**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




**For
      the quarterly period ended June 30, 2007**




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      transition period from




Commission
      File No. 000-50814




**UNIVERSAL
      FOG, INC.**


(Exact
      name of small business issuer as specified in its charter)




Delaware
            86-0827216(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)




**1808
      South 1st Avenue**


**Phoenix,
      AZ 85003**


(Address
      of Principal Executive Offices)




**602/254-9114**


(Issuer’s
      telephone number)






(Former
      name, address and fiscal year, if changed since last report)




Check
      whether the issuer (1) has filed
      all reports required to be filed by Section 13 or 15(d) of the Exchange Act
      during the preceding 12 months (or for such shorter period that the issuer
      was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. YesxNoo




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






Check
      whether the registrant has filed
      all documents and reports required to be filed by Sections 12, 13, or 15(d)
      of
      the Exchange Act subsequent to the distribution of securities under a plan
      confirmed by a court. YesxNoo




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of July 31, 2007: 40,694,634 shares of common stock.





















**UNIVERSAL
      FOG, INC.**




**FINANCIAL
      STATEMENTS**




**INDEX**




Part
      I--
      FINANCIAL INFORMATION




Item
                1. Financial Statements




Item
                2. Management’s Discussion and Analysis of Financial
                Condition




Item
                3. Control and Procedures




Part
      II--
      OTHER INFORMATION




Item
                1. Legal Proceedings




Item
                2. Changes in Securities




Item
                3. Defaults Upon Senior Securities




Item
                4. Submission of Matters to a Vote of Security
                Holders




Item
                5. Other Information




Item
                6. Exhibits and Reports on Form 8-K




Signatures
      and Required Certifications




**Item
      1. Financial Information**




BASIS
      OF
      PRESENTATION




The
      accompanying reviewed financial statements are presented in accordance with
      U.S.
      generally accepted accounting principles for interim financial information
      and
      the instructions to Form 10-QSB and item 310 under subpart A of Regulation
      S-B.
      Accordingly, they do not include all of the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      In the opinion of management, all adjustments (consisting only of normal
      recurring accruals) considered necessary in order to make the financial
      statements not misleading, have been included. Operating results for the six
      months ended June 30, 2007 are not necessarily indicative of results that
      may be expected for the year ending December 31, 2007. The financial statements
      are presented on the accrual basis.



















**FINANCIAL
      STATEMENTS**




**UNIVERSAL
      FOG, INC.**




**FINANCIAL
      STATEMENTS**










**As
      of June 30, 2007**






**Table
      of Contents**






FINANCIAL
      STATEMENTS




Page
                #




Consolidated
                Balance Sheet
            F-1




Consolidated
                Statements of Operations
            F-2




Consolidated
                Statements of Cash Flows
            F-3




Notes
                to the Consolidated Financial Statements
            F-4

























**Universal
      Fog, Inc.**


**And
      Subsidiary**




**Consolidated
      Balance Sheet**


**(Unaudited)**




June
                  30, 2007***Assets*****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              33,168Accounts
                  Receivable, net of allowancefor
                  doubtful accounts of $16,193
              
              
              146,600Inventory
              
              
              175,854Total
                  Current Assets
              
              
              355,622Property,
                  Plant, and Equipment, net ofaccumulated
                  depreciation of  $131,884
              
              
              412,250Patent
                  Rights, net of $5,658 ofaccumulated
                  amortization
              
              
              44,560Total
                  Assets
              
              $
              812,432**Liabilities
                  and Stockholders’ Equity****Current
                  Liabilities:**Accounts
                  Payable-trade
              
              $
              213,241Current
                  Portion – Long Term Debt
              
              
              5,085Accrued
                  Expenses
              
              
              3,202Advances
                  from Stockholders
              
              
              25,041Total
                  Current Liabilities
              
              
              246,569Long
                  Term Debt - Building
              
              
              132,071**Stockholders’
                  Equity:**Convertible
                  preferred stock, $.0001 par value,10,000,000
                  shares authorized, 4,000,000shares
                  issued and outstanding
              
              
              400Common
                  stock, $.0001 par value,300,000,000
                  shares authorized,40,694,634
                  sharesissued
                  and outstanding
              
              
              4,069Additional
                  Paid-in Capital
              
              
              1,015,445Accumulated
                  Deficit
              
              
              (586,122
              )Total
                  Stockholders’ Equity
              
              
              433,792Total
                  Liabilitiesand
                  Stockholders’ Equity
              
              $
              812,432
 ***See
        Notes to Consolidated Financial Statements***




