UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED September 30, 2005
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,
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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, 2005:
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$4,182,310
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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, 2005
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Class "A" 3,240,151,723
Class "B" 1,280,000
UNIVERSAL EXPRESS, INC.
INDEX
PAGE
NUMBER
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - September 30, 2005 3
Consolidated Statement of Operations -
Three months ended September 30, 2005 4
Consolidated Statement of Cash Flows -
Three months ended September 30, 2005 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 13
PART II - OTHER INFORMATION 14
SIGNATURES 15
UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005
ASSETS 2005
------------
CURRENT ASSETS:
Cash and Equivalents $ 4,034
Accounts Receivable 51,899
Other Current Assets 205,220
------------
Total Current Assets 261,153
------------
PROPERTY AND EQUIPMENT
Computers and Equipment 265,920
Less Accumulated Depreciation (138,056)
------------
Net Property and Equipment 127,864
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OTHER ASSETS:
Loan to Officer 745,679
Related Party Receivables 906,000
Notes Receivable 849,513
Goodwill 397,107
Other Assets 14,805
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Total Other Assets 2,913,104
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Total Assets $ 3,302,121
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 878,454
Accrued Expenses
Trade 195,459
Officers' Salary 930,843
Interest 264,850
Current Portion of Long-Term Debt 119,648
Bank Line of Credit 60,008
Notes Payable 55,400
Convertible Debentures 100,000
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Total Current Liabilities 2,604,662
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Long-Term Debt, Net of Current Portion 1,995
------------
------------
Total Liabilities 2,606,657
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STOCKHOLDERS' EQUITY:
Common Stock, $.005 par value; Authorized 3,950,000,000 Shares
3,240,151,723 Shares Issued,3,240,111,723 Shares Outstanding 16,200,759
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 53,028,750
Accumulated Comprehensive Income (loss) (119,700)
Stock Rights 11,736,962
Treasury stock, at cost, 40,000 shares (14,350)
Deferred Compenstation (13,982,509)
Collateral stock (3,920,000)
Accumulated Deficit (62,240,848)
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Total Stockholders' Equity 695,464
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 3,302,121
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UNIVERSAL EXPRESS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THREE MONTHS ENDING SEPTEMBER 30, 2005 AND 2004,
2005 2004
--------------- ---------------
Revenues $ 219,172 $ 448,292
Cost of Goods Sold 167,523 408,609
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Gross Profit 51,649 39,683
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OPERATING EXPENSES
Selling, General and Administrative 1,006,820 932,795
Amortization of Deferred Compensation 2,148,279 856,476
Stock Based Compensation 183,100 88,000
Depreciation 10,503 7,941
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Total Operating Expenses 3,348,702 1,885,212
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OPERATING LOSS (3,297,053) (1,845,529)
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Other Income (Expense)
Loss Recoupment -- 63,678
Interest Income 11,020 11,509
Interest Expense (8,747) (19,836)
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Total other income (expense) 2,273 55,351
--------------- ---------------
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Net Loss $ (3,294,780) $ (1,790,178)
Basic net loss per common share $ (0.00) $ (0.00)
=============== ===============
Weighted average number of common shares outstanding 2,193,973,899 786,633,206
=============== ===============
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UNIVERSAL EXPRESS INC, AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOT THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
2005 2004
--------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss (3,294,780) $(1,790,178)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization 10,503 7,941
Amortization Of Deferred Compensation 2,148,279 856,476
Common shares issued for services 224,100 88,000
Forgiveness of officer loan 18,837 19,640
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 16,865 32,287
(Increase) decrease in other current assets 1,880 (5,000)
(Increase) decrease in other receivables -- 7,700
(Increase) decrease in notes receivables 5,000 285,782
(Increase) decrease in loan to officers (11,020) (11,489)
(Increase) decrease in other assets -- --
Increase (decrease) in accounts payable and accrued expenses 86,328 44,500
Increase (decrease) in accrued officers salary (4,214) (56,513)
Increase (decrease) in accrued interest 6,975 19,312
--------------------------
Net cash provided (used) by operating activities: (791,247) (501,542)
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CASH FLOWS FROM INVESTING ACTIVITIES
Credit Card Line of Ctedit 29,067 --
Purchase of property and equipment -- (11,147)
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Net cash provided (used) by investing activities 29,067 (11,147)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank line of credit payments (7,426) (1,996)
Notes payable payments (1,500) (1,500)
Long Term Debt payments (5,000) (8,335)
Issuance of common stock for cash --
Issuance of stock rights for cash 761,000 450,000
--------------------------
Net cash provided by financing activities $ 747,074 $ 438,169
--------------------------
Net increase (decrease) in cash and equivalents (15,106) (74,520)
CASH - and equivalents, beginning of period 19,140 100,038
--------------------------
CASH - and equivalents, end of period $ 4,034 $ 25,518
==========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash $ 2,070 $ --
==========================
Non-Cash Financing Activities:
Issuance of common stock for deferred compensation 1,804,300 1,331,500
Issuance of common stock for Conversion of Stock Rights 59,000
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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, 2005.
