UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-Q


Amendment
No. 1








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





For
the quarterly period ended March 31, 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. 000-50814








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)







011-86-451
8989 1246


(Issuer’s
telephone number)








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. 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 Fule 12b-2 of the
Exchange Act.





Larger
accelerated filer  o          Accelerated
filer  o Non-accelerated
filer  o (Do not check if a smaller reporting
company)        Smaller reporting
company  x





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





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of April 23, 2008: 44,694,634 shares of common stock.





UNIVERSAL
FOG, INC.




FINANCIAL
STATEMENTS




INDEX








PagePART
      I -- FINANCIAL INFORMATIONItem
      1.
            Financial
      Statements
            2Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition
            10Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            12Item
      4(A).
            Controls
      and Procedures
            12Item
      4(A)T.
            Controls
      and Procedures
            13PART
      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
            14Item
      6.
            Exhibits
      and Reports on Form 8-K
            14Signatures
      and Required Certifications
            14






Item 1. Financial
Information




BASIS OF
PRESENTATION




The
accompanying financial statements are presented in accordance with U.S.
generally accepted accounting principles for interim financial information and
the instructions to Form 10-K and item 310 under Regulation S-K.
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 three
months ended March 31, 2008 are not necessarily indicative of results that may
be expected for the year ending December 31, 2008. The financial statements are
presented on the accrual basis.





- 2
-






FINANCIAL
STATEMENTS




UNIVERSAL
FOG, INC.





AND
SUBSIDIARY




FINANCIAL
STATEMENTS










As
of March 31, 2008






Table
of Contents








Page
      #Consolidated
      Balance Sheet
            4Consolidated
      Statements of Operations
            5Consolidated
      Statements of Cash Flows
            6Notes
      to the Consolidated Financial Statements
            7 -
      9










- 3
-


Universal
Fog, Inc.


And
Subsidiary


Consolidated
Balance Sheet


As
of March 31, 2008 (Unaudited) and December 31, 2007 (Audited)







March
      31,
              2008
            
            
            December
      31,
              2007AssetsTotal
      Assets
            
            $
            0
            
            
            
            0Liabilities
      and Stockholders’ EquityTotal
      Liabilities:
            
            
            0
            
            
            
            0Stockholders’
      Equity:Convertible
      preferred stock, $.0001 par value,10,000,000
      shares authorized, noneissued
      and outstanding
            
            
            0
            
            
            
            0Common
      stock, $.0001 par value,300,000,000
      shares authorized,44,694,634
      sharesissued
      and outstanding
            
            
            4,469
            
            
            
            4,469Preferential
      Dividend – Tom Bontems
            
            
            (442,057
            )
            
            
            (442,057
            )Additional
      Paid-in Capital
            
            
            1,149,814
            
            
            
            1,113,424Accumulated
      Deficit
            
            
            (712,226
            )
            
            
            (675,836
            )Total
      Stockholders’ Equity
            
            
            0
            
            
            
            0Total
      Liabilities and Stockholders’ Equity
            
            $
            0
            
            
            
            0








See
Notes to Consolidated Financial Statements





- 4
-




Universal
Fog, Inc.


and
Subsidiary


Consolidated
Statements of Operations


(Unaudited)








3
      Mos.Ended
              March
      31, 2008
            
            
            3
      Mos. Ended
              March
      31,2007General
      and administrative expenses
            
            
            36,390
            
            
            
            32,779Loss
      from continuing operations
            
            
            (36,390
            )
            
            
            (32,779
            )Income
      from discontinued operations
            
            
            0
            
            
            
            18,237Net
      Loss
            
            $
            (36,390
            )
            
            $
            (14,542
            )Loss
      Per Common Share: Basic and DilutedContinuing
      operations
            
            $
            0.00
            
            
            $
            0.00Discontinued
      operations
            
            
            0.00
            
            
            
            0.00Total
            
            
            0.00
            
            
            
            0.00Weighted
      Average Common Shares Outstanding
            
            
            40,155,384
            
            
            
            38,642,300










See
Notes to Consolidated Financial Statements





- 5
-


UNIVERSAL
FOG, INC.


