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
      quarterly period ended August 1, 2008





Commission
      File Number 0-13039








UNIVERSAL
      SERVICES GROUP, INC.


(Exact
      name of registrant as specified in its charter)





Delaware
            62-1133652(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





P.O.
                Box 1355Englewood
                Cliffs, New Jersey
            11580(Address
                of principal executive offices)
            (Zip
                code)





Registrant's
      telephone number, including area code:   201-634-8700




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 xNO o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). YES xNO o




As
      of
      September 16, 2008, 5,354,375 shares of common stock par value, $.06 per share
      were outstanding.









UNIVERSAL
      SERVICES GROUP, INC.





FORM
      10-QSB





QUARTERLY
      REPORT


For
      the
      Period Ended August 1, 2008





INDEX





Part
                I:
            FINANCIAL
                INFORMATION
            3Item
                1:
            Financial
                Statements
            3Item
                2:
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12Item
                3:
            Controls
                and Procedures
            13Part
                II:
            OTHER
                INFORMATIONItem
                1:
            Legal
                Proceedings
            14Item
                2:
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            14Item
                3:
            Default
                upon Senior Securities
            14Item
                4:
            Submission
                of Matters to Vote of Security Holders
            14Item
                5:
            Other
                Information
            14Item
                6:
            Exhibits
            14SIGNATURES
            
            15







**FORWARD-LOOKING
      STATEMENTS**





Except
      for historical information, the statements contained in this Form 10-QSB are
      "forward looking" statements about our expected future business and financial
      performance. These statements, which appear throughout this Form 10-QSB, include
      statements as to our intent, belief or current expectations or projections
      with
      respect to our future operations, performance or financial position, involve
      known and unknown risks, including, among others, risks resulting from economic
      and market conditions, forecasting accuracy in our business plan and projected
      costs. We are subject to these and many other uncertainties and assumptions
      contained elsewhere in this Form 10-QSB.





We
      base
      our forward-looking statements on information currently available to us, and
      we
      assume no obligation to update forward-looking statements, except as otherwise
      required under the applicable federal securities laws. Our actual operating
      results and financial performance may prove to be very different from what
      we
      have predicted as of the date hereof due to certain risks and uncertainties.
      Accordingly, you are cautioned not to place too much relevance on such
      forward-looking statements, which speak only as of the date made.




**Part
      I Financial Information**





**Item
      1.**  **Financial Statements.**




**Universal
      Services Group, Inc**





**Index**




Part
      1
      Financial Information





Page NumberItem
                1 Financial StatementBalance
                Sheet as of August 1, 2008
            
            4Statements
                of Operations for the three and nine months ended August 1, 2008
                and
                2007
            
            5Statement
                of Stockholders' Deficit for the nine months ended August 1,
                2008
            
            6Statements
                of Cash Flows for the nine months ended August 1, 2008 and
                2007
            
            7Notes
                to Financial Statements
            
            6 -
                11










**Universal
      Services Group, Inc.**


**Balance
      Sheet (Unaudited)**


**August
      1, 2008**





**Assets:**Current
                AssetsCash
            
            $
            95Total
                Assets
            
            $
            95**Liabilities:**Current
                LiabilitiesNote
                Payable-Related Party
            
            $
            98,927Accounts
                Payable
            
            
            56,141Total
                Current Liabilities
            
            
            155,068Non
                Current Liabilities:Notes
                Payable-Related Party
            
            
            719,995Total
                Liabilities
            
            
            875,063Commitments
                & Contingencies**Stockholders'
                Deficit**Common
                Stock-$.06 Par Value
              50,000,000
                Shares Authorized, 5,354,375 Shares Issued and Outstanding
            
            
            321,232Additional
                Paid in Capital
            
            
            322,097Accumulated
                Deficit
            
            
            (1,518,297
            )Total
                Stockholders' Deficit
            
            
            (874,968
            )Total
                Liabilities & Stockholders' Deficit
            
            $
            95





See
      Notes
      to Financial Statements


4





**Universal
      Services Group, Inc.**


**Statements
      of Operations (Unaudited)**


**For
      the Three and Nine Months Ended August 1, 2008 and 2007**





**Three**
            
            **Nine**
            
            **Three**
            
            **Nine****Months**
            
            **Months**
            
            **Months**
            
            **Months****Ended**
            
            **Ended**
            
            **Ended**
            
            **Ended****August 1, 2008**
            
            **August 1, 2007****Revenues**
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0**Expenses:**General
                and Administrative Expenses
            