F-1




**Universal
      Fog, Inc.**




**and
      Subsidiary**




**Consolidated
      Statements of Operations**


**(Unaudited)**






3
                Mos. Ended
              June
                30, 2007
            
            
            3
                Mos. Ended
              June
                30, 2006
            
            
            6
                mos. Ended
              June
                30, 2007
            
            
            6
                mos. Ended
              June
                30, 2006Sales,
                net of returns
            
            $
            331,169
            
            
            $
            343,920
            
            
            $
            449,719
            
            
            $
            483,209Cost
                of Sales
            
            
            161,892
            
            
            
            154,708
            
            
            
            229,316
            
            
            
            238,501Gross
                Profit
            
            
            169,277
            
            
            
            189,212
            
            
            
            220,403
            
            
            
            244,708Operating
                Expenses:General
                and administrative expenses
            
            
            58,945
            
            
            
            86,386
            
            
            
            90,761
            
            
            
            157,960Advertising
                & Marketing
            
            
            5,947
            
            
            
            3,583
            
            
            
            9,184
            
            
            
            6,229Compensation
                Costs
            
            
            29,662
            
            
            
            57,366
            
            
            
            56,453
            
            
            
            115,875Total
                Operating Expenses
            
            
            94,554
            
            
            
            147,335
            
            
            
            156,398
            
            
            
            280,064Net
                Income (Loss) from operations
            
            
            74,723
            
            
            
            41,877
            
            
            
            64,005
            
            
            
            (35,356
            )Interest
                Expense
            
            
            5,365
            
            
            
            6,892
            
            
            
            9,189
            
            
            
            9,703Net
                Income (Loss) before income taxes
            
            
            69,358
            
            
            
            34,985
            
            
            
            54,816
            
            
            
            (45,059
            )Provision
                for Income Taxes
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Net
                Income (Loss)
            
            $
            69,358
            
            
            $
            34,985
            
            
            $
            54,816
            
            
            $
            (45,059
            )Earnings
                (Loss) Per Common Share:Basic
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00Diluted
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00






***See
      Notes to Consolidated Financial Statements***








F-2








**UNIVERSAL
      FOG, INC.**


**AND
      SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2007 and 2006**


**(Unaudited)**




2007
            
            
            2006Cash
                flows from operating activities:Net
                cash provided by operating activities
            
            $
            23,412
            
            
            $
            7,734Cash
                flows from investing activities:Net
                cash provided by (used in)investing
                activities
            
            
            0
            
            
            
            0Cash
                flows from financing activities:Net
                cash provided by (used in)financing
                activities
            
            
            0
            
            
            
            (9,163
            )Net
                increase (decrease) in cash
            
            
            23,412
            
            
            
            (1,429
            )Cash
                at beginning of period
            
            
            9,756
            
            
            
            44,859Cash
                at end of period
            
            $
            33,168
            
            
            $
            43,430




***See
      Notes to the consolidated financial statements.***










F-3






**UNIVERSAL
      FOG, INC.**


**AND
      SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**


**(Unaudited)**





***Supplemental
                Cash Flows Disclosures***2007
            
            
            2006Interest
                paid
            
            $
            9,189
            
            
            $
            9,703Income
                taxes paid
            
            $
            --
            
            
            $
            --**Non-Cash
                Investing and Financing Activities**2007
            
            
            2006Common
                stock issued for services
            
            $
            4,500
            
            
            $
            --Common
                stock issued in settlement of lawsuit
            
            $
            95,000
            
            
            
            --(recorded
                in accrued
                liabilities at 12/31/2006)






***See
      notes to the Consolidated Financial Statements***







F-4




**UNIVERSAL
      FOG, INC.**


**AND
      SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**1. **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES****


Universal
      Fog, Inc. was incorporated in the state of Arizona on July 11, 1996 and was
      the
      successor of the business known as Arizona Mist, Inc. which began in 1989.
      On
      May 9, 2005, Universal Fog, Inc. entered into a Stock Purchase Agreement and
      Share Exchange (effecting a reverse merger) with Edmonds 6, Inc. (Edmonds 6)
      and
      its name was changed to Universal Fog, Inc. (hereinafter referred to as either
      UFI or the Company). Edmonds 6 was incorporated on August 19, 2004 under the
      laws of the State of Delaware to engage in any lawful corporate undertaking,
      including, but not limited to, selected mergers and acquisitions. Pursuant
      to
      this agreement, Universal Fog, Inc. (which has been in continuous operation
      since 1996) became a wholly owned subsidiary of Edmonds 6.




The
      Company began manufacturing systems for outdoor cooling in Arizona and quickly
      expanded to distribute throughout the United States. As the Company grew, so
      did
      the need for more efficient, more effective, and higher quality commercial
      grade
      products.




