**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
            10-QSB/** A2
 x
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
  **For
        the quarterly period ended March 31, 2006**
  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. Yes x No o
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
  Yeso
              Nox
  Check
        whether the registrant has filed all documents and reports required to be
        filed
        by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution
        of securities under a plan confirmed by a court. Yes x No o
  State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of May 10, 2006: 38,652,300 shares of common stock.
   
 
  
         **UNIVERSAL
        FOG, INC.**
  **FINANCIAL
        STATEMENTS**
  **INDEX**
  Part
        I--
        FINANCIAL INFORMATION
  Item
                  1. Financial Statements
  Item
                  2. Management’s Discussion and Analysis of Financial
                  Condition
  Item
                  3. Control and Procedures
  Part
        II--
        OTHER INFORMATION
  Item
                  1. Legal Proceedings
  Item
                  2. Changes in Securities
  Item
                  3. Defaults Upon Senior Securities
  Item
                  4. Submission of Matters to a Vote of Security
                  Holders
  Item
                  5. Other Information
  Item
                  6. Exhibits and Reports on Form 8-K
  Signatures
        and Required Certifications
  **Item
        1. Financial Information**
  BASIS
        OF
        PRESENTATION
  The
        accompanying reviewed financial statements are presented in accordance with
        U.S.
        generally accepted accounting principles for interim financial information
        and
        the instructions to Form 10-QSB and item 310 under subpart A of Regulation
        S-B.
        Accordingly, they do not include all of the information and footnotes required
        by generally accepted accounting principles for complete financial statements.
        In the opinion of management, all adjustments (consisting only of normal
        recurring accruals) considered necessary in order to make the financial
        statements not misleading, have been included. Operating results for the
        three
        months ended March 31, 2006 are not necessarily indicative of results that
        may
        be expected for the year ending December 31, 2006. The financial statements
        are
        presented on the accrual basis.
          
 
  
     **FINANCIAL
        STATEMENTS**
  **UNIVERSAL
        FOG, INC.**
  **FINANCIAL
        STATEMENTS**
     **As
        of March 31, 2006**
   **UNIVERSAL
        FOG, INC.**
 **Financial
        Statements**
 **Table
        of Contents**
   FINANCIAL
        STATEMENTS
   Page
                  #Consolidated
                  Balance Sheet
              F-1Consolidated
                  Statements of Operations
              F-2Consolidated
                  Statements of Cash Flows
              F-3Notes
                  to the Consolidated Financial Statements
              F-4
           
 
  
     **Universal
        Fog, Inc.**
 **And
        Subsidiary**
 **Consolidated
        Balance Sheet**
 **(Unaudited)**
 March
                  31,
                2006***Assets*****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              31,067Accounts
                  Receivable, net of allowancefor
                  doubtful accounts of $32,572
              
              
              43,970Inventory
              
              
              116,773Total
                  Current Assets
              
              
              191,810Property,
                  Plant, and Equipment, net ofaccumulated
                  depreciation of$113,385
              
              
              444,933Patent
                  Rights, net of $2,706 ofaccumulated
                  amortization
              
              
              47,512Total
                  Assets
              
              $
              684,255**Liabilities
                  and Stockholders’ Equity****Current
                  Liabilities:**Accounts
                  Payable-trade
              
              $
              86,025Accrued
                  Expenses
              
              
              63,392Advances
                  from Stockholders
              
              
              39,466Note
                  Payable
              
              
              141,365Total
                  Current Liabilities
              
              
              330,248Commitments
                  and Contingencies
              
              
              -**Stockholders’
                  Equity:**Convertible
                  preferred stock, $.0001 par value,10,000,000
                  shares authorized, 4,000,000and
                  0 shares issued and outstanding
              
              
              400Common
                  stock, $.0001 par value,300,000,000
                  shares authorized,38,652,300
                  sharesissued
                  and outstanding
              
              
              3,865Additional
                  Paid-in Capital
              
              
              905,908Accumulated
                  Deficit
              
              
              (556,166
              )Total
                  Stockholders’ Equity
              
              
              354,007Total
                  Liabilitiesand
                  Stockholders’ Equity
              
              $
              684,255
 ***See
        Notes to Consolidated Financial Statements***
 F-1
  