            $
            12,718
            
            $
            41,324
            
            $
            35,430
            
            $
            35,430Total
                Expenses
            
            
            12,718
            
            
            41,324
            
            
            35,430
            
            
            35,430Net
                Loss
            
            $
            (12,718
            )
            $
            (41,324
            )
            $
            (35,430
            )
            $
            (35,430
            )Net
                Loss per Share - Basic and Diluted
            
            $
            (0.00
            )
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )Weighted
                Average Number of Shares Outstanding:
            
            
            5,354,375
            
            
            5,354,375
            
            
            5,354,375
            
            
            5,354,375Basic
                and Diluted





See
      Notes
      to Financial Statements


5





**Universal
      Services Group, Inc.**


**Statement
      of Stockholders' Deficit (Unaudited)**


**For
      the Nine Months Ended August 1, 2008**





Additional
            
            
            
            TotalCommon
                Stock
            
            Paid-in
            
            Accumulated
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Deficit
            
            DeficitBalance-November
                1, 2007
            
            
            5,354,375
            
            $
            321,232
            
            $
            322,097
            
            $
            (1,476,973
            )
            $
            (833,644
            )Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            (41,324
            )
            
            (41,324
            )Balance-August
                1, 2008
            
            
            5,354,375
            
            $
            321,232
            
            $
            322,097
            
            $
            (1,518,297
            )
            $
            (874,968
            )





See
      Notes
      to Financial Statements


6





**Universal
      Services Group, Inc.**


**Statements
      of Cash Flows (Unaudited)**


**For
      the Nine Months Ended August 1, 2008 and 2007**





**Nine**
            
            **Nine****Months**
            
            **Months****Ended**
            
            **Ended****August 1, 2008**
            
            **August 1, 2007**Cash
                Flow from Operating ActivitiesNet
                Loss
            
            $
            (41,324
            )
            $
            (35,430
            )Adjustments
                to ReconcileNet
                Loss to Net Cash Used inOperating
                ActivitiesInterest
                Accrued
            
            
            3,436
            
            
            0Increase
                (Decrease) in LiabilitiesAccounts
                Payable
            
            
            8,048
            
            
            35,430Accrued
                Expenses
            
            
            (2,320
            )
            
            0Total
                Adjustments
            
            
            9,164
            
            
            35,430Net
                Cash Used in Operating Activities
            
            
            (32,160
            )
            
            0Cash
                Flow from Financing ActivitiesAdvances
                from Related Party
            
            
            32,255
            
            
            0Cash
                Provided by Financing Activities
            
            
            32,255
            
            
            0Net
                Increase in Cash
            
            $
            95
            
            $
            0Cash
                - Beginning of Year
            
            
            0
            
            
            0Cash
                - End of Period
            
            $
            95
            
            $
            0Supplemental
                Disclosures of Cash Flow InformationCash
                Paid during Year for: Interest
            
            $
            0
            
            $
            0Taxes
            
            
            0
            
            
            0





See
      Notes
      to Financial Statements




7




**Universal
      Services Group, Inc**


**Notes
      to Financial Statements**


**August
      1, 2008**


( **Unaudited)**





**[1]
      THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





Universal
      Services Group, Inc (the “Company”) was incorporated in the state of Delaware on
      February 27, 1984. The Company has been dormant for many years but began the
      process of reactivation in June 2007, and is now in the process of seeking
      new
      business opportunities.





The
      accompanying interim unaudited financial statements and related notes have
      been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial statements and with the rules
      and
      regulations under S-B of the Securities and Exchange Commission for Form 10QSB.
      Certain information and footnote disclosures normally included in financial
      statements prepared in accordance with accounting principles generally accepted
      in the United States of America have been omitted. This form 10-QSB should
      be
      read in conjunction with the Company’s financial statements and notes included
      in the 2007 Annual Report on Form 10KSB. In the opinion of management, all
      material adjustments, consisting of normal recurring adjustments, considered
      necessary for a fair presentation, have been included in the accompanying
      unaudited financial statements. Interim results are not necessarily indicative
      of the results for a full year.





