SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED December 31, 1999
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 Ident Number)
incorporation or organization)
20 SOUTH TERMINAL DRIVE, PLAINVIEW, NEW YORK 11803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 349-1300.
Securities registered pursuant to Section 12 (g) of the Act:
COMMON STOCK
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
State the aggregate market value of the voting stock held by non-affiliates of
the registrant on December 31, 1999:
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$ 3,332,560
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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 December 31, 1999:
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Class "A" 11,919,965
Class "B" 1,280,000
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UNIVERSAL EXPRESS, INC.
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INDEX
PAGE
NUMBER
------
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - December 31, 1999 1
Combined Statement of Operations - Three and six
months ended December 31, 1999 2
Combined Statement of Cash Flows -- Three and six
months ended December 31, 1999 3
Notes to Combined Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 4-11
PART II - OTHER INFORMATION 12
SIGNATURE 13
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<TABLE>
<CAPTION>
UNIVERSAL EXPRESS, INC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET
(UNAUDITED)AS AT DECEMBER 31, 1999
ASSETS
- ------
<S> <C>
CURRENT ASSETS:
Cash $ 177,686
Accounts receivable, net of allowance
For doubtful accounts of $182,400 632,096
Inventory 98,849
Loans & Notes receivable 1,367,107
Other assets 576,028
----------
TOTAL CURRENT ASSETS 2,851,766
FURNITURE, EQUIPMENT AND LEASEHOLD
IMPROVEMENTS, net 174,513
REORGANIZATION VALUE, net of amortization 72,143
GOODWILL, net 537,379
Investment Account 1,779,191
TOTAL ASSETS $5,414,992
==========
LIABILITITES AND STOCKHOLDERS' EQUITY
- -------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,637,644
Taxes payable 330,161
Other 81,585
Loans/Notes Payable 1,444,750
Convertible Debentures 189,000
Long-Term Liabilities 85,896
TOTAL LIABILITIES $ 4,769,036
Minority Interest 200,313
- --------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock, Class A, $0.005 par value;
authorized 147,000,000 shares; 11,919,965
issued and outstanding
59,600
Common stock, Class B, $0.005 par value;
authorized 3,000,000 shares, 1,280,000
issued and outstanding
6,400
Additional paid-in capital 22,420,900
Cash received for stock rights 1,578,751
Deferred compensation related to stock issued for services.
(1,297,312)
Accumulated deficit (22,322,696)
------------
TOTAL STOCKHOLDER'S EQUITY 445,643
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,414,992
</TABLE>
2
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UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
DECEMBER 31, DECEMBER 31,
------------ ------------
1999 1998 1999 1998
---- ---- ---- ----
INCOME:
<S> <C> <C> <C> <C>
Merchandise and service income $ -- $ 126,251 $ 102,591 $ 264,550
Ticket Sales 573,930 538,394 855,106 1,035,933
Delivery Services 821,627 -- 1,772,304 --
------------ ------------ ------------ ------------
TOTAL INCOME 1,395,557 664,665 2,730,001 1,300,483
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Cost of goods and services 926,998 326,536 1,955,254 756,570
Selling, General and administrative 1,218,521 652,473 2,514,478 1,554,426
Depreciation and amortization 126,071 80,590 205,752 159,627
------------ ------------ ------------ ------------
TOTAL EXPENSES 2,271,590 1,059,599 4,675,484 2,470,623
------------ ------------ ------------ ------------
LOSS BEFORE INTEREST EXPENSE (876,033) (394,954) (1,945,483) (1,170,140)
------------ ------------ ------------ ------------
INTEREST EXPENSE (1,110) 3,451 (4,290) 6,902
PROFIT (LOSS) FROM CONTINUING OPERATIONS (877,143) (398,405) (1,949,773) (1,177,042)
NET PROFIT (LOSS) (877,143) (398,405) (1,949,773) (1,177,042)
============ ============ ============ ============
PROFIT (LOSS) PER COMMON SHARE
Profit (Loss) from continuing operations
($ 0.10) ($ 0.12) ($ 0.18) ($ 0.32)
------------ ------------ ------------ ------------
Net Profit (Loss) per Common Share ($ 0.10) ($ 0.12) ($ 0.18) ($ 0.32)
------------ ------------ ------------ ------------
Weighted average number of
shares used in calculation 8,444,987 3,224,210 10,665,800 3,732,038
============ ============ ============ ============
</TABLE>
3
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<TABLE>
<CAPTION>
UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