  
     **Universal
        Fog, Inc.**
  **and
        Subsidiary**
  **Consolidated
        Statements of Operations**
 **(Unaudited)**
   3
                  Mos.
                Ended
                March
                  31, 2006
              
              3
                  Mos. Ended
                March
                  31,
                2005Sales,
                  net of returns
              
              $
              139,289
              
              $
              102,264Cost
                  of Sales
              
              
              83,701
              
              
              30,769Gross
                  Profit
              
              
              55,588
              
              
              71,495Operating
                  Expenses:General
                  and administrative expenses
              
              
              70,926
              
              
              47,809Advertising
                  and marketing
              
              
              4,223
              
              
              860Compensation
                  Costs
              
              
              58,509
              
              
              36,097Total
                  Operating Expenses
              
              
              133,658
              
              
              84,766Net
                  Loss from Operations
              
              
              (78,070
              )
              
              (13,271
              )Interest
                  Expense
              
              
              2,812
              
              
              2,809Net
                  Loss before Income Taxes
              
              
              (80,882
              )
              
              (16,080
              )Provision
                  for Income Taxes
              
              
              0
              
              
              0Net
                  Loss
              
              $
              (80,882
              )
              $
              (16,080
              )Loss
                  Per Common Share:Basic
              
              $
              0.00
              
              $
              0.00Diluted
              
              $
              0.00
              
              $
              0.00
   ***See
        Notes to Consolidated Financial Statements***
     F-2
      
 
  
         **UNIVERSAL
        FOG, INC.**
 **AND
        SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005**
   2006
              
              2005Cash
                  flows from operating activities:Net
                  cash provided by (used in) operating activities
              
              $
              (16,086
              )
              $
              18,031Cash
                  flows from investing activities:Net
                  cash (used in) investing activities
              
              
              -
              
              
              (2,500
              )Cash
                  flows from financing activities:Net
                  cash provided by (used in)financing
                  activities
              
              
              2,294
              
              
              (3,788
              )Net
                  increase (decrease) in cash
              
              
              (13,792
              )
              
              11,743Cash
                  at beginning of period
              
              
              44,859
              
              
              4,363Cash
                  at end of period
              
              $
              31,067
              
              $
              16,106
   ***See
        Notes to Consolidated Financial Statements***
      F-3
      
 
  
         **UNIVERSAL
        FOG, INC.**
 **AND
        SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE MONTHS ENDED MARCH 31, 2006 and 2005**
  ***Supplemental
                  Cash Flows Disclosures***2006
              
              2005Interest
                  paid
              
              $
              2,812
              
              $
              2,899Income
                  taxes paid
              
              $
              --
              
              $
              --**Non-Cash
                  Investing and Financing Activities**2006
              
              
              2005Contribution
                  of property and equipment,net
                  of related note payable, asadditional
                  paid in capital
              
              $
              --
              
              $
              250,562
   ***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.
  **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.
  **Management
        estimates**
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
  **Goodwill
        and intangible assets**
  In
        June
        2001, the Financial Accounting Standards Board issued 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
        three
        months ended March 31, 2006 amortization expense related to these patent
        rights
        totaled $738. 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 months ended March 31, 2006 and 2005, basic
        income/loss per share amounts are based on 38,652,300 and 34,000,000
        weighted-average number of common stock shares outstanding, respectively.
        For
        the three months ended March 31, 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.
  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, 2006, 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.  **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
        40°
Fahrenheit are typical in situations where high heat and low humidity
        exist.
  The
        concept of fog and its benefits have been in use for over 50 years. While
        most
        commonly known for cooling, fog can be used for a variety of
        applications.
  These
        products are marketed outside the United States, which subjects the Company
        to
        foreign currency fluctuation risks.
  
 
  