Income
      Taxes – The Company accounts for income taxes using the liability method which
      requires the recognition of deferred tax assets or liabilities for the temporary
      differences between financial reporting and tax bases of the Company’s assets
      and liabilities and for tax carry forwards at enacted statutory rates in effect
      for the years in which the differences are expected to reverse. The effect
      on
      deferred taxes of a change in tax rates is recognized in income in the period
      that includes the enactment date. In addition, valuation allowances are
      established when necessary to reduce deferred tax assets to the amounts expected
      to be realized.





Earnings
      per Share – Basic net loss per share is computed by dividing net loss for the
      period by the weighted average number of common shares outstanding during the
      period. Diluted net loss per share is computed by dividing the net loss for
      the
      period by the weighted average number and any potentially dilutive shares
      outstanding during the period. There were no potentially dilutive securities
      outstanding for the three and nine months ended August 1, 2008 and
      2007.





Use
      of
      Estimates – The preparation of financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and the disclosure of contingent assets and
      liabilities at the date of the financial statements and revenues and expenses
      during the reporting period. Actual differences may differ from these estimates.





8




**Universal
      Services Group, Inc**


**Notes
      to Financial Statements**


**August
      1, 2008**


( **Unaudited)**





**(2)
      NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED**





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* .
      SFAS
      No. 157 provides enhanced guidance for using fair value to measure assets and
      liabilities and also expands information about the extent to which companies
      measure assets and liabilities at fair value, the information used to measure
      fair value, and the effect of fair value measurements on earnings. SFAS No.
      157
      applies whenever other accounting standards require or permit assets and
      liabilities to be measured at fair value and does not expand the use of fair
      value in any new circumstances. SFAS No. 157 is effective for financial
      statements issued for fiscal years beginning after November 15, 2007. In
      February 2008, the FASB issued FASB Staff Positions (“FSP”) 157-1, which amends
      SFAS 157 to remove leasing transactions accounted for under SFAS 13, “Accounting
      for Leases” and FSP 157-2 delays the effective date of SFAS No. 157 for all
      nonrecurring fair value measurements of nonfinancial assets and nonfinancial
      liabilities until fiscal years beginning after November 15, 2008. The Company
      is
      currently assessing the impact of SFAS No. 157 and FSP 157-2 and will adopt
      this
      standard at the beginning of the fiscal year ending in November 2009.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities – Including an
      amendment of FASB Statement No. 115* (‘‘SFAS
      No. 159’’). SFAS No. 159 permits entities to choose to measure eligible items at
      fair value at specified election dates and report unrealized gains and losses
      on
      items for which the fair value option has been elected in earnings at fiscal
      year ends. SFAS No. 159 is effective for fiscal years beginning after November
      15, 2007. Accordingly, SFAS No. 159 will be adopted commencing in the Company’s
      fiscal year ending in November 2009. The Company is currently assessing the
      impact of SFAS No. 159. The Company does not expect the adoption of SFAS No.
      159
      to have a material impact on their financial statements.





In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), *Business
      Combinations* (“SFAS
      141R”).  SFAS 141R provides additional guidance on improving the relevance,
      representational faithfulness, and comparability of the financial information
      that a reporting entity provides in its financial reports about a business
      combination and its effects.  SFAS 141R applies prospectively to business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning after December 15, 2008. The
      Company is in the process of evaluating the effect that the adoption of this
      standard will have on the Company’s financial statements.





In
      December 2007, the FASB issued SFAS No. 160 *,
      Noncontrolling Interests in Consolidated Financial Statements “SFAS
      160)* . 
      SFAS 160 applies to all entities that prepare consolidated financial statements
      and have an outstanding noncontrolling interest in one or more
      subsidiaries.  SFAS 160 amends ARB No. 51 to establish accounting and
      reporting standards for the noncontrolling interest in a subsidiary and for
      the deconsolidation
      of a subsidiary.  SFAS 160 is effective for fiscal years beginning after
      December 15, 2008.  The Company is in the process of evaluating the
      effect that the adoption of this standard will have on the Company’s financial
      statements.





9


**Universal
        Services Group, Inc**
 **Notes
        to Financial Statements**
 **August
        1, 2008**
 ( **Unaudited)**


**[3]
      GOING CONCERN**





On
      August
      1, 2008, the company has assets of $95, current liabilities of $155,068,
      negative working capital of $154,973 and a stockholder’s deficit of $874,968.
      These factors raise substantial doubt about the Company’s ability to operate as
      a going concern.





