**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**





(Mark
      One)


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





For
      the
      quarterly period ended **September
      30, 2008**


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





For
      the
      transition period from _____ to _____





Commission
      File No. **000-51060**





**UNIVERSAL
      FOG, INC.**


(Exact
      name of registrant as specified in its charter)


**Delaware**
              **86-0827216**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer Identification No.)**168
                  Binbei Street, Songbei District, Harbin City**
                **Heilongjiang
                  Province, People’s Republic of China**
                (Address
                  of principal executive offices)
              (Zip
                  Code)




**011-86-451
      8989 1246**


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the issuer (1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.







Large
                  accelerated filero
              Accelerated
                  fileroNon-accelerated
                  filero(Do not check if a smaller reporting company)
              Smaller
                  reporting companyx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes o No x





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court.  o Yes  o No





APPLICABLE
      TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.





As
      of
      November 10, 2008, the number of shares issued and outstanding of the issuer’s
      common stock is 44,694,634.










**UNIVERSAL
      FOG, INC** **.**





**FINANCIAL
      STATEMENTS**





**INDEX**





**Page**PART
                I — FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            2Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition
            9Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            11Item
                4.
            Controls
                and Procedures
            12PART
                II – OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            13Item
                2.
            Changes
                in Securities
            13Item
                3.
            Defaults
                Upon Senior Securities
            13Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            13Item
                5.
            Other
                Information
            13Item
                6.
            Exhibits
                and Reports on Form 8-K
            13Signatures
                and Required Certifications
            14





**Item
      1. Financial Information**





-
          2
          -


**FINANCIAL
      STATEMENTS**




**UNIVERSAL
      FOG, INC.**





**AND
      SUBSIDIARY**




**FINANCIAL
      STATEMENTS**




**As
      of September 30, 2008**




**Table
      of Contents**




Page
                #Unaudited
                Consolidated Balance Sheets
            4Unaudited
                Consolidated Statements of Operations
            5Unaudited
                Consolidated Statements of Cash Flows
            6Notes
                to the Unaudited Consolidated Financial Statements
            7 -
                8





-
          3
          -





**Universal
      Fog, Inc.**


**And
      Subsidiary**


**Consolidated
      Balance Sheets**


**As
      of September 30, 2008 and December 31, 2007**


**(Unaudited)**


September
                30,
                2008
              
              December
                31,
                2007***Assets***Total
                  Assets
              
              $
              0
              
              
              0**Liabilities
                  and Stockholders’ Equity****Total
                  Liabilities:**
              
              
              0
              
              
              0**Stockholders’
                  Equity:**Convertible preferred stock, $.0001 par value,10,000,000 shares authorized, none issued and outstanding
              
              
              0
              
              
              0Common stock, $.0001 par value,300,000,000 shares authorized, 44,694,634 shares issued and
                  outstanding
              
              
              4,469
              
              
              4,469Preferential Dividend
              
              
              (442,057
              )
              
              (442,057
              )Additional Paid-in Capital
              
              
              1,284,350
              
              
              1,113,424Accumulated Deficit
              
              
              (846,762
              )
              
              (675,836
              )Total
                  Stockholders’ Equity
              
              
              0
              
              
              0Total
                  Liabilities and Stockholders’ Equity
              
              $
              0
              
              
              0





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





-
          4
          -


**Universal
      Fog, Inc.**


**and
      Subsidiary**


**Consolidated
      Statements of Operations**


**(Unaudited)**





For the Three Months
              Ended
              September 30,
            
            For the Nine Months
              Ended
              September 30,2008
            
            2007
            
            2008
            
            2007OPERATING
                EXPENSESGeneral
                and administrative
            
            $
            78,473
            
            $
            67,741
            
            $
            170,925
            
            $
            155,464Loss
                for continuing operations
            
            
            (78,473
            )
            
            (67,741
            )
            
            (170,925
            )
            
            (155,464
            )Income
                from discontinued operations
            
            
            -
            
            
            69,832
            
            
            -
            
            
            211,535Net
                Income (Loss)
            
            $
            (78,473
            )
            $
            2,091
            
            $
            (170,925
            )
            $
            56,071Income
                (Loss) per Common Share: Basic and DilutedContinuing
                Operations
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00Discontinued
                Operations
            