     **4. **BORROWINGS****
  The
        Company’s borrowings consist of a mortgage payable.
  The
        mortgage payable was assumed by the Company on January 3, 2005 when the land,
        office and manufacturing facilities were contributed to the Company as
        additional paid in capital by the Company's majority stockholder (Notes 1
        and5).
        The mortgage payable bears interest at 8.4%, contains no restrictions or
        debt
        covenants and provides for monthly principal and interest payments of $1,443
        through May 30, 2006 at which time the remaining principal and all accrued
        interest shall be due and payable. On
        March
        29, 2006, the Company received approval of a refinancing of this mortgage.
        The
        new mortgage will bear interest at 350 basis points over the five year Treasury
        Rate, will have a term of five years and principal and interest will be payable
        monthly based on a fifteen year amortization. Financial covenants have not
        yet
        been determined.
  **5.** **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 (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 its majority stockholder $104,247 from
        advances, net of repayments, made in prior years. During the three months
        ended
        March 31, 2006, $8,708 of advances was repaid. During each of the years ended
        December 31, 2005 and 2004, the Company repaid $36,901 and $7,876, respectively,
        of these advances. The advances are unsecured, non-interest bearing and due
        upon
        demand as funds are available.
  Also,
        at
        January 1, 2003, the Company owed another stockholder $153,064 from advances,
        net of repayments, made in prior years. During the three and six months ended
        June 30, 2005 and each of the years ended December 31, 2004 and 2003, the
        Company repaid $4,282, $9,921 and $9,437, respectively, of these advances.
        The
        advances were unsecured and payable with interest at 5.0% in monthly payments
        of
        $1,406 through March 2015. On May 30, 2005, the outstanding advances totaling
        $129,424 and expense reimbursement totaling $5,576 were repaid through the
        issuance of 540,000 common stock shares.
  **6.  LEGAL
        MATTERS**
  The
        Company is subject to legal proceedings that arise in the ordinary course
        of
        business.
  On
            January 16, 2006, 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 alleging a contractual
            violation and requesting cash damages of $63,453.36 and common stock
            in the
            amount of 3,458,295 shares. The Company intends to vigorously defend
            the suit.
            The plaintiff’s attorney as agreed to postponement of the Company’s answer while
            good faith settlement discussions are ongoing. Management believes that
            a
            settlement will be reached that will not have a material affect on the
            financial
            statements. As of December 31, 2005, the Company accrued a loss contingency
            of
            $17,510 relating to this matter .
            As of October
            16 ,
            2006,
            there have been no further developments .
  
   **7.  SUNDOWN
        DISTRIBUTORSHIP**
  
 On
        August
        9, 2005, the Company entered into an agreement with Sedona Holdings, Corp
        and
        Sundown Designs, Inc., to be the exclusive wholesale distributor for in the
        cities of Scottsdale and Phoenix, Arizona. The Company issued 200,000 shares
        valued a $0.25 per share as consideration for this agreement. The
        distributorship was valued at $50,000 since shares were being sold in a private
        placement for $0.25 per share and this was the fair value of the Company’s
        common stock on the date of the transaction.
  The
        agreement does not have a set termination date, but is terminable at the
        will of
        the manufacturer, with 30 days written notice. Universal Fog has developed
        a
        line of high pressure misting nozzles which will be used in certain of the
        Sundown Designs outdoor lighting products. These products, as well as the
        entire
        Sundown line, will be sold in the local area by Universal Fog as part of
        its
        agreement with Sedona Holdings. In addition, Universal Fog will furnish misting
        nozzles to Sundown Design for their line of products which they sell in other
        areas. Universal Fog has sold and installed one custom designed lighting
        project
        in the Phoenix area and has inquiries and other potential sales for the near
        future. (Note 8)
  **8.  SUBSEQUENT
            EVENT — SUNDOWN DISTRIBUTORSHIPAND RESTATEMENT**
  In
                August
                of 2006, the Company re-evaluated its accounting for the Sundown
                Distributorship
                (Note 7) and charged the entire cost of the distributorship, an amount
                previously accounted for as an asset, to expense in the December
                31, 2005
                financial statements. The Company re-evaluated the future economic
                benefits to
                be derived from this distributorship and determined that no or minor
                economic
                benefit had been realized through the first nine months of 2006 and
                since the
                signing of the agreement, which indicated that any future economic
                benefit was
                indeterminable.  In accordance with SFAS 154 “ *Accounting
                Changes and Error Corrections,”* the
                Company adjusted its accounting for the Sundown Distributorship to
                correct an
                error in its initial recording of the cost of this distributorship. ** The
                effect of this change reduced previously reported stockholders’ equity by
                $50,000 and reduced total assets by the same amount, but did not
                affect reported
                income per share. There was no indirect effect by this action and
                there was no
                effect to any previously reported amounts.
  