All
      Universal Fog, Inc. high pressure fog systems are custom designed and
      manufactured for each specific application. We incorporate three different
      types
      of tubing in our systems, enabling us to comply with nearly any design
      requirement. Our low profile 3/8” flexible nylon tubing utilizes our patented
      SLIP-LOK brass fittings allowing extreme versatility and easy installation.
      The
      use of 3/8” high-pressure nitrogenized copper is aesthetically very pleasing and
      enables us to conceal our mist lines behind walls, such as stucco, and meet
      certain building code requirements. In addition, we also produce systems using
      3/8” stainless steel tubing, though copper systems are recommended, providing
      one of the most extensive product selections in the industry.




The
      concept is inherent in nature, as water vapor, clouds, and fog develop due
      to
      the earth’s environment. Universal Fog, Inc.’s high pressure fog systems can
      create the same environmental phenomena where and when the customer wants.
      Using
      normal tap water and pressurizing it to 800 PSI with our high-pressure pump
      modules, we force water through a series of patented brass and stainless steel
      nozzles creating a micro-fine mist or “fog”. With droplets ranging in size from
      4 – 40 microns, the fog flash evaporates, removing unwanted heat in the process.
      Temperature drops of  up to 400are typical
      in
      situations where high heat and low humidity exist.




The
      concept of fog and its benefits have been in use for over 50 years. While most
      commonly known for cooling, fog can be used for a variety of
      applications.




**Principles
      of consolidation and basis of presentation**




The
      accompanying consolidated financial statements included the general accounts
      of
      the Company, a Delaware corporation (formerly Edmonds 6, Inc.), and its
      wholly-owned Arizona subsidiary, also named Universal Fog, Inc. All material
      intercompany transactions, accounts and balances have been eliminated in the
      consolidation.




For
      financial reporting purposes the reverse merger with Edmonds 6 has been treated
      as a recapitalization of UFI with Edmonds 6 being the legal survivor and UFI
      being the accounting survivor and the operating entity. That is, the historical
      financial statements prior to May 9, 2005 are those of UFI and its operations,
      even though they are labeled as those of the Company. Retained earnings of
      UFI
      related to its operations are carried forward after the recapitalization.
      Operations prior to the recapitalization are those of the accounting survivor,
      UFI, and its predecessor operations, which began July 11, 1996. Earnings per
      share for the periods prior to the recapitalization are restated to reflect
      the
      equivalent number of shares outstanding for the entire period operations were
      conducted. Upon completion of the reverse merger, the financial statements
      became those of the operating company, with adjustments to reflect the changes
      in equity structure and receipt of the assets and liabilities of
      UFI.









F-5








**Management
      estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.




**Goodwill
      and intangible assets**




In
      June
      2001, the Financial Accounting Standards Board issued the Statement of Financial
      Accounting Standards No. 141, *Business Combinations*, and No. 142,
*Goodwill and Other Intangible Assets*, effective for fiscal years
      beginning after June 15, 2001. Under the new standards, goodwill and intangible
      assets deemed to have indefinite lives will no longer be amortized but will
      be
      subject to annual impairment tests. Other intangible assets will continue to
      be
      amortized over their useful lives.




On
      May 9,
      2005, the Company was assigned the rights to two patents developed by
      Mr. Bontems, the Company’s controlling stockholder, in exchange for the
      issuance of 4,000,000 convertible preferred stock shares (see Notes 2 and 5).
      Because this transaction is one between entities under common control, the
      patent rights are carried on the Company’s general accounts at their historical
      cost to Mr. Bontems pursuant to SFAS No. 141 and Staff Accounting Bulletin
      No. 48.




The
      patent rights are being amortized using the straight-line method over their
      remaining estimated lives of approximately six and sixteen years. For the six
      months ended June 30, 2007 amortization expense related to these patent rights
      totaled $1,476 and for each of the next five years, management estimates
      amortization of these patent rights to approximate $3,000.




**Income/loss
      per share**




Basic
      income/loss per share amounts are computed by dividing the net income or loss
      by
      the weighted average number of common stock shares outstanding. Diluted
      income/loss per share amounts reflect the maximum dilution that would have
      resulted from the issuance of common stock through potentially dilutive
      securities. Other than the convertible preferred stock (Note 2), the Company
      does not have any convertible securities, outstanding options or warrants that
      could potentially dilute the earnings of its common stockholders. Diluted loss
      per share amounts are computed by dividing the net income/loss (the preferred
      shares do not contain dividend rights) by the weighted average number of common
      stock shares outstanding plus the assumed issuance of the convertible preferred
      stock. For the three and six months ended June 30, 2007 and 2006, basic
      income/loss per share amounts are based on 39,673,467, and 39,673,467,
      38,652,300 and 38,652,300 weighted-average number of common stock shares
      outstanding, respectively. For the three and six months ended June 30, 2007,
      no
      effect has been given to the assumed conversion of the convertible preferred
      stock shares as the effect would be antidilutive.




