**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 September 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)
    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).
 Yes
        o
        No x
 
 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 November 9, 2007: 44,694,634 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 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
        nine
        months ended September 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 September 30, 2007**
      Page
                  #Consolidated
                  Balance Sheet
              F-1Consolidated
                  Statements of Operations
              F-2Consolidated
                  Statements of Cash Flows
              F-3Notes
                  to the Consolidated Financial Statements
              F-5
     
   **Universal
        Fog, Inc.**
  **and
        Subsidiary**
  **Consolidated
        Balance Sheet**
 **(Unaudited)**
 September
                  30,
                2007***Assets*****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              122,472Accounts Receivable, net of allowancefor
                  doubtful accounts of $20,370
              
              
              62,962Inventory
              
              
              157,568Total
                  Current Assets
              
              
              343,002Property,
                  Plant, and Equipment, net ofaccumulated
                  depreciation of  $136,019408,342Patent
                  Rights, net of $6,496 ofaccumulated
                  amortization
              
              
              43,722Total
                  Assets
              
              $
              795,066**Liabilities
                  and Stockholders’ Equity****Current
                  Liabilities**(Note 7)
              
              $
              0Total
                  Current Liabilities
              
              
              0**Stockholders’
                  Equity:**Common
                  stock, $.0001 par value,300,000,000
                  shares authorized,44,694,634
                  sharesissued
                  and outstanding
              
              
              4,469Special
                  Paid in
                  Capital (Note 7)
              
              
              358,783Additional
                  Paid in Capital
              
              
              1,015,845Accumulated
                  Deficit
              
              
              (584,031
              )Total
                  Stockholders’ Equity
              
              
              795,066Total
                  Liabilitiesand
                  Stockholders’ Equity
              
              $
              795,066
 ***See
          Notes to Consolidated Financial Statements***
    
 
 F-1
    **Universal
        Fog, Inc.**
  **and
        Subsidiary**
  **Consolidated
        Statements of Operations**
 **(Unaudited)**
   3
                  Mos. Ended September 30, 2007
              
              
              3
                  Mos. Ended
                Sept
                  30, 2006
              
              
              9
                  mos. Ended
                September
                  30, 2007
              
              
              9
                  mos. Ended
                September
                  30, 2006Sales,
                  net of returns
              
              $
              224,841
              
              
              $
              261,039
              
              
              $
              671,477
              
              
              $
              744,248Cost
                  of Sales
              
              
              112,402
              
              
              
              126,089
              
              
              
              341,718
              
              
              
              364,589Gross
                  Profit
              
              
              112,439
              
              
              
              134,950
              
              
              
              329,759
              
              
              
              379,659Operating
                  Expenses:General
                  and administrative expenses
              
              
              67,741
              
              
              
              85,427
              
              
              
              155,464
              
              
              
              244,512Advertising
                  & Marketing
              
              
              6,236
              
              
              
              2,718
              
              
              
              15,421
              
              
              
              8,947Compensation
                  Costs
              
              
              34,436
              
              
              
              53,610
              
              
              
              90,889
              
              
              
              169,485Total
                  Operating Expenses
              
              
              108,413
              
              
              
              141,755
              
              
              
              261,774
              
              
              
              422,944Income
                  (Loss) from operations
              
              
              4,026
              
              
              
              (6,805
              )
              
              
              67,985
              
              
              
              (43,285
              )Interest
                  Expense
              
              
              1,935
              
              
              
              3,405
              
              
              
              11,914
              
              
              
              13,329Income
                  (Loss) before income taxes
              
              
              2,091
              
              
              
              (10,210
              )
              
              
              56,071
              
              
              
              (56,614
              )Provision
                  for Income Taxes
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Net
                  Income (Loss)
              
              $
              2,091
              
              
              $
              (10,210
              )
              
              $
              56,071
              
              
              $
              (56,614
              )Weighted
                  Average Shares Outstanding
              
              
              43,761,300
              
              
              
              38,652,300
              
              
              
              43,761,300
              
              
              
              38,652,300Earnings
                  (Loss) Per Common Share:Basic
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              0.00
   ***See
        Notes to Consolidated Financial Statements***
    F-2
     
 
  **UNIVERSAL
        FOG, INC.**
 **AND
        SUBSIDIARY**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2007 and 2006**
   2007
              
