ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 11, 2008, Universal Power Group, Inc., the Registrant, issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing its financial results for the quarter ended June 30, 2008. In addition, an investor conference call was held at 11:30 am Eastern Time on August 11, 2008 to discuss financial results for the quarter ended June 30, 2008. An audio replay of the conference call is available on our web site at www.upgI.com.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release, dated August 11, 2008