**2.  CAPITAL
      STRUCTURE DISCLOSURES**




The
      Company’s capital structure is complex and consists of a series of convertible
      preferred stock and a general class of common stock. The Company is authorized
      to issue 310,000,000 shares of stock with a par value per share of $.0001,
      10,000,000 of which have been designated as preferred shares and 300,000,000
      of
      which have been designated as common shares.




**Convertible
      preferred stock**




On
      May 9,
      2005, the Company issued 4,000,000 preferred stock shares to its majority common
      stockholder in exchange for the assignment of two patent rights (see Notes
      1 and
      5). These shares are convertible into the Company’s common stock at the option
      of the holder any time after one year from the date of issuance. Each share
      of
      convertible preferred stock is convertible into one share of common stock.
      In
      the event of liquidation, these shares also allow the holder to exchange the
      shares for the Company’s office and manufacturing facilities (see Notes 1 and
      5). In addition, the shares will survive and will not be affected by any
      recapitalization, reorganization or reverse stock split.










F-6








**Common
      stock**




Each
      common stock share contains one voting right and contains the rights to
      dividends if and when declared by the Board of Directors.  During the
      six months ended June 30, 2007, the Company issued 1,900,000 shares of
      restricted common stock in exchange for full settlement of a
      lawsuit.  The common stock issued in the settlement was valued at the
      closing bid price on the OTCBB on March 22, 2007 (the date the agreement was
      reached).  The Company also issued 142,334 shares of restricted common
      stock in exchange for services. In each case the Company valued the common
      shares at the OTCBB quoted bid price on the date of issuance.




**Stock
      options, warrants and other rights**




As
      of
      June 30, 2006, the Company had not adopted any employee stock option plans
      and
      no other stock options or other stock rights have been granted or issued except
      as follows:  As a part of the settlement of the awsuit, Brian Hahn was
      granted warrants to purchase 2,000,000 shares of common stock at a cashless
      exercise price of $0.125 per share.







**3. **RISKS
        AND UNCERTAINTIES****




The
      Company operates in a highly specialized industry. The concept is inherent
      in
      nature, as water vapor, clouds and fog occur due to the earth’s environment.
      Universal Fog, Inc.’s high pressure fog systems can create the same
      environmental phenomena where and when the customer wants. Using normal tap
      water and pressurizing it to 800 PSI with our high-pressure pump modules, we
      force water through a series of patented brass and stainless steel nozzles
      creating a micro-fine mist or “fog”. With droplets ranging in size from 4 – 40
      microns, the fog flash evaporates, removing unwanted heat in the process.
      Temperature drops of up to 400Fahrenheit
      are
      typical in situations where high heat and low humidity exist.




The
      concept of fog and its benefits have been in use for over 50 years. While most
      commonly known for cooling, fog can be used for a variety of
      applications.




These
      products are marketed outside the United States, which subjects the Company
      to
      foreign currency fluctuation risks.




**4. **BORROWINGS****




The
      Company’s borrowings consist of a mortgage payable and interest bearing advances
      payable to a stockholder (see Note 5).




The
      mortgage payable was assumed by UFI on January 3, 2005 when the land, office
      and
      manufacturing facilities were contributed to UFI as additional paid-in capital
      by our majority stockholder. On March 29, 2006, the Company received approval
      of
      a refinancing of this mortgage. The new mortgage had a beginning principal
      balance of $142,279.34 and will bear interest at 8.34% with a balloon payment
      of
      $114,323.07 which will be due on May 30, 2011, and will have a term of five
      years and principal and interest will be payable monthly based on a fifteen
      year
      amortization. The mortgage is guaranteed by Tom and Steffani Bontems (the
“Guarantors”). The Company and the Guarantors are required to submit annual tax
      returns, the Company’s annual audited financial statements, quarterly
      Company-prepared financials and personal financial statements of the Guarantors.
      No financial covenants were required by the Lender.





**5. **RELATED
        PARTY TRANSACTIONS****


**Stockholders**




On
      January 3, 2005, the Company’s majority stockholder contributed as additional
      paid-in capital the land, office and manufacturing facilities located at 1808
      South First Avenue, Phoenix, Arizona to the Company. Because this transaction
      is
      between entities under common control, these facilities were recorded into
      the
      Company’s books and records at the stockholder’s historical cost of $401,117.
      These facilities are security for a note payable (see Note 4), which was also
      transferred to and assumed by the Company.




Additionally,
      the Company’s majority stockholder entered in to an agreement whereby he
      assigned certain patent rights to the Company in exchange for 4,000,000 shares
      of the Company’s convertible preferred stock (see Note 2). These patent rights
      were also recorded at the stockholder’s historical cost of $50,218.