              
              2006Cash
                  flows from operating activities:Net
                  cash provided by (used in) operating activities
              
              $
              112,716
              
              
              $
              18,922Cash
                  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
              
              
              
              (38,029
              )Net
                  increase (decrease) in cash
              
              
              112,716
              
              
              
              (19,107
              )Cash
                  at beginning of period
              
              
              9,756
              
              
              
              44,859Cash
                  at end of period
              
              $
              122,472
              
              
              $
              25,752
   ***See
        Notes to Consolidated Financial Statements***
       F-3
    **UNIVERSAL
        FOG, INC.**
 **AND
        SUBSIDIARY**
 **CONDENSED**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
  ***Supplemental
                  Cash Flows Disclosures***2007
              
              
              2006Interest
                  paid
              
              $
              11,914
              
              
              $
              13,329Income
                  taxes paid
              
              $
              --
              
              
              $
              --**Non-Cash
                  Investing and Financing Activities**2007
              
              
              2006Transfer
                  of Liabilities
              
              $
              358,783
   ***See
        Notes to Consolidated Financial Statements.***
    F-4
  **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.
  **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.
  **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.
   F-5
  **Goodwill
        and intangible assets**
  In
        June
        2001, the Financial Accounting Standards Board issued 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 (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
        patents rights are being amortized using the straight-line method over their
        remaining estimated lives of approximately six and sixteen years. For the
        nine
        months ended September 30, 2007 amortization expense related to these patent
        rights totaled $2,214.  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 nine months ended September 30, 2007 and 2006, basic
        income/loss per share amounts are based on 43,761,300, and 38,652,300,
        43,761,300 and 38,652,300 weighted-average number of common stock shares
        outstanding, respectively. For the three and nine months ended September
        30,
        2006, 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 (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 (Notes 1 and 5). In
        addition, the shares will survive and not be affected by any recapitalization,
        reorganization or reverse stock split.
 On
        September 10, 2007, these preferred stock shares were converted to common
        and
        re-issued as follows:  2,061,200 common shares were issued to Sun Xin
        and 1,938,800 common shares were issued to Tom Bontems.
  **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.
   F-6
  **Stock
        options, warrants and other rights**
  As
        of
        September 30, 2007, the Company had not adopted any employee stock option
        plan;
        however, warrants to purchase 2,000,000 shares of common stock were granted
        to
        Brian Hahn as part of the settlement of a lawsuit.
  **3.**          ******RISKS
        AND UNCERTAINTIES**
  The
        Company operates in a highly specialized industry. The concept is inherent
        in
        nature, such as water vapor, clouds and fog, which occur due to the earth’s
        environment. Universal Fog, Inc.’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 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 consisted of a mortgage payable and interest bearing
        advances payable to a stockholder at September 30, 2006(Note 5).  On
        September 14, 2007 these borrowings were transferred to Universal Fog Systems,
        Inc.
  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 bears interest at 8.34% with a balloon payment
        of
        $114,323.07 which will be due on May 30, 2011, and has 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
        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. As part of the transaction described
        in
        Note 7, the mortgage is being transferred to Universal Fog Systems,
        Inc.
  **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
        one 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 (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 (Note 2). These patent rights were
        also recorded at the stockholder’s historical cost of $50,218.
  At
        January 1, 2003, the Company owed a stockholder $153,064 from advances, net
        of
        repayments, made in prior years. During the years ended December 31, 2004
        and
        2003, and the five months ended May 30, 2005 the Company repaid $9,921, $9,437
        and 4,282 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.
   F-7
  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). The Company sold the treasury stock in 2006.
 
 **6.           LEGAL
        MATTERS**
  The
        Company is subject to legal proceedings that arise in the ordinary course
        of
        business.
 
