UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-Q





x Quarterly Report
Pursuant to Section 13 or 15(d)


of the
Securities Exchange Act of 1934





For the
quarterly period ended February 1, 2009




o







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




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.                           x Yes  ̈ No
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer    ̈ (Do not check if
      a smaller reporting company)
              Smaller
      reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 xYes  ̈ No
 
 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
 Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
  ̈ Yes  ̈ No
  SEC
      1296 (02-08)
                Potential
      persons who are to respond to the collection of information contained in
      this form are not required to respond unless the form displays a currently
      valid OMB control
number.




March 23








UNIVERSAL
SERVICES GROUP, INC.





FORM
10-Q





QUARTERLY
REPORT


For the
Period Ended February 1, 2009





INDEX





Part
      I:
                        
                        FINANCIAL
      INFORMATION
                        
                        3Item
      1:
                        
                        Financial
      Statements
                        
                        3Item
      2:
                        
                        Management's
      Discussion and Analysis of Financial Condition and
      Results of Operations
                        
                        4Item
      3:
                        
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        
                        6Item
      4T:
                        
                        Controls
      and Procedures
                        
                        6Part
      II:
                        
                        OTHER
      INFORMATION
                        
                        6Item
      1:
                        
                        Legal
      Proceedings
                        
                        6Item
      2:
                        
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        
                        6Item
      3:
                        
                        Defaults
      upon Senior Securities
                        
                        6Item
      4:
                        
                        Submission
      of Matters to Vote of Security Holders
                        
                        6Item
      5:
                        
                        Other
      Information
                        
                        6Item
      6:
                        
                        Exhibits
                        
                        6SIGNATURES
                        
                        
                        
                        8


2


FORWARD-LOOKING
STATEMENTS




Except
for historical information, the statements contained in this Form 10-Q are
"forward looking" statements about our expected future business and financial
performance. These statements, which appear throughout this Form 10-Q, 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-Q.




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




Page NumberPart
      1
                                          
                                          Financial
      InformationItem
      1
                                          
                                          Financial
      StatementBalance
      Sheets as of February 1, 2009 and November 1, 2008
                                          
                                          F-1Statements
      of Operations for the three months ended February 1, 2009 and
      2008
                                          
                                          F-2Statement
      of Stockholders' Deficit for the three months ended February 1,
      2009
                                          
                                          F-3Statements
      of Cash Flows for the three months ended February 1, 2009
      and  2008
                                          
                                          F-4Notes
      to Financial Statements
                                          
                                          F-5-F-9


3





Universal
Services Group, Inc.


Balance
Sheets


February
1, 2009 and November 1, 2008





February
      1,
                            
                            
                            November
      1,2009
                            
                            
                            2008(Unaudited)
                            
                            
                            (Audited)Assets:Current
      AssetsCash
                            
                            $
                            280
                            
                            
                            $
                            50Total
      Assets
                            
                            $
                            280
                            
                            
                            $
                            50Liabilities:Current
      LiabilitiesNote
      Payable-Related Party
                            
                            $
                            152,492
                            
                            
                            $
                            143,492Accounts
      Payable
                            
                            
                            47,243
                            
                            
                            
                            51,984Accrued
      Expenses
                            
                            
                            6,955
                            
                            
                            
                            5,579Total
      Current Liabilities
                            
                            
                            206,690
                            
                            
                            
                            201,055Non
      Current Liabilities:Notes
      Payable-Related Party
                            
                            
                            719,995
                            
                            
                            
                            719,995Total
      Liabilities
                            
                            
                            926,685
                            
                            
                            
                            921,050Commitments
      & ContingenciesStockholders'
      DeficitCommon
      Stock-$.06 Par Value 50,000,000 Shares Authorized, 5,354,375 Shares
      Issued and Outstanding
                            
                            
                            321,232
                            
                            
                            
                            321,232Additional
      Paid in Capital
                            
                            
                            322,097
                            
                            
                            
                            322,097Accumulated
      Deficit
                            
                            
                            (1,569,734
                            )
                            
                            
                            (1,564,329
                            )Total
      Stockholders' Deficit
                            
                            
                            (926,405
                            )
                            
                            
                            (921,000
                            )Total
      Liabilities & Stockholders' Deficit
                            
                            $
                            280
                            
                            
                            $
                            50





See Notes
to Financial Statements


F-1





Universal
Services Group, Inc.


Statements
of Operations (Unaudited)


For
the Three Months Ended February 1, 2009 and 2008





2009
                  
                  
                  2008Revenues
                  
                  $
                  0
                  
                  
                  $
                  0Expenses:General
      and Administrative Expenses
                  
                  
                  5,405
                  
                  
                  
                  9,199Total
      Expenses
                  
                  
                  5,405
                  
                  
                  
                  9,199Net
      Loss
                  
                  $
                  (5,405
                  )
                  
                  $
                  (9,199
                  )Net
      Loss per Share - Basic and Diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Number of Shares Outstanding:
                  
                  
                  5,354,375
                  
                  
                  
                  5,354,375Basic
      and Diluted





See Notes
to Financial Statements


F-2


Universal
Services Group, Inc.