F-7




At
      January 1, 2006, the Company owed its majority stockholder $48,174 from
      advances, net of repayments, made in prior years. During 2006, no additional
      advances were made and $23,133 of advances was repaid. The advances are
      unsecured, non-interest bearing and due upon demand as funds are available.
      There were no transactions in the six months ended June 30, 2006.




At
      January 1, 2003, the Company owed another stockholder $153,064 from advances,
      net of repayments, made in prior years. During the three and six months ended
      June 30, 2005 and each of the years ended December 31, 2004 and 2003, the
      Company repaid $4,282, $9,921 and $9,437, respectively, of these advances.
      The
      advances were unsecured and payable with interest at 5.0% in monthly payments
      of
      $1,406 through March 2015. On May 30, 2005, the outstanding advances totaling
      $129,424 plus expenses of $5,576 were repaid through the issuance of 540,000
      common stock shares.




The
      Company made a private placement to Dennis McKee wherein Mr. McKee
      purchased 2,000,000 shares of the Company’s common stock for $100,000 or $0.05
      per share. $48,500 was tendered at the time of purchase and $12,822 was paid
      through payment of an outstanding invoice leaving a subscription receivable
      balance of $38,678. The share certificate was tendered prior to the receipt
      of
      the remaining funds. On December 5, 2005, in a negotiated transaction,
      Mr. McKee tendered 300,000 common stock shares to the Company in exchange
      for the remaining balance due of the subscription receivable. These shares
      were
      recorded as Treasury Stock in the amount of the subscription receivable balance
      ($38,678).  During 2006, the Treasury Stock was resold to
      investors.




**6. **LEGAL
        MATTERS****
  The
        Company is subject to legal proceedings that arise in the ordinary course
        of
        business.








F-8








**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**




**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




The
      information set forth below should be read in conjunction with the unaudited
      condensed consolidated financial statements and notes thereto included in Part
      I
      - Item I of this Quarterly Report and the Company’s Annual Report on Form 10-KSB
      for the year ended December 31, 2006, which contains the audited consolidated
      financial statements and notes thereto and the Management’s Discussion and
      Analysis of Financial Condition and Results of Operations for the December
      31,
      2006 Annual Report.




Some
      of
      the statements under “Description of Business,” “Risk Factors,” “Management’s
      Discussion and Analysis or Plan of Operation,” and elsewhere in this Report and
      in the Company’s periodic filings with the Securities and Exchange Commission
      constitute forward-looking statements. These statements involve known and
      unknown risks, significant uncertainties and other factors what may cause actual
      results, levels of activity, performance or achievements to be materially
      different from any future results, levels of activity, performance or
      achievements expressed or implied by such forward- looking statements. Such
      factors include, among other things, those listed under “Risk Factors” and
      elsewhere in this Report.




In
      some
      cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “could,” “intends,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
      of such terms or other comparable terminology.




The
      forward-looking statements herein are based on current expectations that involve
      a number of risks and uncertainties. Such forward-looking statements are based
      on assumptions that the Company will obtain or have access to adequate financing
      for each successive phase of its growth, that there will be no material adverse
      competitive or technological change in condition of the Company’s business, that
      the Company’s President and other significant employees will remain employed as
      such by the Company, and that there will be no material adverse change in the
      Company’s operations, business or governmental regulation affecting the Company.
      The foregoing assumptions are based on judgments with respect to, among other
      things, further economic, competitive and market conditions, and future business
      decisions, all of which are difficult or impossible to predict accurately and
      many of which are beyond the Company’s control.




Although
      management believes that the expectations reflected in the forward-looking
      statements are reasonable, management cannot guarantee future results, levels
      of
      activity, performance or achievements. Moreover, neither management nor any
      other persons assumes responsibility for the accuracy and completeness of such
      statements.











**Critical
      accounting policies**




Financial
      Reporting Release No. 60, which was released by the Securities and Exchange
      Commission (the “SEC”), encourages all companies to include a discussion of
      critical accounting policies or methods used in the preparation of financial
      statements. The Company’s consolidated financial statements include a summary of
      the significant accounting policies and methods used in the preparation of
      the
      consolidated financial statements. Management believes the following critical
      accounting policies affect the significant judgments and estimates used in
      the
      preparation of the financial statements.




Use
      of
      Estimates — Management’s discussion and analysis or plan of operation is based
      upon the Company’s consolidated financial statements, which have been prepared
      in accordance with accounting principles generally accepted in the United States
      of America. The preparation of these consolidated financial statements requires
      management to make estimates and judgments that affect the reported amounts
      of
      assets, liabilities, revenues, and expenses, and related disclosure of
      contingent assets and liabilities. On an ongoing basis, management evaluates
      these estimates, including those related to allowances for doubtful accounts
      receivable and long-lived assets. Management bases these estimates on historical
      experience and on various other assumptions that are believed to be reasonable
      under the circumstances, the results of which form the basis of making judgments
      about the carrying value of assets and liabilities that are not readily apparent
      from other sources. Actual results may differ from these estimates under
      different assumptions or conditions.