CASH FLOWS PROVIDED BY OPERATIONS
<S> <C> <C>
Net Loss (1,949,773) (1,177,042)
Adjustment to reconcile net loss to net
cash used by operating activities:
Common stock issued as compensation 389,954 460,000
Common stock issued in lieu of cash 18,000 0
Depreciation and amortization 205,752 159,627
---------- ----------
(1,336,067) (557,415)
Change in assets and liabilities:
(Increase)/Decrease in restricted cash 0 0
(Increase)/Decrease in accounts receivable (94,962) (60,500)
(Increase)/Decrease in inventory 1,313 (37,848)
(Increase)/Decrease in loan to officers (25,122) (47,911)
(Increase)/Decrease in notes receivable (244,096) 0
(Increase)/Decrease in deferred expenses
and other asset 0 30,008
Increase/(Decrease) in accounts payable and
accrued expens 33,495 85,877
Increase/(Decrease) in taxes payable 158,066 (12,889)
Increase/(Decrease) in other liabilities 149,145 (8,051)
---------- ----------
Cash provided (used) by operations (1,358,228) (608,729)
----------
CASH USED IN INVESTING ACTIVITIES
Investment in holding company 0 0
Acquisition of furniture, equipment, and
leasehold improvements 0 0
CASH PROVIDED BY FINANCING ACTIVITIES
Sale of common stock from treasury 380,000 250,000
Proceeds from notes and loans payable 60,000 66,000
Proceeds from issuance of convertible debt 0 0
Repayment of notes and other liabilities 0 (199,500)
Proceeds From Stock Rights 1,058,750 250,000
---------- ----------
NET INCREASE (DECREASE) IN CASH 140,522 (242,229)
CASH-Beginning of period 37,164 1,483
---------- ----------
CASH-End of period 177,686 (240,746)
========== ==========
</TABLE>
4
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UNIVERSAL EXPRESS, INC. AND SUBSIDIARIES
Notes To Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
- -------------------------
Reference is made to the Company's Consolidated financial statements as of June
30, 1999 and for the fiscal year then ended, filed with the United States
Securities and Exchange Commission for a complete discussion of the Company's
significant accounting policies and other matters.
The accompanying unaudited consolidated interim financial statements reflect all
adjustments that, in the opinion of management are necessary for a fair
presentation of financial position as of December 31, 1999, and results of
operations for the six months then ended.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
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.
The business of Universal Express, Inc. (the "Company") has undergone major
transitions in recent years.
On May 7, 1999, the Company acquired 51% of the capital stock of SkyWorld
International Courier, Inc. (d/b/a "SkyNet Worldwide Express").
SkyNet Worldwide Express is part of an international shipping network
specializing in corporate discount pricing to its customers.
The Company believes that that acquisition of SkyNet Worldwide Express will
benefit the PBC Network by providing PBC store owners with reduced international
shipping rates over their present vendors.
The Company believes that SkyNet Worldwide Express has an excellent reputation
in international shipping, and will add growth to both the PBC Network and
Universal Express.
Management has developed other new ancillary businesses to support its core
packaging and shipping businesses.
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In November, 1999 the Company announced the signing of an agreement with Imaging
Technology Solutions, L.L.C. ("NetEx") pursuant to which NetEx will provide
services for the PBC Network. NetEx is a full-featured software and service
combination designed to securely transmit any document, including paper,
graphical images, hand written documents and electronic media via the Internet.
The Company believes that NetEx is the first Internet-based document delivery
service to seamlessly integrate a patented imaging platform, real-time document
linking, telephone notification and tiered digital security in an easy-to-use
Internet-ware graphical user interface. Accordingly, the Company believes that
NetEx provides a secure, expedient, and economical alternative to faxes,
overnight couriers and traditional email. The Company is offering to raise for
the "NetEx Program" and the PBC Network members $1.7 Million dollars, in
increments based on a roll out schedule for the program and equipment, for the
members of the PBC Network throughout the United States. The Company will
provide each member store owner with a scanner valued at $300 for the members to
begin offering their customers the program for a fee based on usage. The PBC
Network will earn revenues based on the usage of the program by the members and
their customers.