AND
SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007


(Unaudited)





2008
            
            
            2007Cash
      flows from operating activities:Net
      cash provided by (used in) operating activities
            
            $
            (36,390
            )
            
            $
            8,498Cash
      flows from investing activities:Net
      cash (used in) investing activities
            
            
            -
            
            
            
            -Cash
      flows from financing activities:Net
      cash provided by financing activities
            
            
            36,390
            
            
            
            2,907Net
      increase (decrease) in cash
            
            
            0
            
            
            
            11,405Cash
      at beginning of period
            
            
            0
            
            
            
            9,755Cash
      at end of period
            
            $
            0
            
            
            $
            21,160











Supplemental Cash Flows Disclosures2008
            
            2007Interest
      paid
            $
            --
            
            $
            2,898Income
      taxes paid
            $
            --
            
            $
            --Non-Cash
      Investing and Financing Activities2008
            
            2007$
            --
            
            $
            --








See
Notes to Consolidated Financial Statements.





- 6
-


UNIVERSAL
FOG, INC.


AND
SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS








1.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Business
and operations





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-LOKTM 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, such as water vapor, clouds, and fog, which
manifest due to the earth’s environment. Universal Fog, Inc. 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 up to 40°F 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.





CRITICAL
ACCOUNTING POLICIES





We have
identified the policies below as critical to our business operations and the
understanding of our results of operations. The impact and any associated risks
related to these policies on our business operations are discussed throughout
this section where such policies affect our reported and expected financial
results. Our preparation of our Consolidated Financial Statements requires us to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.





Our
accounting policies that are the most important to the portrayal of our
financial condition and results, and which require the highest degree of
management judgment relate to revenue recognition, the provision for
uncollectible accounts receivable, property and equipment, advertising and
issuance of shares for service.





In
December 2001, the SEC issued a cautionary advice to elicit more precise
disclosure about accounting policies management believes are most critical in
portraying our financial results and in requiring management’s most difficult
subjective or complex judgments. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make judgments and estimates.





We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements.





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. (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.





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




Cash
and cash flows





For
purposes of the consolidated statements of cash flows, cash includes demand
deposits, time deposits, short-term cash equivalent investments with original
maturities of less than three months and cash management money market funds
available on a daily basis.





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.





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. For the three
months ended March 31, 2008 and 2007, basic income/loss per share amounts are
based on 44,694,634 and 38,642,300 weighted-average number of common stock
shares outstanding, respectively.





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. As part of the share exchange agreement, these shares were returned
to the Company.  See Note 5 and 6 for the exchange
agreement.





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.





Stock options, warrants and
other rights





As of
March 31, 2007, the Company had not adopted any employee stock option plans and
no other stock options, warrants or other stock rights have been granted or
issued.





3.           COMMITMENTS
AND CONTINGENCIES





Leases





At
December 31, 2006, the Company was not obligated under any capital or operating
lease agreements.





Legal
matters





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





On
January 16, 2005, Brian Hahn, Chief Operating Officer, presented a proposed
employment contract for the Board of Directors approval. The Board, by unanimous
vote, declined to approve the contract and, as part of a cost containment
process, terminated Mr. Hahn’s services to the Company. Mr. Hahn filed suit
alleging a contractual violation and requesting cash damages of $63,453 and
common stock in the amount of 3,458,295 shares. As of December 31, 2005, the
Company accrued a loss contingency of $12,602 relating to this matter. As of
December 31, 2006, an additional loss contingency of $82,398 was accrued to
reflect a settlement agreement which was reached on March 22, 2007.




- 8
-


UNIVERSAL
FOG, INC.
 AND
SUBSIDIARY
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





4.     RELATED
PARTY TRANSACTIONS





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 preferred stock (Note 2). These patent rights were also recorded at
the stockholder’s historical cost of $50,218.