The
      Company does not have the financial ability to pay its remaining liabilities
      or
      provide working capital for any new business venture. Accordingly, any new
      business venture will require the company to raise additional capital to meet
      its then necessary financial requirements.




**[4]
      RELATED PARTY TRANSACTIONS**





At
      August
      1, 2008 notes payable to related party consists of notes plus accrued interest
      through November 1, 1994, due to the Chairman of the Company. The original
      note
      agreements have been amended and restated at November 1, 2007 on substantially
      identical terms. The indebtedness is secured by all Company assets, carries
      interest at prime, and is payable with accrued interest on December 31, 2009,
      as
      amended on March 1, 2008.





No
      interest expense on officer’s notes has been reflected in the accompanying
      financial statements for the three and nine months ended August 1, 2008 and
      2007. The Chairman has waived interest through August 1, 2008. The total amount
      of interest waived during the three and and nine months ended August 1, 2008
      is
      $9,000 and $32,200, respectively.




The
      amounts reflected as Note Payable-Related Party in Current Liabilities at August
      1, 2008 include payments for operating expenses made on behalf of the Company,
      by a company in which the Chairman of the Board is a manager. The note dated
      October 29, 2007 is due on demand and bears interest at the current prime rate,
      beginning November 1, 2007. Interest for the three and nine months ended August
      1, 2008 of $1,153 and $3,436, respectively, has been accrued and added to the
      outstanding balance and is included in general and administrative expenses
      in
      the statement of operations.




**[5]
      INCOME TAXES**




The
      Company is currently not compliant with all required federal and state tax
      filings. It is currently in the process of preparing the required tax returns
      for filing to bring the company into compliance.





10


**Universal
        Services Group, Inc**
 **Notes
        to Financial Statements**
 **August
        1, 2008**
 ( **Unaudited)**





**[5]
      Income Taxes (Continued)**





The
      Company has adopted FASB Interpretation No. 48 ("Fin 48") "Accounting for
      Uncertainly in Income Taxes-an interpretation of FASB statement No.
      109." effective November 2, 2007. Fin 48 requires companies to determine
      whether it is “more likely than not” that a tax position will be sustained upon
      examination by the appropriate authorities before any tax benefit can be
      recorded in the financial statements. It also provides guidance on recognition,
      measurement, classification and disclosure in the financial statements for
      uncertain tax positions taken or expected to be taken in a tax return. The
      adoption of Fin 48 has had no effect on the Company’s financial statements. The
      Company has determined that there are no unrecognized tax liabilities/benefits
      at the adoption date of November 2, 2007 and as of August 1, 2008, and there
      have been no income tax related interest or penalties accrued in the three
      and
      nine months ended August 1, 2008 and 2007.





The
      Company policy is to charge penalty and interest to operations as a component
      of
      the provision for income taxes, when assessed, if actually due. At August 1,
      2008, the Company has the past fifteen years tax returns open for examination,
      since they are not yet filed.





As
      of
      August 1, 2008, components of deferred tax assets were as follows:





Net
                operating loss carry forwards
            
            $
            102,000Valuation
                Allowance
            
            
            (102,000
            )Net
                Deferred tax asset
            
            
            0





As
      of
      August 1, 2008, the Company determined that the deferred tax assets of $102,000
      would not be realized and, accordingly a valuation allowance of $102,000 has
      been provided.





As
      of
      August 1, 2008 the Company has net operating loss carry forwards of
      approximately $290,000 which are available to offset future taxable income
      through 2028.





11




**Item
      2. Management's Discussion and Analysis or Plan of
      Operations.**





**Introduction**





Universal
      Services Group, Inc. (formerly known as Reprotech, Inc.) was incorporated on
      February 27, 1984 under the laws of the State of Delaware (the “Company”). The
      Company, through its wholly-owned subsidiaries, General Industrial Technologies,
      Inc. and Data Sciences Incorporated (collectively, the “Subsidiaries”), was
      engaged in the business of providing temporary and permanent technical personnel
      such as engineers, designers, data processing, computer-aided design drafting
      specialists and architects.





