing in luggage
logistics. Through advanced technology, the internet and the existing service
infrastructures of strategic partners Virtual Bellhop facilitates and manages
the movement of door to door baggage and other items for leisure and business
travelers.
There are significant market opportunities not limited to the one billion plus
checked bags presently being moved each year. In addition, increased carry-on
restrictions and security measures can upset time critical business trips as
well as add loss or damage to luggage concerns, offering airline space saving
and reduced employee overhead will allow the creation of a new revenue stream
for re-selling or marketing Virtual Bellhop services.
Making travel easier and more enjoyable through luggage free travel is defined
by Virtual Bellhop. The very difficult process of transporting baggage from
doorstep to destination and back again will be replaced by Virtual Bellhop's
vision of travel in the future.
Whether it be through partners like hotels, airlines, cruise lines, credit card
companies, airline or travel agencies, or simply their neighborhood postal
store, that offers to introduce Americans to luggage free travel, Virtual
Bellhop is there.
On April 30, 2002 Virtual Bellhop was featured in The Wall Street Journal as the
best service in the United States in the movement of luggage for airline
passengers.
LUGGAGE EXPRESS(TM)
usxpluggageexpress.com
Luggage Express has identified a significant niche in the travel industry - the
transportation of passenger's luggage to and from home, hotel, office and,
exclusively, postal store members. According to the Port Authority, the airports
in the New York area (JFK, LaGuardia and Newark) processed 84 million passengers
in 1997 (a number that is increasing yearly) with 148,680,000 items of check-in
luggage (an average of 1.77 pieces per passenger). Nationwide over 1.5 billion
suitcases are presently being checked by domestic passengers themselves. Luggage
Express is a division of Universal Express Logistics, Inc.
The inbound service includes collection by local postal stores or related
service providers of passenger's luggage and then delivery by major carriers to
the final destination. Arrangements for international customs clearance will be
part of the service.
-10-
Another passenger benefit is the enhanced insurance at an additional cost if
desired and safety of the passenger's luggage through the soon to be introduced
protective plastic wrap-around on each item.
At the same time, there are significant benefits to the airlines, which include:
customer satisfaction, easier check-in, a secure alternative to curb-side
check-in, less congestion in the departure hall with less luggage to screen and
it should minimize departure delays. Negotiations are currently underway with
airlines to offer the luggage service to first-class and business class
passengers.
Luggage Express, may conduct sales through travel agents as an affiliate
program, which will offer the service to their clients when their tickets are
booked. The service will be advertised directing passengers to call an 800
number for pick-up. It is estimated that 30% of the luggage business will be
derived from travel agents or travel website efforts.
While USXP cannot be definite as to the market penetration that it will achieve,
the FAA expects the number of airline passengers to double by 2005, making
domestic luggage exceed 3 billion suitcases.
The short-term goal of both USXP Logistics companies is to go international with
its 268 worldwide partners once it has reached a 1% domestic market penetration,
utilizing its postal business center warehouse network presently located in all
50 states.
Luggage Express' website (www.usxpluggageexpress.com) is expected to be easy to
remember and will fully explain the services to the public. By November 2002, an
automatic quote upgrade will allow members to book 100% on-line. Luggage
Express, which was featured in the May 31, 2002 edition of USA Today in an
article on luggage transportation and lately in the Sun Sentinel article in
September 2002, announced on July 8, 2002 that its innovative new website,
WWW.USXPLUGGAGEEXPRESS.COM, provides on-line quote requests and handling
information for luggage-free travel, along with providing, information on a
traveler's destination.
UNIVERSAL EXPRESS CAPITAL CORP.
usxpcapital.com
The USXP family of companies has broadened the nature of its core business by
entering the financial services industry via the subsidiary of Universal Express
Capital Corp. A full service, asset based transportation/equipment lessor,
Universal Express Capital provides capital acquisition funding, in the form of
lease financing, to the national business community as well as within the
framework of Universal Express other affiliates and subsidiaries.
-11-
Leasing is widely recognized as the intelligent choice for financing the
purchase of income producing equipment for all industries. Domestic growth of
lease financing continues to be impressive. Today, over 40% of financed
purchases are facilitated with leasing capital as opposed to 20% just 10 years
ago.
Universal Express Capital's dedicated team of professionals has forged strategic
alliances with various manufacturing firms within an identified spectrum of
markets. The industries they service include, but are not limited to, the
following: limousines, livery, small fleets, rental vehicles, local delivery
vans/trucks, buses and aircraft. Programs are designed to serve the needs of the
national manufacturer, regional distributor, and local vendor/dealer.
The present day conventional banking environment provides a huge market
penetration potential. In light of the many financial mergers and acquisitions
in conjunction with a cloudy international banking climate, tighter lending
requirements have provided funding opportunities to non-banking groups, such as
Universal Express Capital Corp.