In December, 1999, the Company announced the signing of a non-binding letter of
intent with Talk Visual Corp. to enable the PBC Network to offer its members
videocalling systems for the use of their customer. There can be no assurance
that the Company will reach a definitive agreement with Talk Visual Corp.
On February 17, 2000, the Company announced that its subsidiary, Skynet
Worldwide Express had signed an agreement to purchase new Video Calling Phones
from Talk Visual Corp., which will be offered to Skynet's 250 individually owned
locations.
The Company believes its strategy of developing PBCNetwork is unique to the
private postal industry. The Company believes that PBCNetwork has established
itself as a provider of quality products and services that benefit the owners of
private postal businesses. In order for PBCNetwork to continue to provide
high-quality products and services essential to today's market needs, the
Company believes that it is necessary to develop a strategy for the "third wave"
of the industrial revolution - the Internet. While PBCNetwork members do not
currently compete with traditional overnight couriers, the Company believes that
NetEx will provide them with the opportunity to increase revenues through the
use of NetEx's technology for a minimal investment.
The Company's Web Site is WWW.USXP.COM.
The Company purchased the Entertainment division of U.S. Transportation Systems,
Inc. (USTS) in 1997. The division consisted mainly of: Downtown Theatre Ticket
Agency, Inc., or Advance Entertainment (now known as "Manhattan Concierge"),
which provides theater, sports and special events tickets and concierge
services. The Company intends to incorporate this division into its expanding
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list of services to the members of its PBC Network. These services are marketed
through toll-free phone numbers (1-888-NYSHOWS, 1-800-NYSHOWS AND
1-800-THE-SHOW) and Manhattan Concierge's web site (www.manhattanconcierge.com).
This concierge business is a nationally promoted source for high visibility
venues such as the Olympics, U.S. Open, Super Bowl and the World Series. It has
been serving corporate and individual clients throughout the United States for
over fifty-three years. The Company intends to incorporate this value-added
service into the PBC Network expanding menu of offerings to its member stores
while attempting to increase Manhattan Concierge's own business presence in the
entertainment industry.
In 1994, the Company acquired an advertising agency, Images Design & Marketing
(Images). This agency is the in-house marketing and promotional department of
the Company. The service of Images is primarily utilized to maximize the
Universal Express and the PBC Network's names and trademarks. Images is also
expected to reduce advertising costs for the PBC Network members by eliminating
the "agency commissions" paid to advertising agencies by printers and other
sources of media.
Management is now concentrating on raising new capital and focusing on new
ventures, including the PBC Network and SkyNet Worldwide Express.
Management views this fiscal year as a period of transition and anticipates
growth based upon its decision to concentrate on core business development
through the PBC Network and SkyNet Worldwide Express.
USXP's principal subsidiaries and divisions include:
Private Postal Network.com
The Postal Business Center Network.com
Manhattan Concierge
SkyNet Worldwide Express
WorldPost Network.com
Images Design and Marketing
UniqueNet, Inc.
Packaging Plus Services, Inc.
PRIVATE POSTAL NETWORK.COM
- --------------------------
On May 15, 1999, the name of the Association of Packagers and Carriers, APAC was
changed to the Private Postal Network.com (PPN), with two divisions, Postal
Business Center Network.com (PBC network.com) and an international shipping
division, WorldPost Network.com.
7
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Private postal and business service centers form a highly fragmented cottage
industry. The Company believes that this industry generates over $5 billion in
sales annually and consists of more than 15,000 independent operators. The
Company believes there is a market opportunity for the development of an
association with the goal of unifying and organizing independent and franchised
postal stores nationwide. PBC Network members are connected to other members and
the PBC Network Headquarters via the PBC Web Site (PBCNetwork.com) or by
telephone at "1-888-873-2722". The PBC Web Site is utilized not only by members
but also will be used by the general public. Only one PBC Network store per Zip
Code will be accepted, thus creating internal quality control standards.
The PBC Network, with the help of other media outlets, found that the emergence
of E-Commerce is being overlooked by the big retail outlets. The Company
believes these firms have not at this point moved well to address the online
focus that is gaining momentum. As the online population becomes more frequent
and E-Commerce gains speed, the Company believes that the PBC Network will have
laid the foundation that will be needed to provide the necessary adaptations for
future commerce.
The Company believes that business-to-consumer e-commerce will benefit from
consumers seeking the lowest possible price, convenience and public acceptance
over fears of insecure transactions and the difficult task of converting these
"eyeballs" into transactions.