            
            0.00
            
            
            0.00
            
            
            0.00
            
            
            0.00Total
            
            
            0.00
            
            
            0.00
            
            
            0.00
            
            
            0.00Weighted
                Average Common Shares Outstanding
            
            
            44,694,634
            
            
            44,694,634
            
            
            44,694,634
            
            
            44,694,634





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




-
          5
          -


**UNIVERSAL
      FOG, INC.**


**AND
      SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**


**(Unaudited)**





**2008**
            
            **2007**Cash
                flows from operating activities:Net
                cash (used in) provided by operating activities
            
            $
            (170,925
            )
            $
            112,716Cash
                flows from financing activities:Net
                cash provided by financing activities
            
            
            170,925
            
            
            -Net
                increase in cash
            
            
            -
            
            
            112,716Cash
                at beginning of period
            
            
            -
            
            
            9,756Cash
                at end of period
            
            $
            -
            
            $
            122,472**Supplemental
                Cash Flows Disclosures****2008**
            
            
            **2007**Interest
                paid
            
            $
            —
            
            $
            11,914Income
                taxes paid
            
            $
            —
            
            $
            —**Non-Cash
                Investing and Financing Activities****2008**
            
            
            **2007**Transfer
                of
                Liabilities
            
            
            —
            
            $
            442,057




***See
      Notes to Unaudited Consolidated Financial Statements.***





-
          6
          -




**UNIVERSAL
      FOG, INC.**


**AND
      SUBSIDIARY**


**NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**





**1.           BASIS
      OF PRESENTATION**





The
      accompanying unaudited interim consolidated financial statements of Universal
      Fog, Inc, have been prepared in accordance with accounting principles generally
      accepted in the United States of America and the rules of the Securities and
      Exchange Commission and should be read in conjunction with the audited financial
      statements and notes thereto contained in Universal Fog’s latest Annual Report
      filed with the SEC on Form 10-KSB. In the opinion of management, all
      adjustments, consisting of normal recurring adjustments, necessary for a fair
      presentation of financial position and the results of operations for the interim
      periods presented have been reflected herein. The results of operations for
      interim periods are not necessarily indicative of the results to be expected
      for
      the full year. Notes to the consolidated financial statements that would
      substantially duplicate the disclosure contained in the audited financial
      statements for the most recent fiscal year as reported in Form 10-KSB, have
      been
      omitted.





The
      accompanying consolidated financial statements included the general accounts
      of
      the Company, a Delaware corporation formerly Edmonds 6, Inc. (see above), 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 (see above)
      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, is 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 become those of the operating company, with adjustments
      to reflect the changes in equity structure and receipt of the assets and
      liabilities of UFI.





**2.           GOING
      CONCERN**





The
      consolidated financial statements of the Company have been prepared assuming
      that the Company will continue as a going concern. However, the Company has
      suffered recurring operating losses and it has substantially no cash. These
      conditions, among others, give rise to substantial doubt about the Company’s
      ability to continue as a going concern. Management is continuing to seek
      additional equity capital to fund its various activities. Management has also
      eliminated or reduced unnecessary costs. However, there is no assurance that
      steps taken by management will meet the Company’s needs or that it will continue
      as a going concern. The consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





-
          7
          -


**UNIVERSAL
      FOG, INC.**


**AND
      SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**3.           CHANGE
      IN CONTROL**





As
      more
      fully described in the 8-K filed on September 14, 2007, Sun Xin purchased
      22,000,545 shares of common stock and 4,000,000 shares of convertible preferred
      stock owned by Tom Bontems for $500,000. In addition, the 4,000,000 shares
      of
      convertible preferred stock were subsequently cancelled and reissued 2,061,200
      common shares to Sun Xin and 1,938,800 common shares to Tom
      Bontems.