On
      August
      30, 1993, the Company entered into a sales agreement in which it sold
      substantially all or all of its fixed, prepaid and intangible assets (including
      assets owned by the Subsidiaries) to Lehigh-GIT, Inc., an affiliate of Nesco
      Services Company (the “Transaction”) for $600,000 and an amount of up to
      $1,000,000 more, contingent upon the purchaser’s future profits. Of the $600,000
      purchase price, $75,000 was paid to the Company and $525,000 was escrowed for
      tax liens and claims of government agencies against the Subsidiaries for payroll
      tax arrearages. Subsequently, after the closing of the Transaction, the Company
      wound down its operations and ceased any and all business activities with the
      expectation to apply the contingent sales proceeds, if any, to satisfy a portion
      of the remaining liabilities of the Company. The Subsidiaries are no longer
      active and have been administratively dissolved by their respective states
      of
      incorporation.




12





**Results
      of Operations**





The
      Company has not conducted any business operations since 1993. The
      Company generated no revenue for the three month periods ended August
      1,
      2008 and 2007. Total expenses decreased by $22,712 for the three months and
      increased by $5,894 for the nine months ended August 1, 2008 to $12,718 and
      $41,324 in selling, general and administrative expenses for the three and nine
      month periods ended August 1, 2008, respectively, from $35,430 for both the
      three and nine month periods ended August 1, 2007. This change was due to the
      timing of expenses incurred in the Company’s election to resume its compliance
      with the Company’s reporting requirements under rules and regulations of the
      U.S. Securities and Exchange Commission while it continues to seek a new
      business venture.




**Liquidity
      and Capital Resources**





As
      the
      Company no longer has operations on a going forward basis, the Company will
      no
      longer have revenues, but may have expenses while it seeks a new business
      venture. The Company has an administrative headcount of one.





The
      Company may rely on short-term advances from parties affiliated with Mr.
      Halpern, our sole director and Chief Executive Officer, to finance any cash
      requirements while seeking a new business venture. As of March 1, 2008, the
      Company and Colin Halpern, our Chairman and Chief Executive Officer, amended
      the
      two promissory notes entered into by and between the Company and Mr. Halpern
      on
      November 1, 2007, by extending the maturity date of such notes from December
      31,
      2008 to December 31, 2009. The notes will continue to bear interest at the
      prime
      rate and are secured by all of the assets of the Company.





On
      August
      1, 2008, the Company has assets of $95, current liabilities of $155,068,
      negative working capital of $154,973 and a stockholder’s deficit of $874,968.
      These factors raise substantial doubt about the Company’s ability to operate as
      a going concern.





The
      Company does not have the financial ability to pay its remaining liabilities
      or
      provide working capital for any new business venture. Accordingly, any new
      business venture will require the Company to raise additional capital to meet
      its then necessary financial requirements.





**Item
      3. Controls and Procedures.**





The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the Company’s reports under the
      Securities Exchange Act of 1934, as amended. The Company carried out an
      evaluation, under the supervision, and with the participation, of the Company’s
      Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness
      of the Company’s disclosure controls and procedures as of the quarterly period
      ended covered by this report. Based on the foregoing, the Company’s Chief
      Executive Officer and Acting Chief Financial Officer concluded that the
      Company’s disclosure controls and procedures were effective as of such date.
      There have been no significant changes during such period in the Company’s
      internal control over financial reporting or in other factors that could
      significantly affect the internal control over financial reporting.





13




The
      Company is currently not compliant with all required federal and state tax
      filings. It is currently in the process of preparing the required tax returns
      for filing to bring the company into compliance.




**Part
      II OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





Currently,
      the Company is not a party to any litigation or governmental proceedings that
      management believes would result in judgments or fines that would have a
      material adverse effect on the Company.




**Item
      2. Unregistered Sale of Equity Securities and Use of
      Proceeds.**





None.





**Item
      3.**  **Defaults Upon Senior Securities.**





None.





**Item
      4. Submission of Matters to Vote of Securities Holders.**





No
      matters were submitted to a vote of the holders of the Company's common stock
      during the quarterly period covered by this report.





**Item
      5.**  **Other Information.**





Not
      Applicable.





**Item
      6. Exhibits.**





(a)
      Exhibits





None.





(b)
      Reports on Form 8-K





None.




31.1
            Certification
                of Chief Executive Officer and Acting Chief Financial
                Officer




32.1
            Section
                906 Certification




14




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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
                SERVICES GROUP, INC.By:
                /s/Colin HalpernColin
                Halpern, Chairman and
              Chief
                Executive OfficerDate:
                September 22, 2008




15