 On
        January 16, 2005, Brian Hahn, COO,
        presented a proposed employment contract for Board of Directors approval.
        The
        Board, by unanimous vote, declined to approve the contract and part of a
        cost
        containment process, terminated Mr. Hahn’s services to the Company.
        Mr. Hahn filed suit in the Superior Court,MaricopaCounty,
        (No. CV2006-002259) alleging a
        contractual violation and requesting cash damages of $63,453.36 and common
        stock
        in the amount of 3,458,295 shares. On March 22, 2007, UFI reached a settlement
        agreement with Brian Hahn. 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.
  **7.          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.
  The
        Company has chosen to treat this “Change of Control” as a two-step transaction
        as of September 30, 2007, and in these financial statements, has accordingly
        reflected the transfer of liabilities to Universal Fog Systems, Inc. effective
        as of September 14, 2007. Accordingly, the Company has shown the liabilities
        section of the balance sheet as zero and reflected the liabilities transferred
        as “Special Paid in Capital” in the capital section of the balance
        sheet.  The Company’s management believes this is the most informative
        presentation.  Due to time constraints, as of this filing, neither the
        Securities and Exchange Commission nor the Company’s independent registered
        public accounting firm have determined if the Company’s presentation is in
        accordance with generally accepted accounting principles.  Should the
        Company’s presentation be determined at a later date to not be in accordance
        with generally accepted accounting principles, amended financial statements
        will
        be prepared and this filing will be amended.
  **8.          
        SUBSEQUENT EVENTS**
  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 6,000,000 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
   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-KSBfor the fiscal 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.
  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.
  The
        Company is currently investigating new sources of supply and is concentrating
        on
        controlling 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.
  **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. During the 9 months ended September 30, 2007, we have not issued
        shares
        for services.
  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.
 
 **Results
        of Operations**
  **Comparison
        of the Three-Month Periods Ended September 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 September 30, 2007 were $224,841 compared
        to
        $261,039 for the three-month period ended September 30, 2006.  The
        decrease was the result of on-going negotiations by the CEO to sell the Company
        which detracted from the day to day operations.
  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 September 30, 2007 were $112,402 compared
        to $126,089 for the three-month period ended September 30, 2006. The decrease
        is
        due to the decrease in gross revenues.
  Operating
        Expenses. Operating expenses for the three-month period ended September 30,
        2006
        were $108,413 compared to $141,755 for the three-month period ended September
        30, 2006.  The decrease is due to cost cutting efforts by management.
        Selling and marketing expenses increased to $6,236 during these three months
        in
        2007 as compared to $2,718 for the same three months in 2006 replenishing
        supplies of marketing materials. General and Administrative expenses decreased
        from $85,427 in the three-month period ended September 30, 2006 to $67,741
        in
        the same period in 2007. This decrease was due to cost cutting efforts by
        management. Compensation expense decreased for the three-month period ended
        September 30, 2007 to $34,436 from $53,610in the period ended September 30,
        2006
        due to the elimination of one administrative employee.
   