 
  
   **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. During the year ended December
        31,
        2005, we paid certain invoices, bonused employees, and paid directors by
        issuing
        shares of our common stock. These shares were issued at the fair value of
        the
        shares at the date of issuance.
  For
        periods prior to adoption, the financial statements are unchanged, and the
        pro
        forma disclosures previously required by SFAS No. 123, as amended by SFAS
        No.
        148, will continue to be required under SFAS No. 123(R) to the extent those
        amounts differ from those in the Statement of Operations.
  Plan
        of Operation
  Universal
        Fog, Inc. was incorporated in the State of Arizona on July 11, 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.
  **Results
        of Operations**
  **Comparison
        of the Three-Month Periods Ended March 31, 2006 and 2005**
  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 March 31, 2006 were $139,289, compared to
        $102,264 for the three-month period ended March 31, 2005. While the first
        quarter of the year is historically slow, this increase was due to the
        acceptance by the market of a new 50 inch fan distributed by the Company
        and
        increased sales by Company sales people.
  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 March 31, 2006 were $83,701, compared
        to
        $30,769 for the three-month period ended March 31, 2006. The increase is
        the
        result of increased revenues and the allocation of direct labor which was
        not
        allocated in the corresponding quarter of 2005.
  Operating
        Expenses. Operating expenses for the three-month period ended March 31, 2006
        were $133,658 compared to $84,766 for the three-month period ended March
        31,
        2005 due to expenses of audit and filing a registration statement. Selling
        and
        marketing expenses increased to $4,223 during these three months in 2006
        as
        compared to $860 for the same three months in 2005 due to additional advertising
        costs. General and Administrative expenses increased from $47,809 in the
        three-month period ended March 31, 2005 to $70,926 in the same period in
        2006.
        This increase was also due to additional expenses of becoming a reporting
        company and the filing of a registration statement. Additional costs were
        legal
        and accounting and auditing. Compensation expense increased for the three-month
        period ended March 31, 2006 to $58,509 from $36,097 in the period ended March
        31, 2005 due to increased sales of product and other personnel costs.
  Depreciation
        and Amortization. Depreciation and amortization are included in General and
        Administrative expenses. For the three-month period ended March 31, 2006,
        these
        costs were $5,598, compared to $4,860 for the three-month period ended March
        31,
        2005. This increase was due to the acquisition and amortization of our
        patents.
   
 
  