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, 2005 and the results of operations
and cash flows for the three months ended September 30, 2005 have been
included.
The results of operations for the three months ended September 30, 2005,
are not necessarily indicative of the results to be expected for the full
year ended June 30, 2006.
2. SEGMENT INFORMATION
Three months ended September 30, 2005:
TRANSPORTATION/
LOGISTICS & EQUIPMENT
INTERNATIONAL LEASING PARENT
SHIPPING BROKERAGE (OTHER) CONSOLIDATED
-------- --------- ------- ------------
Revenue $ 219,165 $ 7 $ -- $ 219,172
Operating (359,331) (3,237) (2,932,212) (3,294,780)
Income/(Loss)
Three months ended September 30, 2004:
TRANSPORTATION/
LOGISTICS & EQUIPMENT
INTERNATIONAL LEASING PARENT
SHIPPING BROKERAGE (OTHER) CONSOLIDATED
-------- --------- ------- ------------
Revenue $ 104,395 $ 343,725 $ 172 $ 448,292
Operating (94,424) (120,577) (1,575,177) (1,790.178)
Loss
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, 2005 the Company issued
1,176,723,000 shares of common stock. Of such shares issued, 1,063,000,000
shares were issued for deferred services, 108,723,000 for advisory services
and 5,000,000 for stock rights.
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) evolved into a conglomerate of supportive
companies and divisions centered around its private postal system.
The Company's principal subsidiaries and divisions are:
UniversalPost Private Postal Network
UniversalPost International Courier Service
Universal Express Logistics, Inc.
Virtual Bellhop(TM)
Luggage Express(TM)
Universal Express Capital Corp.
Universal Cash Express
Universal Express Properties
MARKETPLACE
A challenging global economy has grown over the past decade. Internet, catalog
and retail sales continue to mandate an inexpensive and responsive outsourced
final mile Domestic and International delivery network. That innovative and
outsourced final mile network continues to be addressed by Universal Express and
it has undergone visionary expansion in the last decade. Strong strategic
relationships are currently being established with companies and manufacturers,
thus strengthening its long term private postal network, its luggage business
and its logistical courier network.
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Members of the UniversalPost's 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.
Luggage Express has begun to separate passengers from suitcases and offer a
safer and more pleasurable travel experience.
These courier companies and private postal centers form a highly fragmented
cottage industry. Universal Express believes that since this industry generates
over $14 billion in sales and presently consists of more than 30,000 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 and couriers nationwide. These members are electronically connected to
other members via our new website, new sales and products.
Our company believes that an affordable outsourced distribution system is needed
to suit consumers' future 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 outsourced and innovative 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 identified more than 8,000 private postal
centers in a network called UniversalPost that produces growing revenue streams
for both its members and USXP. USXP offers its UniversalPost 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
consumer's value-added services and products, logistical services, equipment
leasing and cost-effective delivery of goods and services worldwide.
UniversalPost(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.
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Universal Express Logistics, Inc. joins the company's visionary Luggage
Express(TM) service offered through the UniversalPost 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. Today's 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 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.
Universal Cash Express, a division of Universal Express Capital, is a leader in
the pre-paid PIN based products industry. Cash Express develops products and
services for companies wishing to expand their current market penetration into
this exciting and growing market segment. Cash Express employs industry experts
that are able to advise these companies on which products are desired by this
market niche. Cash Express is further able to assist our corporate clients by
designing the perfect product for them to accelerate their profit potential.
UNIVERSALPOST(TM) - THE PRIVATE POSTAL NETWORK
UniversalPost, 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. UniversalPost 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 Corrugated & Packaging
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 Prepaid Debit Card Load Stations
o Visa - MasterCard
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o Discounted Supplies
o Joint Promotions
o Video Tape to DVD Conversion
o Fingerprinting
o International Cell Phone Rental
o Credit Union
o Message On Hold
o Consolidated Shipping rates
o 1-800-Tow Truck
o Bill Payments
o Discounted Prescriptions Program
o Gift Cards
o Passport & Visa Expediting
o Retail Products
o Sign Making
On August 18, 2005, the Company announced an exclusive agreement with Yard Sale
Drop-Off to market its online auction solution to postal stores in order that
they can become drop off and shipping centers for YSDO online auctions.