  Depreciation
        and Amortization.
        Depreciation and amortization are included in General and Administrative
        expenses. For the three-month period ended September 30, 2007; these costs
        were
        $4,873, compared to $5,598 for the three-month period ended September 30,
        2006.
        The decrease is due to the sale of equipment in the fourth quarter of
        2006
  **Comparison
        of the Nine-Month Periods Ended September 30, 2007 and
        2006**
  Revenues.
        Revenues for the nine-month period ended September 30, 2007 were $671,477
        compared to $744,248 for the same period ended September 30, 2006. The decrease
        in revenues in 2007 was due a decrease in revenues in the third
        quarter.
  Cost
        of
        Sales. Cost of sales for the nine-month period ended September 30, 2006 were
        $341,718, compared to $364,589 for the nine-month period ended September
        30,
        2006. This decrease is the result of lower revenues  compared to the
        corresponding nine-month period in 2006.
  Operating
        Expenses. Operating expenses for the nine-month period ended September 30,
        2007
        were $261,774, compared to $422,944 for the nine-month period ended September
        30, 2006 due to cost cutting efforts by management and lower gross revenues.
        Selling and marketing expenses increased to $15,421 during these nine months
        in
        2007 from $8,947 for the same nine months in 2006 due to replenishment of
        promotional materials. Compensation decreased from $169,485 in the nine-month
        period of 2006 to $90,889 in the same nine-month period in 2006 due to the
        elimination of administrative personnel. General and Administrative expenses
        decreased from $244,512 in the nine-month period ended September 30, 2005
        to
        $155,464 in the same period of 2006. This decrease was due additional cost
        containment efforts by management.
  Depreciation
        and Amortization. Depreciation and amortization are included in General and
        Administrative expenses. For the nine-month period ended September 30, 2006;
        these costs were $12,658, compared to $14,619 for the nine-month period ended
        September 30, 2007.
  Liquidity
        and Capital Resources
  We
        funded
        our cash requirements for the nine-month period ended September 30, 2007
        through
        operations. During the nine months ended September 30, 2007 our cash flow
        from
        operations was $112,716 as compared to $18,922 in the corresponding period
        in
        2006.  The Company does not have any material commitments for capital
        expenditures as of the date of this report. Management believes sufficient
        cash
        flow from operations and the sale of additional common stock will be available
        during the next twelve months to satisfy its short-term
        obligations.  Management is continuing to seek additional equity
        capital to fund its various activities and as part of a capital procurement
        plan, filed a form SB2 registration statement with the SEC on October 5,
        2005 to
        sell 4,000,000 shares of its stock to the public. The filing was declared
        effective on November 6, 2006 and will expire on June 30, 2007. A Post
        Effective Amendment was filed prior to June 30 2007 and declared effective
        on
        July 13, 2007, which extended the expiration date until June 30,
        2008.  On September 28, 2007, the Company filed a withdrawal of the
        4,000,000 share offering. Management has also eliminated or reduced unnecessary
        costs
  Cash
        increased by $112,716 during the nine-month period ended September 30, 2007.
        Over the same period in 2006, cash decreased by $19,107. During the nine-month
        period ended September 30, 2007, our operating expenses were decreased due
        to
        cost cutting efforts by management
  We
        are
        currently incurring cash expenses in the amount of approximately $47,000
        per
        month for all operations, of which fixed costs account for approximately
        $24,000. We anticipate cash expenditures of approximately $140,000 for the
        quarter ended December 31, 2007. We believe our current liquidity and capital
        resources are sufficient to support our ongoing business
        operations.
  UFI
        has an operating gain for the
        nine-month period ending September 30, 2007 of $56,071 compared to an operating
        loss of $56,614 in the nine-month period ended September 30, 2006. This gain
        was
        primarily the result of cost containment efforts.
  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
        one 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 of $147,570, which
        was also transferred to and assumed by the Company. The net amount of $253,547
        was recorded in the Company’s books as additional paid in capital.
  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 (Note 2). These patent rights were
        also recorded at the stockholder’s historical cost of $50,218.
  At
        January 1, 2003, the Company owed a stockholder $153,064 from advances, net
        of
        repayments, made in prior years. During the five months ended September 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.
  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
        theSEC.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 pending legal proceedings other than
        as
        described below, and no such action by, or to the best of its knowledge,
        against
        the Company has been threatened.
 
 On
        January 16, 2005, Brian Hahn, COO,
        presented a proposed employment contract for Board of Directors approval.
        The
        Board, by unanimous vote, declined to approve the contract and part of a
        cost
        containment process, terminated Mr. Hahn’s services to the Company.
        Mr. Hahn filed suit in the Superior Court,MaricopaCounty,
        (No. CV2006-002259) alleging a
        contractual violation and requesting cash damages of $63,453.36 and common
        stock
        in the amount of 3,458,295 shares. On March 22, 2007, UFI reached a settlement
        agreement with Brian Hahn. 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 addition 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.
 
 **Item
        2.****Changes
        in
        Securities.**
 
 On
        September 10, 2007 the 4,000,000 shares of preferred stock were converted
        to
        common shares and re-issued as follows:  2,061,200 to Sun Xin and
        1,938,800 to Tom Bontems.  The shares issued to Sun Xin were issued in
        reliance on the exemption from registration provided by Regulation S under
        the
        Securities Act, and the shares issued to Tom Bontems were issued in reliance
        on
        the exemption from registration provided by Section 4(2) under the Securities
        Act.
  **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, 2007, covered by this
        report to a vote of the Company’s shareholders, through the solicitation of
        proxies or otherwise.
   
  **Item
        5.                      Other
        Information.**
  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 re-issued
        as 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.
 
 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 6,000,000 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
  **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
  September
                  14, 2007 Change in Control of RegistrantOctober
                  24, 2007 Entry into a Material Definitive
                  Agreement
  **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:
                  November 19, 2007
              *By:
                  /s/ Tom Bontems*Tom
                  BontemsChief
                  Executive Officer