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 May 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
      June 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 May 1, 2008





INDEX





Part I:
            FINANCIAL
                INFORMATION
            4Item 1:
            Financial
                Statements
            4Item 2:
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            13Item 3:
            Controls
                and Procedures
            14Part II:
            OTHER
                INFORMATION
            15Item 1:
            Legal
                Proceedings
            15Item 2:
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            15Item 3:
            Default
                upon Senior Securities
            15Item 4:
            Submission
                of Matters to Vote of Security Holders
            15Item 5:
            Other
                Information
            15Item 6:
            Exhibits
            15SIGNATURES
            
            16




2





**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.




3





**Part
      I Financial Information**





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




**Universal
        Services Group, Inc**
 
 **Index**
 
 Page NumberPart
                  1
              Financial
                  InformationItem
                  1
              Financial
                  StatementBalance
                  Sheet as of May 1, 2008
              
              5Statements
                  of Operations for the three and six months ended May 1, 2008 and
                  2007
              
              6Statement
                  of Stockholders' Deficit for the six months ended May 1, 2008
              
              7Statements
                  of Cash Flows for the six months ended May 1, 2008 and
                  2007
              
              8Notes
                  to Financial Statements
              
              9 -
                  12
  4
  **Universal
        Services Group, Inc.**
 **Balance
        Sheet (Unaudited)**
 **May
        1, 2008**
 
 **Assets:**Current
                  AssetsCash
              
              $
              115Total
                  Assets
              
              $
              115**Liabilities:**Current
                  LiabilitiesNote
                  Payable-Related Party
              
              $
              82,918Accounts
                  Payable
              
              
              59,452Total
                  Current Liabilities
              
              
              142,370Non
                  Current Liabilities:Notes
                  Payable-Related Party
              
              
              719,995Total
                  Liabilities
              
              
              862,365Commitments
                  & 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
              
              
              (1,505,579
              )Total
                  Stockholders' Deficit
              
              
              (862,250
              )Total
                  Liabilities & Stockholders' Deficit
              
              $
              115
 
 See
        Notes
        to Financial Statements
  5
  **Universal
        Services Group, Inc.**
 **Statements
        of Operations (Unaudited)**
 **For
        the Three and Six Months Ended May 1, 2008 and 2007**
 
 **Three**
              
              **Six**
              
              **Three**
              
              **Six****Months**
              
              **Months**
              
              **Months**
              
              **Months****Ended**
              
              **Ended**
              
              **Ended**
              
              **Ended****May
                  1, 2008**
              
              **May
                  1, 2007****Revenues**
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0**Expenses:**General
                  and Administrative Expenses
              
              $
              19,407
              
              $
              28,606
              
              $
              0
              
              $
              0Total
                  Expenses
              
              
              19,407
              
              
              28,606
              
              
              0
              
              
              0Net
                  Loss
              
              $
              (19,407
              )
              $
              (28,606
              )
              $
              0
              
              $
              0Net
                  Loss per Share - Basic and Diluted
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              0.00
              
              $
              0.00Weighted
                  Average Number of Shares Outstanding:Basic
                  and Diluted
              
              
              5,354,375
              
              
              5,354,375
              
              
              5,354,375
              
              
              5,354,375
 
 See
        Notes
        to Financial Statements
  6
  **Universal
        Services Group, Inc.**
 **Statement
        of Stockholders' Deficit (Unaudited)**
 **For
        the Six Months Ended May 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
              
              
              
              
              
              
              
              
              
              
              
              (28,606
              )
              
              (28,606
              )Balance-May
                  1, 2008
              
              
              5,354,375
              
              $
              321,232
              
              $
              322,097
              
              $
              (1,505,579
              )
              $
              (862,250
              )
 
 See
        Notes
        to Financial Statements
  7
  **Universal
        Services Group, Inc.**
 **Statements
        of Cash Flows (Unaudited)**
 **For
        the Six Months Ended May 1, 2008 and 2007**
 