Simultaneously,
      under the terms of an asset purchase and sale agreement executed the same day,
      Universal Fog Systems, Inc. assumed all of the liabilities of Universal Fog,
      Inc. and these liabilities were removed from the Company’s balance
      sheet.  Subject to the conditions set forth in the asset purchase and
      sale agreement, a second closing will take place within 90 days, at which time
      the assets of Universal Fog, Inc. will be transferred to Universal Fog Systems,
      Inc.  Conditions precedents to the second closing include a reverse
      split of the common stock of Universal Fog, Inc. and the acquisition by
      Universal Fog, Inc. of Harbin Humankind Biology Technology Co.
      Limited.  Sun Xin acquired 53.8 % of the common stock of Universal
      Fog, Inc.





Under
      the
      terms of the purchase and sale agreement, even though the transfer of the assets
      is not closed yet, Universal Fog Systems, Inc was assigned the right to manage
      the assets of the Company and is bearing the gain or loss of the operations
      after the close of the transfer of the liabilities.  As a result, the
      Company lost control of its assets upon transferring the liabilities. For
      accounting purposes, the sale of assets already occurred even though transaction
      is not legally closed yet.





As
      a
      result, all assets and liabilities are deemed to be transferred to Universal
      Fog
      Systems, Inc as of September 14, 2007. Since Universal Fog Systems, Inc is
      owned
      by the principal owner of the Company (Tom Bontems), the transaction is deemed
      to be between entities under common control. As a result, no gain or loss are
      recognized and the difference between the assets and liabilities transferred
      are
      recorded as preferential dividends to principal shareholder in the stockholders’
equity section.





As
      a
      result of the transaction, discontinued operations was presented in the income
      statements.





**4.           ONGOING
      TRANSACTIONS**





On
      October 19, 2007, the Board of Directors approved a 1:20 reverse stock split
      of
      the Company’s common stock. A written consent was approved by the shareholders
      owning a majority of the shares, which consent provides that the Company shall
      have the authority to amend our certificate of incorporation to effect a 1:20
      reverse stock split of our common stock. A Preliminary Information Statement
      was
      filed with the Commission on October 23, 2007, and underwent a review by the
      staff of the Commission and several rounds of revisions. The authorized common
      shares will remain at 310,000,000 of which 10,000,000 will remain as authorized
      preferred shares. A Definitive Information Statement on Schedule 14C was filed
      with the Commission on October 20, 2008 and it was mailed out to the
      stockholders of record on October 24, 2008. The reverse split is expect to
      take
      effect on November 13, 2008, 20 days after the mailing of the Definitive
      Information Statement on Schedule 14C on October 24, 2008.





-
          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-KSBfor the year ended December 31, 2007, 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, 2007 Annual Report.





Some
      of
      the statements under “Description of Business,”, “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





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.





-
          9
          -




Plan
      of Operation





On
      September 14, 2007, a share exchange agreement was completed in which Tom
      Bontems sold his control shares in the Company to Sun Xin and simultaneously
      a
      contract to transfer all of the assets and liabilities of Universal Fog,
      Inc.  to Universal Fog Systems, Inc. was executed.  As a
      result, the Company does not have any operations at this point. The Company
      plans to merge itself with a Chinese company in the business of manufacturing
      and distributing health related products in the near future.





**Results
      of Operations**





Comparison
      of the Three Month Periods Ended September 30, 2008 and 2007




On
      September 14, 2007, a share exchange agreement was completed in which Tom
      Bontems sold his control shares in the Company to Sun Xin and simultaneously
      a
      contract to transfer all of the assets and liabilities of Universal Fog,
      Inc.  to Universal Fog Systems, Inc. was executed.  The
      accounting treatment for the transaction is Discontinued Operations and
      therefore there are no comparisons presented for the quarter ended September
      30,
      2008 and 2007. The net loss of $78,473 for the three months ended September
      30,
      2008 is related to general and administrative expenses for accounting, auditing
      and SEC filings, which increased compared to the three months ended September
      30, 2007.





Liquidity
      and Capital Resources





We
      funded
      our cash requirements for the three-month period ended September 30, 2008
      through capital contributions by our majority stockholder. The Company does
      not
      have any material commitments for capital expenditures as of the date of this
      report.




