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 February 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
      March 1, 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 February 1, 2008





INDEX




Part
                    I:
                FINANCIAL
                    INFORMATIONItem
                    1:
                Financial
                    StatementsItem
                    2:
                Management's
                    Discussion and Analysis of Financial Condition and Results of
                    Operations
                9Item
                    3:
                Controls
                    and Procedures
                10Part
                    II:
                OTHER
                    INFORMATION
                11SIGNATURES
                12









**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**




Page NumberPart
                1
            Financial
                InformationItem
                1
            Financial
                StatementBalance
                Sheet as of  February
                1, 2008
            1Statements
                of Operations for the three months ended
                February 1, 2008 and 2007
            2Statement
                of Stockholders' Deficit for the three months
                ended February 1, 2008
            3Statements
                of Cash Flows for the three months ended
                February 1, 2008 and 2007
            4Notes
                to Financial Statements
            5
                -
                8







**Universal
        Services Group, Inc.**
 **Balance
        Sheet (Unaudited)**
 **February
        1, 2008**
  **Assets:**Total
                  Assets
              
              $
              0**Liabilities:**Current
                  LiabilitiesNote
                  Payable-Related Party
              
              $
              64,408Accounts
                  Payable
              
              
              56,120Accrued
                  Expenses
              
              
              2,320Total
                  Current Liabilities
              
              $
              122,848Non
                  Current Liabilities:Notes
                  Payable-Related Party
              
              
              719,995Total
                  Liabilities
              
              $
              842,843Commitments
                  & 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
              
              
              (1,486,172
              )Total
                  Stockholders' Deficit
              
              $
              (842,843
              )Total
                  Liabilities & Stockholders' Deficit
              
              $
              0
 
 See
        Notes
        to Financial Statements
  1


**Universal
        Services Group, Inc.**
 **Statements
        of Operations (Unaudited)**
 **For
        the Three Months Ended February 1, 2008 and 2007**
 
 2008
              
              2007**Revenues**
              
              $
              0
              
              $
              0**Expenses:**General
                  and Administrative Expenses
              
              
              9,199
              
              
              0Total
                  Expenses
              
              $
              9,199
              
              $
              0Net
                  Loss before Taxes
              
              $
              (9,199
              )
              $
              0Less:Provision
                  for Income Taxes
              
              
              0
              
              
              0Net
                  Loss
              
              $
              (9,199
              )
              $
              0Net
                  Loss per Share - Basic and Diluted
              
              $
              (0.00
              )
              $
              0.00Weighted
                  Average Number of Shares Outstanding:
              
              
              5,354,375
              
              
              5,354,375Basic
                  and Diluted
  See
        Notes
        to Financial Statements
  2




**Universal
      Services Group, Inc.**


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


**For
      the Three Months Ended February 1, 2008**





Common
                Stock
            
            Additional
              Paid-in
            
            Accumulated
            
            Total
              Stockholders'Shares
            
            Amount
            
            Capital
            
            Deficit
            
            DeficitBalance-November
                1, 2007
            
            
            5,354,375
            
            $
            321,232
            
            $
            322,097
            
            $
            (1,476,973
            )
            $
            (833,644
            )Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            (9,199
            )
            
            (9,199
            )Balance-February
                1, 2008
            
            
            5,354,375
            
            $
            321,232
            
            $
            322,097
            
            $
            (1,486,172
            )
            $
            (842,843
            )


See
      Notes
      to Financial Statements




3




**Universal
        Services Group, Inc.**
 **Statements
        of Cash Flows (Unaudited)**
 **For
        the Three Months Ended February 1, 2008 and 2007**
 
 2008
              
              2007Cash
                  Flow from Operating ActivitiesLoss
                  from Operations
              
              $
              (9,199
              )
              $
              0Adjustments
                  to ReconcileNet
                  Loss to Net Cash Provided byOperating
                  ActivitiesInterest
              
              
              1,172
              
              
              0(Increase)
                  Decrease in Assets
              
              
              0
              
              
              0Increase
                  (Decrease) in LiabilitiesAccounts
                  Payable
              