The Company believes that E-commerce success factors such as quality domain
name, first mover advantage, capital to build a brand name, convergence with an
established brick and mortar player and the emergence of a leader in most
categories will determine the survival of the fittest.
The Company believes that industries will turn to the Internet to improve their
existing business models or introduce an innovative one.
As e-commerce grows, someone must deliver the purchased goods to the consumer.
The Company believes that companies such as FedEx, UPS and the U. S Postal
Service are well positioned. The opportunity in this market has drawn lots of
attention, as "Others" are quickly developing to snatch-away business from these
companies. Although traditional shipping companies have been handling most
online purchases, the Company believes that residential delivery is not their
forte. The Company believes that UPS delivers about 2.4 million packages to
homes each day, while Fedex delivers around 320,000. The Company believes that
startups will eventually need a distribution system to deliver nearly anything
that customers purchase on-line.
A particular trend that the Company feels will further revolutionize the
e-commerce space surrounds strategic alliances between virtual companies and
traditional brick and mortar companies. The Company believes leverage can be
created being both online and off-line. The Company believes that distribution
issue present a problem for many e-commerce companies. And that traditional
companies, with their existing infrastructure, can be invaluable in fulfilling,
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packaging and shipping orders. There are also benefits of offering customers
multiple sales and service channels.
The PBC Network is an association formed to create a long overdue and needed
profitable partnership between packaging store owners and carriers, similar in
theory to FTD. The PBC Network provides store owners with a variety of
cost-effective services and products to increase their profitability, while they
still maintain their local identities or franchise loyalties. The PBC Network's
goal it to provide consumers nationwide with a feeling of quality assurance when
they frequent a PBC Network location.
SERVICES OFFERED TO PBC NETWORK MEMBERS & STRATEGIC GOALS
The PBC Network has been formed to create a value-added association among
packaging and shipping centers as well as the actual carriers of freight
worldwide.
In return for a low monthly membership fee, the PBC Network offers a unique
combination of value-added services on the e-commerce horizon.
A list of immediate and future benefits for association members includes:
IMMEDIATE BENEFITS:
E-Commerce representation and a highly structured
plan for these outlets
Discounts for Web Utilization
Savings on shipping prices through quantity discounts Centralized
billing to lower certain costs Pre-paid discounts on shipping
Professional theme coordinated advertising programs PBC Network Web
Site linking all members with outside customers E-mail customer
leads Scholarship Programs for members' children Packaging
education programs Organized conventions PBC Network health/ dental
insurance PBC Network shipping insurance Computer software/
hardware, Sales and consulting Shipping hot line and tracking for
customers Continual development of new profit centers Quality
control for member and customer benefits Affordable legal
representation National customer service satisfaction department
Political lobbying Vacation of the month program Discounted air
cargo/ next day worldwide rates Discounted copier and/or fax,
postal meter leasing programs Discounted long distance rates
Discounted printing programs Discounted van and equipment leasing
program Prepaid phone card Centralized purchasing Monthly
Newsletter Brand recognition of PBC Network Logo PBC Network
advisory council Store (design/modernization) program
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This value-added Network is expected to revitalize and re-define the private
postal industry and position itself for additional acquisitions within the
transportation industry that may benefit its members' collective strength.
The Company announced in 1998 that the PBC Network had formed an Advisory
Council. This council consists of PBC members from 7 regions of the United
States. The goal of the Council is to obtain a more specific regional view of
the CMRA industry through the cooperative efforts of the PBC members.
In 1998 the Company announced that the PBC Network had formed a strategic
alliance with Kodak to make available the Kodak Image Magic Picture Maker to the
PBC Network member stores nationwide.
During the year, the PBC Network also announced relationships with other leading
vendors, for use of its members, including the following:
3M - Heat free, non-electric laminating system and various office supplies.
American Airlines Advantages Frequent Flyer Miles
Reslinx Incentive Travel Program
Century Marking/Stamper 2000 - Discounted rates on custom rubber stamps
for resale.
Discounts on planning and scheduling products available through
Wescosa-Florida.
GBC - Discounts on laminating/binding/finishing equipment and
supplies.
Keena - Discounts on tape and sealing products.
Kittrich - Discounts on licensed mailing supplies.