     Liquidity
        and Capital Resources
  We
        funded
        our cash requirements for the three-month period ended March 31, 2006 through
        operations and $40,972 from the sale of treasury stock. 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.
  Cash
        decreased by $13,792 during the three-month period ended March 31, 2006.
        Over
        the same period in 2005, cash increased by $11,743. During the three-month
        period ended March 31, 2006, our operating expenses were increased due to
        expenses of audit and attorney fees and the cost of the registration statement
        which gave UFI negative cash flow from operations of $16,086 and no cash
        flow
        from investing. This was offset by the net cash provided by financing activities
        of $2,294 giving UFI a net cash decrease of $13,792.
  Since
        January 1, 2006, we have taken steps to lower our monthly operating costs
        and
        are currently incurring cash expenses in the amount of approximately $35,000
        per
        month for all operations, of which fixed costs account for approximately
        $24,000. We anticipate cash expenditures of approximately $420,000 for the
        year
        ended December 31, 2006. 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 is not currently
        effective and will expire on September 30, 2006. Management has also eliminated
        or reduced unnecessary costs
  We
        believe our current liquidity and capital resources, together with the proceeds
        received in a public offering, when and if approved, our ongoing operations,
        and
        potential credit facilities are sufficient to support our ongoing business
        operations.
  At
        March
        31, 2006, UFI has a mortgage payable, which it assumed on January 3, 2005,
        on
        the office/production facility in the amount of $147,570.00. The mortgage
        bears
        interest at 8.4% with monthly principal and interest payments of $1,443.00
        through May 30, 2006 at which time the remaining principal and all accrued
        interest shall be due and payable.  The principal and interest payment of
        $1,443.00 is current and being paid by UFI on a timely basis. On March 29,
        2006,
        the Company received approval of a refinancing of this mortgage. The new
        mortgage will bear interest at 350 basis points over the five year Treasury
        Rate, will have a term of five years and principal and interest will be payable
        monthly based on a fifteen year amortization. Financial covenants have not
        yet
        been determined.
  UFI
        has
        suffered an operating loss for the three-month period ending March 31, 2006
        of
        $78,070. This loss was primarily the result of the expenses of becoming a
        reporting company, and include the cost of attorney’s fees and audit and
        accounting fees. If UFI does not raise adequate funds from this offering,
        we
        will curtail our expansion plans and, if necessary, seek a line of credit
        secured by the building which will allow UFI to continue as a going concern
        as
        our core business should not be affected.
  Related
        Party Transactions
  On
        January 3, 2005, the Company’s majority stockholder contributed as additional
        paid in capital the land, office and manufacturing facilities located at
        1808
        South First Avenue, Phoenix, Arizona to the Company. Because this transaction
        is
        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 its majority stockholder $104,247 from
        advances, net of repayments, made in prior years. During the three months
        ended
        March 31, 2006, $8,708 of advances was repaid. During each of the years ended
        December 31, 2005 and 2004, the Company repaid $36,901 and $7,876, respectively,
        of these advances. The advances are unsecured, non-interest bearing and due
        upon
        demand as funds are available.
  Also,
        at
        January 1, 2003, the Company owed another stockholder $153,064 from advances,
        net of repayments, made in prior years. During the six months ended June
        30,
        2005 and each of the years ended December 31, 2004 and 2003, the Company
        repaid
        $4,282, $9,921 and $9,437, respectively, of these advances. The advances
        were
        unsecured and payable with interest at 5.0% in monthly payments of $1,406
        through March 2015. On May 30, 2005, the outstanding advances totaling $129,424
        and $5,576 of expense reimbursement were repaid through the issuance of 540,000
        common stock shares.
  **Item
        3. Controls and Procedures**
  (a) Evaluation
        of disclosure controls and procedures.
  Our
        Chief
        Executive Officer and Chief Financial Officer (collectively the "Certifying
        Officers") maintain a system of disclosure controls and procedures that is
        designed to provide reasonable assurance that information, which is required
        to
        be disclosed, is accumulated and communicated to management timely. Under
        the
        supervision and with the participation of management, the Certifying Officers
        evaluated the effectiveness of the design and operation of our disclosure
        controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
        Exchange Act) within 90 days prior to the filing date of this report. Based
        upon
        that evaluation, the Certifying Officers concluded that our disclosure controls
        and procedures are effective in timely alerting them to material information
        relative to our company required to be disclosed in our periodic filings
        with
        the SEC. The Certifying Officers concluded that our disclosure controls and
        procedures are also effective to ensure that information required to be
        disclosed by the Company in reports that it files under the Exchange act
        is
        recorded, processed, summarized and reported within the time periods specified
        in the rules and forms of the SEC.
  (b) Changes
        in internal controls.
  None
  
 
  
     **PART
        II - OTHER INFORMATION**
 Item
          1.   Legal
          Proceedings.
  The
        Company is 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 alleging a contractual
        violation and requesting cash damages of $63,453.36 and common stock in the
        amount of 3,458,295 shares. The Company intends to vigorously defend the
        suit.
        The plaintiff’s attorney as agreed to postponement of the Company’s answer while
        good faith settlement discussions are ongoing. Management believes that a
        settlement will be reached that will not have a material affect on the financial
        statements. As of December 31, 2005, the Company has accrued a loss contingency
        of $17,510 relating to this matter. As of October
        16 ,
        2006,
        there have been no further developments.
  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, 2006, covered by this report
        to a vote of the Company’s shareholders, through the solicitation of proxies or
        otherwise.
  Item
        5.   Other
        Information.
  None
  Item
        6.   Exhibits
        and Reports of Form 8-K.
 
 (a)  Exhibits
  31.1
        Certification
        pursuant to Section 302 of Sarbanes Oxley Act of 2002
  32.1
        Certification
        pursuant to Section 906 of Sarbanes Oxley Act of 2002
  (b)  Reports
        of Form 8-K
  August
          29,
          2005--8-K/A Change of Certifying Accountants
 August
            23,
            2005--Audited Financial Statements
 August
              18,
              2005--Change in Certifying Accountants
 April
                25, 2006—8-K/A
                Change of Fiscal Year and Unaudited March 31, 2005 Financial
                Statements
  
 
  
     **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: October
            16 , 2006    *By:
            /s/ Tom Bontems*
 Tom Bontems
 President