              
              8,027
              
              
              0Total
                  Adjustments
              
              $
              9,199
              
              $
              0Net
                  Cash Provided (Used) by Operating Activities
              
              $
              0
              
              $
              0Net
                  Cash Provided (Used) by Investing Activities
              
              $
              0
              
              $
              0Net
                  Cash Provided (Used) by Financing Activities
              
              $
              0
              
              $
              0Net
                  Increase (Decrease) in Cash
              
              $
              0
              
              $
              0Cash
                  - Beginning of Year
              
              
              0
              
              
              0Cash
                  - End of Year
              
              $
              0
              
              $
              0Supplemental
                  Disclosures of Cash Flow InformationCash
                  Paid during Year for: Interest
              
              $
              0
              
              $
              0Taxes
              
              
              0
              
              
              0
  See
        Notes
        to Financial Statements




4




**Universal
      Services Group, Inc**


**Notes
      to Financial Statements**


**February
      1, 2008**





**[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 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 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
      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 year. There were no potentially dilutive securities
      outstanding for the three months ended February 1, 2008 and 2007.





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 differences may differ from these estimates.




5




**Universal
      Services Group, Inc**


**Notes
      to Financial Statements**


**February
      1, 2008**




**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. FASB
      Staff
      position FAS 157-2 delays the effective date of SFAS No. 157 for all
      nonrecurring fair value measurements of nonfinancial liabilities until fiscal
      years beginning after November 15, 2008. The Company is currently assessing
      the
      impact of SFAS No. 157 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 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.




6


**Universal
        Services Group, Inc**
 **Notes
        to Financial Statements**
 **February
        1, 2008**




**[2]
      GOING CONCERN**





On
      February 1, 2008, the company has no assets, current liabilities of $122,847,
      negative working capital and a stockholder’s deficit of $842,843. 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.




**[3]
      RELATED PARTY TRANSACTIONS**





At
      November 1, 2007 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 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 months ended February 1, 2008 and 2007.
      The
      Chairman has waived interest through February 1, 2008.




The
      amounts reflected as Note Payable-Related Party in Current Liabilities at
      February 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 months ended February
      1, 2008 of $1,172 has been accrued and added to the outstanding balance and
      is
      included in general and administrative expenses in the statement of
      operations.




**[4]
      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.




7




**Universal
        Services Group, Inc**
 **Notes
        to Financial Statements**
 **February
        1, 2008**


**[4]
      Income Taxes (Continued)**





The
      Company has adopted Fin 48 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, 2008, and there have been no income tax
      related interest or penalties accrued in the three months ended February 1,
      2008
      and 2007.





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





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




Net
                operating loss carry forwards
            
            $
            90,700Valuation
                Allowance
            
            
            (90,700
            )Net
                Deferred tax asset
            
            
            0





As
      of
      February 1, 2008, realization of the Company’s deferred tax assets of $90,700
      was not considered more likely than not and, accordingly a valuation allowance
      of $90,700 has been provided.





As
      of
      February 1, 2008 the Company has net operating loss carry forwards of
      approximately $260,000 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.




8





**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.




9


**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,
      2008
      and 2007. Total expenses increased by $9,199 to $9,199 in selling, general
      and
      administrative expenses for the three month period ended February 1, 2008,
      from
      $0 for the three month period ended February 1, 2007. This increase was due
      to
      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
      February 1, 2008, the Company has no assets, current liabilities of $122,847
      negative working capital and a stockholder’s deficit of $842,842. 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.




10




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.





**Item5.**
            **Other
                Information.**





Not
      Applicable.





**Item6.**
            **Exhibits.**





(a)
            Exhibits





None.





(b)
            Reports
                on Form 8-K





None.





31.1
            Certification
                of Chief Executive Officer and Acting Chief Financial
                Officer32.1
            Section
                906 Certification




11




**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 andChief
                Executive OfficerDate: 
                March 17, 2008




12