MBNA Bank - Co-Marketing/Corporate Credit Card program.
Nova Information Services - Discounts on credit card processing with most
monthly fees waived.
Paychex - Discounts on payroll services.
Rediform - Discounts on business forms and other office products and services.
Risk Management - Business Insurance Services.
Hertz - Co-Marketing/Car Rental Referral program.
Ti-Mail - Discounts on decorated Tyvek mailing products.
Wescosa-Florida - End-column discounts on office supplies.
X-Stamper - Discounts on stock rubber stamps.
Future PBC Network benefits should include but not be limited to e-commerce,
mail order contract for individual stores, Internet document delivery systems,
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national moving preparation program, direct access to packing supplies, audio
visual training, electronic car/truck rental, national television advertising,
auto club, video conferencing, bar-coded luggage national pick-up program,
advertising revenues directly from carriers.
This value-added Network with the goal of revitalizing the private postal
industry and positioning itself for additional acquisitions within the
transportation industry that benefit its members' collective strength.
IMAGES DESIGN AND MARKETING: In 1994, management acquired an advertising agency,
Images Design & Marketing. This agency is the in-house marketing and promotional
department of the Company. Images occupies space in the same building that the
Company leases. By utilizing this arrangement, management expects to achieve
substantial cost savings on its promotional programs and marketing support of
its other subsidiaries. Management expects to reduce the cost of development of
marketing and promotional programs for the Business Centers, thereby
inexpensively maximizing promotion of the Universal Express and the PBC names
and trademarks.
Management expects to reduce advertising expenditures for PBC Network Members
through group buying discounts and eliminating the "agency commissions" paid to
an ad agency by printers and sources of media. Typically, printers of
promotional material and media outlets such as newspapers, magazines and radio
escalate costs more for infrequent users.
UNIQUENET: In 1996, the Company launched its venture called UniqueNet. UniqueNet
is an interactive, specialty gifts Web Site on the Internet's WorldWide Web
(UniqueNet.Com). The Web Site will showcase the Company's line of distinctive
and "trendy" gifts. On-line visitors to the Web Site will be able to view,
select and purchase products through their personal computer using an on-line
order form or regular mail. A retail partner is presently being examined and
auction E-Commerce fulfillment may be originated from this site.
PACKAGING PLUS SERVICES
Packaging Plus Services, Inc. is the corrugated box subsidiary of USXP. A
manufacturing facility is being sought. The Company intends to be a full service
corrugated box manufacturer. Additionally, other equipment has been identified
and readied for purchase. The Company believes that this core business will lend
itself to expanding the customer base and "trim-out" a new and enhanced market.
The Company believes that the additional equipment and marketing effort will
enable Packaging Plus Services, Inc. to become a significant player in the
corrugated market.
PBC Network Stores use basic corrugated and because of their non-centralized
purchasing, they are forced to pay above market prices. Through the PBC Network,
the stores will be able to purchase through a centralized purchasing, thus
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lowering their costs and making their overall operations more competitive. This
would enable the Member to create a new market for customized boxes the Company
believes will help to expand their customer base and increase their market
share.
RESULTS OF OPERATIONS - THREE MONTHS
- ------------------------------------
THREE MONTHS ENDED DECEMBER 31, 1999, AS COMPARED TO THE THREE MONTHS ENDED
- ---------------------------------------------------------------------------
DECEMBER 31, 1998:
- ------------------
Three Months Ended
December 31,
1999 1998
---------- --------
REVENUES
Merchandise and Service Income $ -- 126,251
Ticket Sales 573,930 538,394
Delivery Services 821,627
--------
Total Revenues $1,395,577 664,665
Cost of Goods and Services $ 926,998 $326,536
========== ========
Universal Express, Inc. (USXP), is an integrated business service conglomerate.
Its principal subsidiaries and divisions include Skynet Worldwide Express and
the Private Postal Network.com (with two divisions, Postal Business Center
Network.com (PBC Network) and WorldPost Network.com), Manhattan Concierge,
Packaging Plus Services, Inc. (corrugated business), Images Design and
Marketing, and UniqueNet. During the three months ended December 31, 1999, the
Company's current business operations generated revenues of $1,395,557, as
compared with operating revenues from such businesses of $664,665 for the same
three month period in 1998, an increase of 110%.
Ticket sales for Manhattan Concierge for the 1999 second quarter were 573,930 as
compared with 538,394 for the same period of 1998.