Management
      must determine at what point in the sales process to recognize revenue. We
      recognize revenue when title passes to the purchaser or when installation is
      complete and the customer is invoiced. Early or improper revenue recognition
      can
      affect the financial statements. We have established credit policies which,
      we
      believe will eliminate or substantially lower our uncollectible accounts
      receivable; however, management must make judgments regarding when and if to
      classify a receivable as uncollectible and this may affect the financial
      statements. The timing of purchase and the depreciation policies for property
      and equipment may affect the financial statements. Advertising costs can be
      deferred or may not be properly allocated to the proper accounting period and
      this can affect the financial statements.




We
      review
      the carrying value of property and equipment for impairment at least annually
      or
      whenever events or changes in circumstances indicate that the carrying amount
      of
      an asset may not be recoverable. Recoverability of long-lived assets is measured
      by comparison of its carrying amount to the undiscounted cash flows that the
      asset or asset group is expected to generate. If such assets are considered
      to
      be impaired, the impairment to be recognized is measured by the amount by which
      the carrying amount of the property, if any, exceeds its fair market
      value.




Effective
      January 1, 2006, we adopted the provisions of SFAS No. 123(R),
“Share-Based Payment,” under the modified prospective method. SFAS
      No. 123(R) eliminates accounting for share-based compensation transactions
      using the intrinsic value method prescribed under APB Opinion No. 25,
“Accounting for Stock Issued to Employees,” and requires instead that such
      transactions be accounted for using a fair-value-based method. Under the
      modified prospective method, we are required to recognize compensation cost
      for
      share-based payments to employees based on their grant-date fair value from
      the
      beginning of the fiscal period in which the recognition provisions are first
      applied.




For
      periods prior to adoption, the financial statements are unchanged, and the
      pro
      forma disclosures previously required by SFAS No. 123, as amended by SFAS
      No. 148, will continue to be required under SFAS No. 123(R) to the
      extent those amounts differ from those in the Statement of
      Operations.




Plan
      of Operation




Universal
      Fog, Inc. was incorporated in the State of Arizona on July 11, 1996 and was
      the
      successor of the business known as Arizona Mist, Inc. which began in 1989.
      On
      May 9, 2005, Universal Fog, Inc. entered into a Stock Purchase Agreement and
      Share Exchange (effecting a reverse merger) with Edmonds 6, Inc. (“Edmonds 6”)
      and its name was changed to Universal Fog, Inc. (hereinafter referred to as
      either UFI or the Company). Edmonds 6 was incorporated on August 19, 2004 under
      the laws of the State of Delaware to engage in any lawful corporate undertaking,
      including, but not limited to, selected mergers and acquisitions. Pursuant
      to
      this agreement, Universal Fog, Inc. (which has been in continuous operation
      since 1996) became a wholly-owned subsidiary of Edmonds 6.




The
      Company began manufacturing systems for outdoor cooling in Arizona and quickly
      expanded to distribute throughout the United States. As the Company grew, so
      did
      the need for more efficient, more effective, and higher quality commercial
      grade
      products.















All
      Universal Fog high pressure fog systems are custom designed and manufactured
      for
      each specific application. We incorporate three different types of tubing in
      our
      systems enabling us to comply with nearly any design requirement. Our low
      profile 3/8” flexible nylon tubing utilizes our patented SLIP-LOK brass fittings
      allowing extreme versatility and easy installation. The use of 3/8”
high-pressure nitrogenized copper is aesthetically very pleasing and enables
      us
      to conceal our mist lines behind walls, such as stucco, and meet certain
      building code requirements. In addition, we also produce systems using 3/8”
stainless steel tubing, though copper systems are recommended, providing one
      of
      the most extensive product selections in the industry.




The
      concept is inherent in nature, as water vapor, clouds, and fog, develop to
      the
      earth’s environment. Universal Fog’s high pressure fog systems can create the
      same environment where and when you want it. Using normal tap water and
      pressurizing it to 800 PSI with our high-pressure pump modules, we force water
      through a series of patented brass and stainless steel nozzles creating a
      micro-fine mist or “fog”. With droplets ranging in size from 4 – 40 microns, the
      fog flash evaporates, removing unwanted heat in the process. Temperature drops
      of up to 400are typical
      in situations where high heat and low humidity
      exist.




The
      concept of fog and its benefits have been in use for over 50 years. While most
      commonly known for cooling, fog can be used for a variety of
      applications.