Statement
of Stockholders' Deficit (Unaudited)


For
the Three Months Ended February 1, 2009





Additional
                
                
                
                
                
                TotalCommon
      Stock
                
                
                Paid-in
                
                
                Accumulated
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                DeficitBalance-November
      1, 2008
                
                
                5,354,375
                
                
                $
                321,232
                
                
                $
                322,097
                
                
                $
                (1,564,329
                )
                
                $
                (921,000
                )Net
      Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (5,405
                )
                
                
                (5,405
                )Balance-February
      1, 2009
                
                
                5,354,375
                
                
                $
                321,232
                
                
                $
                322,097
                
                
                $
                (1,569,734
                )
                
                $
                (926,405
                )





See Notes
to Financial Statements


F-3





Universal
Services Group, Inc.


Statements
of Cash Flows (Unaudited)


For
the Three Months Ended February 1, 2009 and 2008





2009
                                    
                                    
                                    2008Cash Flow from Operating
      ActivitiesLoss
      from Operations
                                    
                                    $
                                    (5,405
                                    )
                                    
                                    $
                                    (9,199
                                    )Adjustments
      to ReconcileNet
      Loss to Net Cash Used inOperating
      ActivitiesInterest
      Accrued
                                    
                                    
                                    1,376
                                    
                                    
                                    
                                    1,172Increase (Decrease) in
      LiabilitiesAccounts
      Payable
                                    
                                    
                                    (4,741
                                    )
                                    
                                    
                                    8,027Total
      Adjustments
                                    
                                    
                                    (3,365
                                    )
                                    
                                    
                                    9,199Net
      Cash Used in Operating Activities
                                    
                                    
                                    (8,770
                                    )
                                    
                                    
                                    0Net
      Cash Provided by Financing ActivitiesProceeds
      from Note Payable-Related Party
                                    
                                    
                                    9,000Net
      Cash Provided by Financing Activities
                                    
                                    
                                    9,000
                                    
                                    
                                    
                                    0Net
      Increase in Cash
                                    
                                    $
                                    230
                                    
                                    
                                    $
                                    0Cash
      - Beginning of Year
                                    
                                    
                                    50
                                    
                                    
                                    
                                    0Cash
      - End of Period
                                    
                                    $
                                    280
                                    
                                    
                                    $
                                    0Supplemental
      Disclosures of Cash Flow InformationCash
      Paid during Year for:Interest
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    0Taxes
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0





See Notes
to Financial Statements


F-4




Universal
Services Group, Inc
 Notes
to Financial Statements
 February
1, 2009
 
 [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 principals generally accepted in the
United States of America for interim financial statements and with the
instructions to Form 10Q and Rule 8-03. 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-Q should be read in conjunction with the
Company’s financial statements and notes included in the 2008 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. The
balance sheet at November 1, 2008 have been derived from the audited financial
statements at that date.
 
 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.
 
 Loss 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 year.
There were no potentially dilutive securities outstanding for the three months
ended February 1, 2009 and 2008.
  F-5
  Universal
Services Group, Inc
 Notes
to Financial Statements
 February
1, 2009
 
 Use of Estimates – The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States 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 results may differ
from these estimates.
 
 NEW
ACCOUNTING PRONOUNCEMENTS
 
 Effective
November 2, 2008 the Company adopted SFAS No. 157 "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value measurements.  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", FSP 157-2, which deferred the effective date of SFAS 157 for all
nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis to
fiscal years beginning after November 15, 2008 and FSP 157-3, which clarifies
the application of SFAS 157 in a market that is not active and illustrates
considerations in determining the fair value of a financial asset when the
market for the financial asset is not active. The adoption of SFAS 157 and FSP
157-3 has had no effect on the Company’s financial statements. The Company is
currently assessing the impact FSP 157-2 and will adopt this standard at the
beginning of the fiscal year ending on November 1, 2010.
 
 Effective
November 2, 2008 the Company adopted 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. The Company has currently chosen not to
elect the fair value option for any items that are not already required to be
measured at fair value in accordance with accounting principles generally
accepted in the United States.
 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.
  F-6
  Universal
Services Group, Inc
 Notes
to Financial Statements
 February
1, 2009
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  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 non
controlling 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.
 
 In May
2008, the FASB issued Statement No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). The new standard is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. Prior to the issuance of SFAS
162, GAAP hierarchy was defined in the American Institute of Certified Public
Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles. SAS
69 has been criticized because it is directed to the auditor rather than the
entity. SFAS 162 addresses these issues by establishing that the GAAP hierarchy
should be directed to entities because it is the entity, not its auditor that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective November 15, 2008.
The adoption of this standard has had no effect on the financial
statements.
 