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 notes 5 and 6 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.





5.           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.





6.           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 is undergoing a review by the
staff of the Commission. The authorized common shares will remain at 310,000,000
of which 10,000,000 will remain as authorized preferred shares.





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.


- 9
-


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, 2005, 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, 2005 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.





- 10
-




Plan of
Operation





Universal
Fog, Inc. was incorporated in the State of Arizona on July 11, 1996and 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 August19, 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-LOKTM 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, such as water vapor, clouds, and fog, which
manifest due to the earth’s environment. Universal Fog 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 up to 40°F 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.





Results
of Operations





Comparison of the
Three-Month Periods Ended March 31, 2007 and 2006





On
September 14, 2007, a share exchange agreement was completed in Tom Bontems sold
his control shares in 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 March 31, 2008 and
2007.





Liquidity and Capital
Resources





We funded
our cash requirements for the three-month period ended March 31, 2007 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.
Management believes sufficient cash flow will be available during the next
twelve months to satisfy its short-term obligations.





UFI has
suffered a loss from discontinued operations for the three-month period ending
March 31, 2008 of $36,390.





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, 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.





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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 is
undergoing a review by the staff of the Commission.   The
authorized common shares will remain at 310,000,000 of which 10,000,000 will
remain as authorized preferred shares.





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





The
Company’s previous 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 preferred stock (Note 2). These patent rights were also
recorded at the stockholder’s historical cost of $50,218.





At
January 1, 2006, the Company owed its majority stockholder $48,174 from
advances, net of repayments, made in prior years. During the year ended December
31, 2006, additional advances of $22,086 were made and the Company repaid
$45,277 of these advances. The advances are unsecured, non-interest bearing and
due upon demand as funds are available.





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 three months of 2008, the Company has not
utilized any financing arrangements or investing arrangements and is not
currently subject to any market risk.





Item
4(A)  Controls and Procedures





Evaluation of
Controls.  As of the end of the period covered by this report
on Form 10-Q, we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures ("Disclosure Controls"). This evaluation
(“Evaluation”) was performed by our Chief Executive Officer, Chief Financial
Officer and Principal Accounting Officer, Thomas Bontems (“Bontems”) and Sun,
Xin (“Sun”).  In this section, we present the conclusions of Bontems
and Sun based on and as of the date of the Evaluation with respect to the
effectiveness of our Disclosure Controls.





CEO/CFO/Principal Accountant
Certification.  Attached to this quarterly report are certain
certifications of the CEO/CFO/Principal Accountant, which are required in
accordance with the Exchange Act and the Commission's rules implementing such
section (the "Rule 13a-14(a)/15d–14(a) Certifications"). This section of the
quarterly report contains the information concerning the Evaluation referred to
in the Rule 13a-14(a)/15d–14(a) Certifications. This information should be read
in conjunction with the Rule 13a-14(a)/15d–14(a) Certifications for a more
complete understanding of the topic presented.





Disclosure Controls.
Disclosure Controls are procedures designed with the objective of ensuring that
information required to be disclosed in our reports filed with the Commission
under the Exchange Act, such as this quarterly report, is recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and forms. Disclosure Controls are also designed with the objective of
ensuring that material information relating to us is made known to the CEO and
the CFO by others, particularly during the period in which the applicable report
is being prepared.





Limitations on the Effectiveness of
Controls. Our management does not expect that our Disclosure Controls
will prevent all error and all fraud. A control system, no matter how well
developed and operated, can provide only reasonable, but not absolute assurance
that the objectives of the control system are met.  Further, the
design of the control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
design and monitoring 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. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of a 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
objectives under all potential future conditions. Over time, control may become
inadequate because of changes in conditions, or because the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.