The
      consolidated financial statements of the Company have been prepared assuming
      that the Company will continue as a going concern. However, the Company has
      suffered recurring operating losses and it has substantially no cash. These
      conditions, among others, give rise to substantial doubt about the Company’s
      ability to continue as a going concern. Management is continuing to seek
      additional equity capital to fund its various activities. Management has also
      eliminated or reduced unnecessary costs. However, there is no assurance that
      steps taken by management will meet the Company’s needs or that it will continue
      as a going concern. The consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





Comparison
      of the Nine Month Periods Ended September 30, 2008 and 2007





On
      September 14, 2007, a share exchange agreement was completed in which Tom
      Bontems sold his control shares in the Company to Sun Xin and simultaneously
      a
      contract to transfer all of the assets and liabilities of Universal Fog, Inc.
      to
      Universal Fog Systems, Inc. was executed.  The accounting treatment
      for the transaction is Discontinued Operations and therefore there are no
      comparisons presented for the nine months ended September 30, 2008 and
      2007. The net loss of $170,925 for the nine months ended September 30, 2008
      is
      related to general and administrative expenses for accounting, auditing and
      SEC
      filings, which increased compared to the nine months ended September 30,
      2007.





-
          10
          -




Liquidity
      and Capital Resources





We
      funded
      our cash requirements for the nine-month period ended September 30, 2008 through
      capital contributions by our majority stockholder. The Company does not have
      any
      material commitments for capital expenditures as of the date of this
      report





UFI
      has
      suffered a loss s for the nine-month period ending September 30, 2008 of
      $170,925.





Change
      in Control





As
      more
      fully described in the 8-K filed on September 14, 2007, Sun Xin purchased
      22,000,545 shares of common stock and 4,000,000 shares of convertible preferred
      stock owned by Tom Bontems for $500,000. In addition, the 4,000,000 shares
      of
      convertible preferred stock were subsequently cancelled and reissued 2,061,200
      common shares to Sun Xin and 1,938,800 common shares to Tom
      Bontems.





Simultaneously,
      under the terms of an asset purchase and sale agreement executed the same day,
      Universal Fog Systems, Inc. assumed all of the liabilities of Universal Fog,
      Inc. and these liabilities were removed from the Company’s balance sheet.
      Subject to the conditions set forth in the asset purchase and sale agreement,
      a
      second closing was to place within 90 days, at which time the assets of
      Universal Fog, Inc. will be transferred to Universal Fog Systems, Inc.
      Conditions precedents to the second closing include a reverse split of the
      common stock of Universal Fog, Inc. and the acquisition by Universal Fog, Inc.
      of Harbin Humankind Biology Technology Co. Limited. Sun Xin acquired 53.8 %
      of
      the common stock of Universal Fog, Inc. The closing of the asset purchase and
      sale agreement has not taken place.





Under
      the
      terms of the purchase and sale agreement, even though the transfer of the assets
      is not closed, Universal Fog Systems, Inc was assigned the right to manage
      the
      assets of the Company and is bearing the gain or loss of the operations after
      the close of the transfer of the liabilities. As a result, the Company lost
      control of its assets upon transferring the liabilities. For accounting
      purposes, the sale of assets occurred even though transaction is not legally
      closed.





As
      a
      result, all assets and liabilities are deemed to be transferred to Universal
      Fog
      Systems, Inc as of September 14, 2007. Since Universal Fog Systems, Inc is
      owned
      by the principal owner of the Company (Tom Bontems), the transaction is deemed
      to be between entities under common control. As a result, no gain or loss is
      recognized and the difference between the assets and liabilities transferred
      are
      recorded as preferential dividends to principal shareholder in the stockholders’
equity section.





As
      a
      result of the transaction, discontinued operations were presented in the income
      statements.





Ongoing
      Transactions





On
      October 19, 2007, the Board of Directors approved a 1:20 reverse stock split
      of
      the Company’s common stock. A written consent was approved by the shareholders
      owning a majority of the shares, which consent provides that the Company shall
      have the authority to amend our certificate of incorporation to effect a 1:20
      reverse stock split of our common stock. A Preliminary Information Statement
      was
      filed with the Commission on October 23, 2007, and underwent a review by the
      staff of the Commission and several rounds of amendments. The authorized common
      shares will remain at 310,000,000 of which 10,000,000 will remain as authorized
      preferred shares. A Definitive Information Statement on Schedule 14C was filed
      with the Commission on October 20, 2008 and it was mailed out to the
      stockholders of record on October 24, 2008. The reverse split is expect to
      take
      effect on November 13, 2008, 20 days after the mailing of the Definitive
      Information Statement on Schedule 14C on October 24, 2008.