 [2]
              GOING
      CONCERN
  On
February 1, 2009, the Company has cash of $280, current liabilities of $206,690,
negative working capital of $206, 410 and a stockholder’s deficit of $926,405.
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.
  F-7
  Universal
Services Group, Inc
 Notes
to Financial Statements
 February
1, 2009
 
 [3]
              RELATED
      PARTY TRANSACTIONS
  At
February 1, 2009 and November 1, 2008, notes payable to related party consisted
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 March 2009 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, 2010.
  No
interest expense on officer’s notes has been reflected in the accompanying
financial statements for the quarters ended February 1, 2009 and 2008. The
Chairman has waived interest from November 1, 1994 through February 1, 2009. The
total amount of interest waived during the quarters ended February 1, 2009 and
2008 is $6,750 and $13,350, respectively.
 
 The amounts reflected as Note
Payable-Related Party in Current Liabilities at February 1, 2009 and November 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. The
prime rate was 3.25% at February 1, 2009.  Interest through November
1, 2007 had been waived by the related party. Interest through February 1, 2009
and 2008 has been charged to operations on the accompanying financial statements
and is included in accrued expenses at February 1, 2009 and November 1, 2008,
respectively.
 
 [4]
              INCOME
      TAXES
 
 The Company has adopted FASB
Interpretation No. 48 (“Fin 48”) “Accounting for Uncertainty 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 February 1, 2009 and November 1, 2008, and there have been no income tax
related interest or penalties accrued for the quarters ended February 1, 2009
and 2008.
 
 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 February 1, 2009, the Company has the past
fifteen years tax returns open for examination, since they are not yet
filed.
  F-8
  Universal
Services Group, Inc
 Notes
to Financial Statements
 February
1, 2009
 
 [4]
              INCOME TAXES(Continued)
 
 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.
  As of
February 1, 2009 and November 1, 2008, components of deferred tax assets were as
follows:
  February
      1
                
                
                November
      12009
                
                
                2008Net
      operating loss carry forwards
                
                $
                118,000
                
                
                $
                116,255Valuation Allowance
                
                
                (118,000
                )
                
                
                (116,255
                )Net
      Deferred tax asset
                
                
                0
                
                
                
                0
 As of
February 1, 2009 and November 1, 2008 realization of the Company’s deferred tax
assets of $118,000 and $116,255 was not considered more likely than not and,
accordingly a valuation allowance of $118,000 and $116,255 has been
provided.
 
 As of February 1, 2009 the Company has
operating loss carry forwards of approximately $340,000 which are available to
offset future taxable income through 2028.
 
 [5]
              COMMITMENTS
      AND CONTINGENCIES
 
 The Company has been party to various
claims and actions arising in the ordinary course of business.  In the
opinion of management, the amounts, if any, which may be awarded in connection
with these claims and actions would not be material to the Company’s financial
position.
  F-9




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.


4





Following
the Transaction, the Company remained as a registered company pursuant to the
Exchange Act of 1934, as amended (the “Act”) and the rules and regulations
promulgated thereunder by the SEC.  As of the date of the filing of
this quarterly report, it is the Company’s intention to locate and negotiate
with a business entity for the combination of that target company with
us.  The combination will normally take the form of a merger, stock
for stock exchange or stock for assets exchange.  In most instances
the target company will wish to structure the business combination to be within
the definition of a tax-free reorganization under Section 351 or Section 368 of
the Internal Revenue Code of 1986, as amended.  No assurances can be
given that we will be successful in locating or negotiating with any target
company.  We have remained in existence to provide a method for a
foreign or domestic private company to become a reporting company whose
securities are qualified for trading in the United States secondary
market.





No
assurance can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.  The Company currently has no business operations
and has an administrative headcount of one.





Results
of Operations





The
Company has not conducted any business operations since 1993. The
Company generated no revenue for the three month periods ended February
1, 2009 and 2008.  Total expenses decreased by $3,794 to $5,405 in
selling, general and administrative expenses for the three months ended February
1, 2009 from $9,199  for the three month period ended February 1,
2008.  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. In March 2009, 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 by extending the maturity date of such notes from December 31, 2009
to December 31, 2010.   The notes will continue to bear interest
at the prime rate and are secured by all of the assets of the
Company.





On
February 1, 2009, the Company has assets of $280, current liabilities of
$206,690, negative working capital of $206,410 and a stockholder’s deficit of
$926,405. 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.


5


Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk.





We do not
consider the effects of interest rate movements to be a material
risk to our financial condition.  We do not hold any derivative
instruments and do not engage in any hedging activities.





Item
      4T
            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 Rule
13a-15 of 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.





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.


6





(b)
      Reports on Form 8-KNone.31.1
                Certification
      of Chief Executive Officer and Acting Chief Financial
    Officer32.1
                Section
      906 Certification


7


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:  March
      23, 2009


8