On August 25, 2005, the Company announced an agreement with Q-Check allowing
customers of postal stores to accept checks as a secured method of payment over
the phone, fax or even by e-mail.
UNIVERSALPOST(TM) - INTERNATIONAL COURIER SERVICE
UniversalPost, the International Courier Service, is an alliance of
independently owned and operated express courier services operating in 268
cities in 120 countries. UniversalPost 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, UniversalPost members offer flexible, customized
International services to meet a client's specific distribution needs. Instead
of operating our own costly fleet, UniversalPost 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 UniversalPost are totally
dependent upon their suppliers' shipping. The obvious synergy between
UniversalPost, the International Courier Service and UniversalPost, the private
postal network, enhances our unusual position in the shipping service industry.
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Now UniversalPost 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 UniversalPost Networks' use of the
UniversalPost 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. 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, making domestic luggage to
exceed 3 billion suitcases. Luggage Express and Virtual Bellhop are indeed
poised for luggage-free travel.
On August 10, 2005, announced agreement with MARC USA, a national advertising
and marketing firm, to impact sales and brand awareness of the Luggage Express.
On August 22, 2005, the Company announced that Luggage Express was placing an
order for 10,000 gift cards for its services, after a successful test previously
of 5,000 cards.
On August 31, 2005 and September 27, 2005, the Company announced that its
Information Technology Department is in the final stages of the development of a
customer management system called Handles-05(TM) that integrates Luggage
Express, Virtual Bellhop and the postal and courier associations.
On October 20, 2005, The Company announced Luggage Express' innovative revenue
program for the selling of Luggage Express Associate Program (LEAP) territories
with a minimum 1,000,000 population to investors and business entrepreneurs.
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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 its subsidiary
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, a division of Universal Express Capital, is a leader in
the pre-paid PIN based products industry. Cash Express develops products and
services for companies wishing to expand their current market penetration into
this exciting and growing market segment. Cash Express employs industry experts
that are able to advise these companies on which products are desired by this
market niche. Cash Express is further able to assist our corporate clients by
designing the perfect product for them to accelerate their profit potential.
UNIVERSAL EXPRESS PROPERTIES
The Company announced its real estate division on November 12, 2004. The
division will concentrate on commercial property acquisitions, commercial loans
and other lending activities, and will seek to be the lead investor in private
placements, limited partnerships and other activities with a goal to develop a
portfolio sufficient to operate the company as a real estate investment trust
(REIT).
On August 11, 2005, the Company announced that its subsidiary USXP Realty Trust
has pending purchase offers on initial commercial properties.
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RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2005.
THREE MONTHS ENDED
2005 2004
---- ----
Revenues
Logistics & International shipping - 219,165 104,395
Transportation / Equipment - 7 343,725
Leasing -- 172
Other -
Cost Of Goods Sold 167,523 408,609
Selling, General and Administration 3,338,199 1,877,271
Depreciation & Amortization 10,503 7,941
During the three months ended September 30, 2005 operating revenues decreased to
$219,172 from $448,292. This decrease is due mainly to a reduction in leasing
arrangements in our Capital leasing division.
Cost of revenues were $167,523 and $408,609 respectively.
LIQUIDITY AND CAPITAL RESOURCES - FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005.
The net proceeds from investments in the Company was approximately $761,000.
Approximately $791,247 was used in its operating activities.
Until the UniversalPost Network, Virtual Bellhop, Luggage Express, USXP Capital
and UniversalPost International Delivery and the Company's other businesses, are
fully developed, 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
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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 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.
On March 2, 2004, the Company brought an action against the SEC in federal court
in Florida on damages from the "naked shorting" of its shares and other matters.
Thereafter, on March 23, 2004 the SEC brought an action in federal court in New
York against certain officers of the Company. Both suits are pending.
On October 5, 2005, the Company sued Capitalliance Financial Services LLC, Union
Commercial LLC and others for $269 Million for fraud, false documents and
misrepresentation.
The Company is involved in several lawsuits with vendors, suppliers, and
professionals. These claims are disputed by the Company. The Company believes
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
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Item 5. OTHER INFORMATION -- NONE
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K -- NONE
---------------------------------
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SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company's report on Form 10-QSB has been signed below by the following person on
behalf of the registrant and in the capacities and on the dates indicated.
UNIVERSAL EXPRESS, INC.
Date: November 21, 2005 /S/ RICHARD A. ALTOMARE
-----------------------
Richard A. Altomare, President
and Chairman of the Board
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