 **Six**
              
              **Six****Months**
              
              **Months****Ended**
              
              **Ended****May
                  1, 2008**
              
              **May
                  1, 2007**Cash
                  Flow from Operating ActivitiesLoss
                  from Operations
              
              $
              (28,606
              )
              $
              0Adjustments
                  to ReconcileNet
                  Loss to Net Cash Used inOperating
                  ActivitiesInterest
                  Accrued
              
              
              2,282
              
              
              0Increase
                  (Decrease) in LiabilitiesAccounts
                  Payable
              
              
              9,039
              
              
              0Total
                  Adjustments
              
              
              11,321
              
              
              0Net
                  Cash Used in Operating Activities
              
              
              (17,285
              )
              
              0Cash
                  Flow from Financing ActivitiesAdvances
                  from Related Party
              
              
              17,400Cash
                  Provided by Financing Activities
              
              
              17,400
              
              
              0Net
                  Increase in Cash
              
              $
              115
              
              $
              0Cash
                  - Beginning of Year
              
              
              0
              
              
              0Cash
                  - End of Period
              
              $
              115
              
              $
              0Supplemental
                  Disclosures of Cash Flow InformationCash
                  Paid during Year for: Interest
              
              $
              0
              
              $
              0Taxes
              
              
              0
              
              
              0
 
 See
        Notes
        to Financial Statements
  8
  **Universal
          Services Group, Inc**
 **Notes
          to Financial Statements**
 **May
          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 six months ended May 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.
 
 9
 **Universal
          Services Group, Inc**
 **Notes
          to Financial Statements**
 **May
          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 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.
  10
 **Universal
          Services Group, Inc**
 **Notes
          to Financial Statements**
 **May
          1, 2008**
 ( **Unaudited)**
  **[3]
        GOING CONCERN**
 
 On
        May 1,
        2008, the company has assets of $115, current liabilities of $142,370, negative
        working capital of $142,255 and a stockholder’s deficit of $862,250. 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
        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 and six months ended May 1, 2008 and 2007.
        The Chairman has waived interest through May 1, 2008. The total amount of
        interest waived during the current quarter is $10,800.
  The
        amounts reflected as Note Payable-Related Party in Current Liabilities at
        May 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 six months ended May
        1,
        2008 of $1,110
        and $2,282, 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.
 
 11
 **Universal
          Services Group, Inc**
 **Notes
          to Financial Statements**
 **May
          1, 2008**
 ( **Unaudited)**
 
 **[5]
        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 the adoption date of November 2, 2007 and as of May
        1,
        2008, and there have been no income tax related interest or penalties accrued
        in
        the three and six months ended May 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 May 1,
        2008,
        the Company has the past fifteen years tax returns open for examination,
        since
        they are not yet filed.
 
 As
        of May
        1, 2008, components of deferred tax assets were as follows:
  Net
                    operating loss carry forwards
                
                $
                98,000Valuation
                    Allowance
                
                
                (98,000
                )Net
                    Deferred tax asset
                
                
                0
 
 As
        of May
        1, 2008, realization of the Company’s deferred tax assets of $98,000
        was not considered more likely than not and, accordingly a valuation allowance
        of $98,000 has been provided.
 
 As
        of May
        1, 2008 the Company has net operating loss carry forwards of approximately
        $280,000 which are available to offset future taxable income through 2028.
 
 12
  **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.




13





**Results
      of Operations**





The
      Company has not conducted any business operations since 1993.


The
      Company generated no revenue for the three month periods ended May 1, 2008
      and
      2007. Total expenses increased by $19,407 and $28,606 to $19,407 and $28,606
      in
      selling, general and administrative expenses for the three month period ended
      May 1, 2008, from $0 for the three and six month period ended May 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
      May 1,
      2008, the Company has assets of $115, current liabilities of $142,370, negative
      working capital of $142,255 and a stockholder’s deficit of $862,250. 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.





14




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




15




**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:
                June 20, 2008




16