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Scope of the Evaluation. The
CEO/CFO/Principal Accountant’s evaluation of our Disclosure Controls included a
review of the controls' (i) objectives, (ii) design, (iii) implementation, and
(iv) the effect of the controls on the information generated for use in this
quarterly report. In the course of the Evaluation, the CEO/CFO/Principal
Accountant sought to identify data errors, control problems, acts of fraud, and
they sought to confirm that appropriate corrective action, including process
improvements, was being undertaken. This type of evaluation is done on a
quarterly basis so that the conclusions concerning the effectiveness of our
controls can be reported in our quarterly reports on Form 10-QSB and annual
reports on Form 10-KSB/A. The overall goals of these various evaluation
activities are to monitor our Disclosure Controls, and to make modifications if
and as necessary.  Our intent in this regard is that the Disclosure
Controls will be maintained as dynamic systems that change (including
improvements and corrections) as conditions warrant.





Conclusions.  Based
upon the Evaluation, our disclosure controls and procedures are designed to
provide reasonable assurance of achieving our objectives. Our CEO/CFO/Principal
Accountant has concluded that our disclosure controls and procedures are
effective at that reasonable assurance level to ensure that material information
relating to the Company is made known to management, including the
CEO/CFO/Principal Accountant, particularly during the period when our periodic
reports are being prepared, and that our Internal Controls are effective at that
assurance level to provide reasonable assurance that our financial statements
are fairly presented inconformity with accounting principles generally accepted
in the United States. Additionally, there has been no change in our Internal
Controls that occurred during our most recent fiscal quarter or fiscal year that
has materially affected, or is reasonably likely to affect, our Internal
Controls. Subsequent to this Evaluation, we became aware on April 17, 2008 that
our Form 10-KSB for the year ended December 31, 2007, contained financial
information for 2006 that was not accompanied by a valid auditor’s report and
was presented as if it had been accompanied by such a report. We filed an
amended Form 10-KSB within 24 hours and have engaged an auditor to provide the
required audit report.  The Company will take further steps to remedy
the situation as promptly as practicable





Item 4(A)T Controls and
Procedures





(a)           The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934, as amended). Management conducted an
evaluation of the effectiveness of the Company’s internal control over financial
reporting based on the criteria set forth in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation, management has concluded that the
Company’s internal control over financial reporting was not effective as of
December 31, 2007.  See the discussion under Item 4(A)
above.





(b)           This
quarterly report does not include an attestation report of the company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management’s
report in this quarterly report.





(c)           There
were no changes in the Company's internal controls over financial reporting,
known to the chief executive officer or the chief financial officer that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.





PART
II - OTHER INFORMATION





Item
1.                      Legal
Proceedings.





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





On March
22, 2007, UFI reached a settlement agreement with Brian Hahn in the contractual
violation law suit. The settlement agreement provides that Mr. Hahn receive
1,900,000 restricted shares of UFI’s common shares and be awarded warrants to
purchase an additional 2,000,000 restricted common shares at $0.125 per share.
The cost of the 1,900,000 shares was reflected in the Company’s consolidated
statement of operations for the year ended December 31, 2006 by an addition to
the accrued loss contingency of $82,398. The shares were valued at $95,000 which
is the fair value of the shares reflected by the closing bid price on the Over
the Counter Bulletin Board on March 22, 2007.  Mr. Hahn signed the
agreement on April 5, 2007.  The agreement provided that
1,900,000 shares would be issued within 30 days of the final
signing.





Item
2.                   Changes
in Securities.





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 March 31, 2008, covered by this report
to a vote of the Company’s shareholders, through the solicitation of proxies or
otherwise.





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Item
5.                   Other
Information.





None.





Item
6.                   Exhibits
and Reports on Form 8-K.




(a)                    Exhibits




31.1 
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 2002


32.1 
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




(b)                   Reports
on Form 8-K




2-20-2008
– Super 8-K/A Securities Purchase Agreement


4-4-2008
– Change in Certifying Accountant








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.


Registrant






Date:
      July 7, 2008
            By:
      /s/ Sun, Xin
            
            By:
      /s/ Tom BontemsSun,
      Xin
            
            Tom
      BontemsChairman
      and CFO
            
            Chief
      Executive Officer





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