USXP Capital has established various non-recourse lending relationships with
leading national consumer auto lenders. It also has developed a Nationwide
Van/Truck Leasing Program to be available to private postal stores and small
businesses.
In November, 2002 a new credit card division of Universal Express Capital was
formed called USXP Cash Express(TM) division and a director of that division was
announced on November 14, 2002.
UNIVERSAL EXPRESS TRANSPORTATION, INC.
Universal Express Transportation Inc. is our newest business designed to operate
transportation and logistical delivery acquisitions presently under
consideration by the Company and for future businesses, systems and programs in
the transportation and logistical fields, under the trademark USXP
Transportion(TM).
Also, Universal Express has established strategic alliance relationships with
nationally recognized quality coach fabricators and manufacturers with the
specific purpose of retrofitting existing bus fleets to add freight to the
carrying capability for buses to achieve, among other things, a less expensive
form of movement of luggage packages and mail. Universal Express Capital will
play an important role in the financing of these programs.
-12-
UNIVERSAL EXPRESS - ATM MASTER CARD(R)
Universal Express further exhibits its product diversification by providing the
"USXP Cash Express(TM)" card, to consumers nationwide through its new division,
USXP Cash Express. With a growing percentage of population needing a simple and
inexpensive alternative to traditional bank accounts combined with the
continuing technological advancements of a "cash-less" society, Universal
Express now provides consumers with the banking services they want without the
banking hassles. Distributing this product through the Private Postal Network
exposes the Universal ATM stored value (MasterCard) to the wide range of
consumers patronizing the 20,000 postal stores nationwide while enhancing store
owners revenue via sales, funds loading charges, and recurring usage fee
structures associated with the cards. A myriad of future credit, finance, and
marketing applications will be offered to USXP cardholders.
RESULTS OF OPERATIONS - THREE MONTHS AND NINE MONTHS
Management is continually concentrating on raising new capital to further
develop the Private Postal Network, its multi-faceted national private postal
business centers nationwide connected through the World Wide Web, its latest
acquisitions, Virtual Bellhop and USXP Capital and for future acquisitions.
Management views this developmental year as a period of growth based upon its
decision to concentrate on core business development through the Private Postal
Network(TM), WorldPost(TM), Virtual Bellhop(R), Luggage Express(TM), USXP
Capital, USXP Cash Express(TM) and Universal Transportation.
LIQUIDITY AND CAPITAL RESOURCES - FOR THE NINE MONTHS ENDED MARCH 31, 2003
The net proceeds from investments in the Company was approximately $1,770,960.
Approximately $1,749,544 was used in its operating activities.
Until the PBC Network, Universal Express Capital, WorldPost(TM) and the
Company's other businesses, are fully operational, the Company will continue to
rely on equity and debt raised to fund its operations. Management is continuing
efforts to raise cash by arranging lines of credit, and obtaining additional
equity capital. The Company's future business operations will require additional
capital.
Management is presently exploring methods to increase available credit lines as
well as methods to increase working capital through both traditional and
non-traditional debt services.
-13-
CONTROLS AND PROCEDURES
Richard Altomare, our Chief Executive Officer and Chief Financial
Officer, performed an evaluation of the Company's disclosure controls and
procedures within 90 days prior to the filing date of this report. Based on his
evaluation, he concluded that the controls and procedures in place are
sufficient to assure that material information concerning the Company which
could affect the disclosures in the Company's quarterly and annual reports is
made known to him by the other officers and employees of the Company, and that
the communications occur with promptness sufficient to assure the inclusion of
the information in the then-current report.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect those controls
subsequent to the date on which Mr. Altomare performed his evaluation.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company was awarded a $389 million dollar damage verdict by a jury in Dade
County, Florida, upon which judgment was entered, against Select Capital, Ronald
G. Williams and Walter Kolker. 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 and
claims for fees of certain professionals. These claims are all disputed by the
Company. The Company believes that disposition of these matters will not have a
material adverse effect on the Company's financial position.
Item 2. CHANGES IN SECURITIES -- NONE
---------------------
Item 3. DEFAULTS ON SENIOR SECURITIES -- NONE
-----------------------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
--------------------------------------------
HOLDERS -
NONE
Item 5. OTHER INFORMATION -- NONE
-------------------------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
None
-14-
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNIVERSAL EXPRESS, INC.
/S/RICHARD A. ALTOMARE
----------------------
Richard A. Altomare,
President and Chairman
of the Board.
Dated: May 14, 2003
-15-
I, Richard Altomare, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Universal
Express, Inc.:
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/S/ RICHARD A. ALTOMARE
Richard A. Altomare,
Chief Executive Officer and
Chief Financial Officer
Dated: May 14, 2003
-16-