UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED September 30, 2003
Commission File Number 0-18094
UNIVERSAL EXPRESS, INC.
-----------------------
(Exact name of Registrant as specified in its charter)
NEVADA 11-2781803
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(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
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State the aggregate market value of the voting stock held by non-affiliates of
the registrant on September 30, 2003:
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$24,159,776
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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 September 30, 2003
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Class "A" 552,027,232
Class "B" 1,280,000
UNIVERSAL EXPRESS, INC.
INDEX
PAGE
NUMBER
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - September 30, 2003 3
Consolidated Statement of Operations -
Three months ended September 30, 2003 4
Consolidated Statement of Cash Flows -
Three months ended September 30, 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 14
PART II - OTHER INFORMATION 14
SIGNATURES 15
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UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
ASSETS
CURRENT ASSETS:
Cash $ 539,894
Accounts Receivable 15,504
Other Receivables 7,700
Other Current Assets 133,300
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Total Current Assets 696,398
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PROPERTY AND EQUIPMENT, net 122,311
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OTHER ASSETS:
Loan to Officer 810,562
Related Party Receivables 906,000
Goodwill 397,107
Other Assets 16,099
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Total Other Assets 2,129,768
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Total Assets $ 2,948,477
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 547,434
Accrued Expenses 177,347
Accrued Officers' Salary 965,113
Accrued Interest 206,958
Bank Line of Credit 32,269
Current Maturities of Long-Term Debt 83,716
Notes Payable 68,500
Convertible Debentures 100,000
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Total Current Liabilities 2,181,337
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Long-Term Debt, Net of Current Maturities 98,350
------------
------------
Total Liabilities 2,279,687
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STOCKHOLDERS' EQUITY:
Common Stock, $.005 par value; Authorized 650,000,000 Shares
552,027,232 Shares Issued, 551,987,232 Shares Outstanding 2,760,136
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 42,319,147
Accumulated Deficit (41,904,247)
Accumulated Other Comprehensive Income (119,700)
Stock Rights 4,722,962
Common Stock in Treasury, at cost, 40,000 shares (14,350)
Deferred Costs Related to Stock Issued for Services (7,101,558)
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Total Stockholders' Equity 668,790
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,948,477
============
See notes to consolidated financial statements
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UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THREE MONTHS ENDING SEPTEMBER 30, 2003 AND 2002
2003 2002
---- ----
Revenue $ 183,049 $ 1,224,290
Cost of Goods Sold 162,486 1,207,820
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Gross Profit 20,563 16,470
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Selling, General and Administrative 2,021,637 1,153,077
Depreciation 7,487 6,403
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Total Operating Expenses 2,029,124 1,159,480
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LOSS FROM OPERATIONS (2,008,561) (1,143,010)
Other Income (Expense)
Interest Expense (8,817) (7,958)
Interest Income 12,039 12,490
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Net Income (Loss) $ (2,005,339) $ (1,138,478)
LOSS PER COMMON SHARES $ (0.00) $ (0.00)
==============================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 532,931,005 244,436,911
==============================
NET INCOME (LOSS) $ (2,005,339) $ (1,138,478)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized loss of marketable securities --
------------------------------
COMPREHENSIVE INCOME (LOSS) $ (2,005,339) $ (1,138,478)
==============================
See notes to consolidated financial statements.
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Universal Express Inc, and Subsidiaries
Consolidated Statements of Cash Flows - Unaudited
For the Three Months Ended September 2003 and 2002
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(2,005,339) $(1,138,478)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 7,487 6,403
Amortization Of Deferred Compensation 837,540 373,189
Common shares issued for services 57,160 --
Write-down Officer Loan 8,498 33,719
Changes in assets and liabilities:
Accounts receivable 13,426 3,999
Other receivables -- --
Other assets (91,411) (1,070)
Accounts payable an accrued expenses (140,959) 42,894
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Total adjustments 691,741 459,134
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NET CASH USED IN OPERATING ACTIVITIES (1,313,598) (679,344)
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CASH FLOWS FROM INVESTING ACTIVITIES
Related Party Receivables -- (14,576)
Acquisition of property and equipment (23,101) (8,874)
--------------------------
Net Cash Used In Investing Activities (23,101) (23,450)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Bank Line of Credit (2,772) (6,760)
Repayments of Notes Payable (1,500) (1,000)
Repayment Long Term Debt (9,172) (15,059)
Proceeds from stock rights 1,648,000 731,000
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 1,634,556 $ 708,181
--------------------------
NET INCREASE (DECREASE) IN CASH 297,857 5,387
CASH - BEGINNING OF YEAR 242,037 31,342
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CASH - END OF PERIOD $ 539,894 $ 36,729
==========================
Non cash investing and financing activities for three months ended September 30, 2003:
The company issued 48,700,000 shares of common
stock valued at $2,959,400 for deferred services
See notes to consolidated financial statements
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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 September 30, 2003 and the results of
operations and cash flows for the three months ended September 30, 2003
have been included.