On
      October 15, 2007, the Company entered in to a Share Exchange Agreement to
      acquire 100% of the share capital of China Health Industries Holdings Limited
      which owns 100% of the share capital of Harbin Humankind Biology Technology
      Co.
      Limited. Pursuant to the agreement, the Company will acquire one hundred percent
      (100%) of all of the issued and outstanding share capital from Sun Xin in
      exchange for 60,000,000 shares of Universal Fog, Inc. common stock.





Related
      Party Transactions





In
      connection with a Securities Purchase Agreement, dated September 10, 2007 (the
      “Securities Purchase Agreement”). in which Sun, Xin acquired 24,061,745 shares
      of common stock of UFI for a purchase price of $500,000 from Tom Bontems, UFI
      and Universal Fog Systems, Inc., an Arizona corporation which is wholly owned
      by
      Tom Bontems (“UFSI”), entered into an Asset Purchase and Sale Agreement., also
      dated September 10, 2007 (the “APSA”). Pursuant to the ASPA, UFSI agreed to
      acquire all of the assets and assume all of the liabilities of UFI for no
      additional consideration than entering into the Securities Purchase Agreement
      and a Share Exchange Agreement, pursuant to which, as described in the
      Subsequent Event note to the Notes to our Financial Statements, a company known
      as China Health Industries Holdings Limited and its wholly owned subsidiary,
      Harbin Humankind Biology Technology Co. Limited, agreed to enter into a reverse
      merger with UFI.





**Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk**





In
      the
      normal course of business, operations of the Company are exposed to fluctuations
      in interest rates. These fluctuations can vary the costs of financing and
      investing yields. During the first nine months of 2008, the Company has not
      utilized any financing arrangements or investing arrangements and is not
      currently subject to any market risk.




-
          11
          -




**Item
      4.**  **Controls
      and Procedures**





**Evaluation
      of our Disclosure Controls**





As
      of the
      end of the period covered by this Quarterly Report on Form 10-Q, our principal
      executive officer and principal financial officer have evaluated the
      effectiveness of our “disclosure controls and procedures” (“Disclosure
      Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are
      designed with the objective of ensuring that information required to be
      disclosed in our reports filed under the Exchange Act, such as this Quarterly
      Report, is recorded, processed, summarized and reported within the time periods
      specified in the Securities and Exchange Commission’s rules and forms.
      Disclosure Controls are also designed with the objective of ensuring that such
      information is accumulated and communicated to our management, including the
      CEO
      and CFO, as appropriate to allow timely decisions regarding required disclosure.
      Our management, including the CEO and CFO, does not expect that our Disclosure
      Controls will prevent all error and all fraud. A control system, no matter
      how
      well conceived and operated, can provide only reasonable, not absolute,
      assurance that the objectives of the control system are met. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. The design of any
      system of controls also is based in part upon certain assumptions about the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.





Based
      upon their controls evaluation, our CEO and CFO have concluded that our
      Disclosure Controls are effective at a reasonable assurance level.




**Changes
      in internal control over financial reporting**





There
      have been no changes in our internal controls over financial reporting during
      our third fiscal quarter that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial reporting.




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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal Proceedings.**





None.





**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 a Vote of Security
      Holders.**





No
      matter
      was submitted during the quarter ending September 30, 2008, 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 on Form
      8-K.**




(a)
            Exhibits31.1
            Certification
                of Chairman and Chief Financial Officer Pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of
                2002


31.2
            Certification
                of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
                adopted pursuant to Section 302 of the Sarbanes Oxley Act of
                200232.1
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of the Sarbanes Oxley Act of
                2002


32.2
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of the Sarbanes Oxley Act of
                2002




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**SIGNATURES**





Pursuant
      to the requirements 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
                  FOG, INC.November
                  12, 2008
              /s/Tom
                  BontemsTom
                  BontemsChief
                  Executive OfficerNovember
                  12, 2008
              /s/
                  Sun, XinSun,
                  XinChairman
                  and Chief Financial Officer




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