The
      Company is currently investigating new sources of supply and is concentrating
      on
      controlling its costs to enhance its profitability. The Company is fully staffed
      with highly-qualified individuals to fulfill the current and increased demand
      for product. As a result of this staffing, the Company has increased its sales
      and production capabilities and believes the Company is well positioned to
      experience new growth. The Company believes there will not be any significant
      increase in selling, general and administrative expenses as it implements its
      business plan.




**Results
      of Operations**




**Comparison
      of the Three-Month Periods Ended June 30, 2007 and 2006**




Revenues.
      The Company’s revenues are derived from the assembly of components used in
      misting systems and installations of these systems in commercial and residential
      applications and through the sales to distributors in various states and foreign
      countries.




Revenues
      for the three-month period ended June 30, 2007 were $331,169 compared to
      $343,920 for the three-month period ended June 30, 2006. This decrease was
      due
      to a minimally later start of the misting season in Phoenix due to
      weather.




Cost
      of
      Sales. The Company’s cost of sales consists of materials used in misting systems
      and labor for the assembly of components and in the local area; labor for
      installation.




Cost
      of
      sales for the three-month period ended June 30, 2007 were $161,892, compared
      to
      $154,708 for the three-month period ended June 30, 2006. The increase is the
      result of increased material costs compared to the corresponding quarter of
      2006.




Operating
      Expenses. Operating expenses for the three-month period ended June 30, 2007
      were
      $94,554 compared to $147,335 for the three-month period ended June 30, 2006.
      This decrease is due to the cost containment effort which included reducing
      administrative expenses. Selling and marketing expenses increased from $3,583
      during these three months in 2006 to $5,947 for the same three months in 2007.
      General and Administrative expenses decreased from $86,386 in the three-month
      period ended June 30, 2006 to $58,945 in the same period in 2007. This decrease
      was also due to a concentrated cost containment effort. Compensation expenses
      decreased for the three-month period ended June 30, 2007 to $29,662 from $57,366
      in the period ended June 30, 2006 due to a reduction in administrative
      personnel.




Depreciation
      and Amortization. Depreciation and amortization are included in General and
      Administrative expenses. For the three-month period ended June 30, 2007, these
      costs were $4,135, compared to $4,038 for the three-month period ended July
      31,
      2006.




**Comparison
      of the Six-Month Periods Ended June 30, 2007 and 2006**




Revenues.
      The Company’s revenues are derived from the assembly of components used in
      misting systems and installations of these systems in commercial and residential
      applications and through the sales to distributors in various states and foreign
      countries.













Revenues
      for the six-month period ended June, 2007 were $449,719 compared to $483,209
      for
      the same period ended June 30, 2006. The decrease in revenues in 2007 was due
      to
      the seasonable weather in the Phoenix area.




Cost
      of
      Sales. The Company’s cost of sales consists of materials used in misting systems
      and labor for the assembly of components and in the local area; labor for
      installation.




Cost
      of
      sales for the six-month period ended June 30, 2007 were $229,316 compared to
      $238,501 for the six-month period ended June 30, 2006. This decrease is due
      to
      the decrease in sales volume.




Operating
      Expenses. Operating expenses for the six-month period ended June 30, 2007 were
      $156,398, compared to $280,064 for the six-month period ended June 30, 2006.
      Selling and marketing expenses increased from $6,229 during these six months
      in
      2006 to $9,184 for the same six months in 2007. Compensation decreased from
      $115,875 in the six-month period of 2006 to $56,453 in the same six-month period
      in 2007 due to a reduction in administrative personnel. General and
      Administrative expenses decreased from $157,960 in the six-month period ended
      June 30, 2006 to $ 90,761 in the same period of 2007. This decrease was due
      to
      costs associated with becoming a reporting company which include additional
      professional services no longer being necessary.




Depreciation
      and Amortization. Depreciation and amortization are included in General and
      Administrative expenses. For the six-month period ended June 30, 2007, these
      costs were $ 9,007, compared to $7,061 for the six-month period ended June
      30,
      2006.




**Liquidity
      and Capital Resources**




We
      funded
      our cash requirements for the six-month period ended June 30, 200 through
      operations. The Company does not have any material commitments for capital
      expenditures as of the date of this report. Management is continuing to seek
      additional equity capital to fund its various activities and as part of a
      capital procurement plan, filed a form SB-2 registration statement with the
      SEC
      on October 5, 2005 to sell 4,000,000 shares of its stock to the public. The
      filing is currently effective and will expire on June 30, 2008. Management
      has
      also eliminated or reduced unnecessary costs.




Cash
      increased by $23,412 during the six-month period ended June 30, 2007. Over
      the
      same period in 2006, cash decreased by $1,429.