Delivery service revenues for the 1999 second quarter of $821,627 arose from the
operations of Skynet Worldwide Express. For the six month period, such delivery
service revenues were $1,772,304.
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LIQUIDITY AND CAPITAL RESOURCES - FOR THE FIRST AND SECOND
QUARTER 1999
The net proceeds from new loans and investments in the Company was approximately
$1,498,750. Approximately $1,358,228 was used in its operating activities.
Common stock in the amount of approximately $389,954 was issued for services
rendered.
Until the PBC Network.com is fully operational, the Company faces a situation
whereby it needs to raise additional cash in the near future. Management is
continuing efforts to raise cash by arranging lines of credit and obtaining
additional equity. The Company's future business operation will require
additional capital.
Management continues to explore methods to increase working capital through
subordinated debt and additional equity infusions, as well as possible
acquisitions.
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
-----------------
The Company is also involved in a number of old lawsuits with vendors and
suppliers and claims for fees of certain professionals. These claims are all
disputed by the Company. The Company believes that the 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
--------------------------------
(A) EXHIBITS
--------
10.0 Talk Visual Contract
27.1 Financial Data Schedule
(B) REPORTS ON FORM 8-K: None
------------------------
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SIGNATURES
- -----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNIVERSAL EXPRESS, INC.
/S/RICHARD A. ALTOMARE
-------------------------------
Richard A. Altomare, President
and Chairman of the Board.
Dated: February 20, 2000
3
LETTER OF AGREEMENT
TO: Richard Altomare
FR: Gene Rosov
RE: Agreement for SkyNet Videocalling Development
Thank you for our discussions concerning the deployment of Talk Visual's
videocalling equipment package into the SkyNet network of worldwide locations.
Based on our discussions, the following represents our agreement for proceeding
to fit out two hundred SkyNet network locations with our most cost-effective
videocalling package to be used as a ten-site trial.
1. LOCATIONS: You will choose the 200 appropriate locations We
understand that you will choose key venues in Latin America, which
you believe will produce the greatest volume of videocall traffic.
2. PACKAGE: We will provide you with ISDN video-codecs from Motion Media
(the MM225) and, if and only if necessary, a computer for running our
software if the location does not have a computer available. The
tracking software will be provided as part of the package at no
additional cost. The location itself will provide the necessary
television (a 25" or 27" TV is preferred). In addition, if possible,
the location will provide a VCR. It must also provide a 128K ISDN
dial-up line (generally delivered as two 64K circuits). As discussed,
ANY existing regular analog line can be "converted" by the local
telco to an ISDN facility, usually at very modest incremental charge.
We will provide all set-up guidance at no cost.
3. PAYMENT: You agree to pay five thousand dollars ($5,000) to purchase
TEN Motion Media ISDN Telephones. These ten will be installed
immediately in mutually chosen venues. For each additional
installation beyond the first ten, the SkyNet location itself must
commit to a low-cost lease program of approximately $100 down and
between $50 and $100 monthly, depending upon the equipment
configuration chosen. Any profit on the lease arrangements will be
split equally between us.
4. TIMING: We agree to provide the TEN Motion Media Telephones within
five (5) days of receipt of your payment.
5. DEPLOYMENT AND PROMOTION: We will jointly arrange for presentation of
the program to your locations, and for shipment direct to them. We
will work closely with you to promote business and consumer
videocalling between the target cities/countries and other worldwide
locations, with an especial focus on the U.S.A. and locations here in
Miami. We will produce a promotional mailing for use by your Latin
American locations, and work closely with SkyNet to create a
successful mailing piece and ongoing product promotion. We will
obtain significant Spanish-language press coverage here in the United
States.
<PAGE>
6. PRESS INFORMATION: We will produce a press release today (attached)
announcing our venture and will provide it for your editing prior to
any issuance. As we are planning this release for today, Thursday,
February 17, 2000, we will remain in close contact with you.
We truly appreciate your enthusiasm for this project. I am personally looking
forward to working to working closely with you on this. This comes with my vest
best regards and appreciate for your valued perspective and partnership.
Signed for Talk Visual Corporation: Signed for USXP/SkyNet:
/S/ /S/
- --------------------------------------------- ------------------------
Eugene A. Rosov, Pres/CEO Richard Altomare, Chairman
USXP
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