The results of operations for the three months ended September 30, 2003,
are not necessarily indicative of the results to be expected for the
full year ended June 30, 2004.
2. SEGMENT INFORMATION
Three months ended September 30, 2003:
TRANSPORTATION/
LOGISTICS & Equipment
International Leasing Parent
SHIPPING BROKERAGE (OTHER) CONSOLIDATED
-------- --------- ------- ------------
Revenue $ 49,367 $ 133,157 $ 525 $ 183,049
Operating
Loss $ (225,035) $ (98,893) $ (1,681,411) $ (2,005,339)
Three months ended September 30, 2002:
Transportation/
Logistics & Equipment
International Leasing Parent
SHIPPING BROKERAGE (OTHER) CONSOLIDATED
-------- --------- ------- ------------
Revenue $ 13,772 $ 1,210,368 $ 150 $ 1,224,290
Operating
Loss $ (52,971) $ (44,888) $ (1,040,619) $ (1,138,478)
Assets of the segment groups are not relevant for management of the
businesses nor for disclosure.
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3. CAPITAL STOCK
During the quarter ended September 30, 2003 the Company issued
60,779,000 shares of common stock. Of such shares issued 48,700,000
shares were issued for deferred services, 1,079,000 for advisory
services and 11,000,000 shares for stock rights. Also during the quarter
ended September 30, 2003 the Company received $1,648,000 for stock
rights.
During the quarter ended September 30, 2003 the Company increased its
authorized class A common stock to 650,000,000.
4. SUBSEQUENT EVENTS
On October 12, 2003, the Company announced the signing of a contract to
purchase North American Airlines. The agreement is contingent upon a due
diligence by the Company.
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.
Subsequent to the quarter ended September 30, 2003, the Company received
$1,950,000 for stock rights and the Company issued 54,200,000 common
shares for stock rights, advisory & consulting services.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Included in this report are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable; it
can give no assurance that such expectations reflected in such forward-looking
statements will prove to be correct. The Company's actual results could differ
materially from those anticipated in the forward-looking statements as a result
of certain factors, including sales levels, distribution and competition trends
and other market factors.
Universal Express, Inc. (USXP) 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
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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.
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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.
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
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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 Internet Access
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 Digitized Internet Service
o In Store Signmaking
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
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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.
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.
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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.
On August 26, 2003, Luggage Express announced a strategic alliance with the
Society for Accessible Travel and Hospitality (SATH) to provide luggage delivery
services for disabled and mature travelers.
On September 17, 2003 Universal Express announced plans to purchase Bags To Go,
Inc., a diversified luggage logistics provider operating in South Florida.
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 August 4, 2003 Universal Cash Express expanded its relationship with Q Comm
International to provide its floral gift card.
-12-
On August 28, 2003 Universal Cash Express announced a partnership with GlobTel
Communications to distribute GlobTel's prepaid card services through Universal
Cash Express' point-of-sale activation terminals at WorldPost network retail
outlets.
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
Transportation(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.
RESULTS OF OPERATIONS - THREE MONTHS
Management is continually concentrating on raising new capital to further
develop the WorldPost 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 WorldPost
Private Postal Network, WorldPost International Courier Service, Virtual
Bellhop(R), Luggage Express(TM), USXP Capital, USXP Cash Express(TM) and
Universal Transportation.
LIQUIDITY AND CAPITAL RESOURCES - FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
The net proceeds from investments in the Company was approximately $1,648,000.
Approximately $1,336,700 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, 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.
-13-
Management is presently exploring methods to increase available credit lines as
well as methods to increase working capital through both traditional and
non-traditional debt services.
CONTROLS AND PROCEDURES
Richard Altomare, our Chief Executive Officer and Chief Financial
Officer, performed an evaluation of the Company's disclosure controls and
procedures within 90 days prior to the filing date of this report. Based on his
evaluation, he concluded that the controls and procedures in place are
sufficient to assure that material information concerning the Company which
could affect the disclosures in the Company's quarterly and annual reports is
made known to him by the other officers and employees of the Company, and that
the communications occur with promptness sufficient to assure the inclusion of
the information in the then-current report.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect those controls
subsequent to the date on which Mr. Altomare performed his evaluation.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company was awarded a $389 million dollar damage verdict by a jury in Dade
County, Florida, upon which judgment was entered, against Select Capital, Ronald
G. Williams and Walter Kolker. 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
--------------------------------
None
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNIVERSAL EXPRESS, INC.
/S/RICHARD A. ALTOMARE
----------------------
Richard A. Altomare,
President and Chairman
of the Board.
Dated: November 14, 2003
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