The
      Company has an accumulated deficit through the period ending June 30, 2006
      of
      $586,122. The deficit is primarily the result of the expenses of becoming a
      reporting company and normal operations which include attorney’s fees and audit
      and accounting fees. If the Company does not raise adequate funds from the
      SB-2
      registration statement, we will curtail our expansion plans and, if necessary,
      will seek a line of credit which will allow the Company to continue as a going
      concern since our core business was not affected.




Related
      Party Transactions




On
      January 3, 2005, the Company’s majority stockholder contributed as additional
      paid-in capital the land, office and manufacturing facilities located at 1808
      South First Avenue, Phoenix, Arizona to the Company. Because this transaction
      is
      between entities under common control, these facilities were recorded into
      the
      Company’s books and records at the stockholder’s historical cost of $401,117.
      These facilities are security for a note payable (see Note 4), which was also
      transferred to and assumed by the Company.




Additionally,
      the Company’s majority stockholder entered in to an agreement whereby he
      assigned certain patent rights to the Company in exchange for 4,000,000 shares
      of the Company’s convertible preferred stock (see Note 2). These patent rights
      were also recorded at the stockholder’s historical cost of $50,218.




At
      January 1, 2007, the Company owed its majority stockholder $25,041 from
      advances, net of repayments, made in prior years. During the six months ended
      June 30, 2006 no additional advances were made nor were there any repayments.
      The advances are unsecured, non-interest bearing and due upon demand as funds
      are available.




Also,
      at
      January 1, 2003, the Company owed another stockholder $153,064 from advances,
      net of repayments, made in prior years. During the six months ended June 30,
      2005 and each of the years ended December 31, 2004 and 2003, the Company repaid
      $4,282, $9,921 and $9,437, respectively, of these advances. The advances were
      unsecured and payable with interest at 5.0% in monthly payments of $1,406
      through March 2015. On May 30, 2005, the outstanding advances totaling $129,424
      and expenses of $5,576 were repaid through the issuance of 540,000 common stock
      shares.











In
      May of
      2005, the Company made a private placement of 2,000,000 shares of its restricted
      common stock to a beneficial stockholder at $0.05 per share. On December 5,
      2005, Dennis McKee (a beneficial stockholder) returned 300,000 shares to the
      Company. The Company resold the 300,000 shares of Treasury Stock as follows:
      52,000 shares of treasury stock were sold for $13,000 on December 29, 2005
      and
      40,000 shares of treasury stock were sold on January 9, 2006 for $10,000. In
      addition, the remaining 208,000 shares of treasury stock were sold on March
      31,
      2006 for $18,678. The aggregate price received for all of the treasury stock
      was
      $41,678.




**Item
      3. Controls and Procedures**




(a)
      Evaluation of disclosure controls and procedures.




Our
      Chief
      Executive Officer and Chief Financial Officer (collectively the “Certifying
      Officers”) maintain a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed, is accumulated and communicated to management timely. Under the
      supervision and with the participation of management, the Certifying Officers
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this report. Based
      upon
      that evaluation, the Certifying Officers concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relative to our company required to be disclosed in our periodic filings with
      the SEC. The Certifying Officers concluded that our disclosure controls and
      procedures are also effective to ensure that information required to be
      disclosed by the Company in reports that it files under the Exchange act is
      recorded, processed, summarized and reported within the time periods specified
      in the rules and forms of the SEC.




(b)
      Changes in internal controls.




None




**PART
        II - OTHER INFORMATION**
 
 Item
        1.   Legal Proceedings.
  The
        Company is currently not a party to any new legal proceedings and no such
        action
        by, or to the best of its knowledge, against the Company has been
        threatened.
  Item
        2.   Changes in Securities.
  The
        Company issued 1,900,000 shares of restricted common stock in full settlement
        of
        a lawsuit and 142,334 shares of restricted common stock for
        services.
  Item
        3.   Defaults Upon Senior Securities.
 
 None
  Item
        4.   Submission of Matters to a Vote of Security
        Holders.
  No
        matter
        was submitted during the quarter ending June 30, 2007 covered by this report
        to
        a vote of the Company’s shareholders, through the solicitation of proxies or
        otherwise.
  Item
        5.   Other Information.
 
 None
  Item
        6.Exhibits and Reports
        of Form
        8-K.
 
 (a)
              Exhibits
  31.1
        Certification pursuant to Section 302 of Sarbanes Oxley Act of
        2002
 32.1
        Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
 (b)
                Reports
                    of Form 8-K
 Two
        reports on Form 8-K were submitted which indicated the resignations of directors
        Jack Robinson and Teri Foster, respectively.














**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, there unto duly
      authorized.




**Universal
                Fog, Inc.**RegistrantDate:  July
                31, 2007
            *By:
                /s/ Tom Bontems*Tom
                BontemsPresident