fog10qsba.htm

		Page #

Part I-- FINANCIAL INFORMATION

	Item 1. Financial Statements	5

	Item 2. Management's Discussion and Analysis of Financial Condition	13

	Item 3. Control and Procedures	13

Part II-- OTHER INFORMATION

	Item 1. Legal Proceedings	14

	Item 2. Changes in Securities	14

	Item 3. Defaults Upon Senior Securities	14

	Item 4. Submission of Matters to a Vote of Security Holders	14

	Item 5. Other Information	14

	Item 6. Exhibits and Reports on Form 8-K	14

	Signature	14

- 2 -

PART I - FINANCIAL INFORMATION

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 occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the five months ended March 31, 2005 are not necessarily indicative of results that may be expected for the year ending December 31, 2005. The financial statements are presented on the accrual basis.

- 3 -

EDMONDS 6, INC.

(a development stage company)

UNIVERSAL FOG, INC.

(a development stage company)

FINANCIAL STATEMENTS

As Of March 31, 2005

UNIVERSAL FOG, INC.

(a development stage company)

Financial Statements Table of Contents

	Page #

Balance Sheet	5

Statement of Operations and Retained Deficit	6 - 7

Statement of Stockholders’ Equity	8

Cash Flow Statement	9

Notes to the Financial Statements	10 -12

- 4 -

UNIVERSAL FOG, INC.

(a development stage company)

BALANCE SHEET

As of March 31, 2005 AND OCTOBER 31, 2004

	March 31, 2005			October 31, 2004

ASSETS

CURRENT ASSETS
Cash	$	0		$	0
TOTAL ASSETS	$	0		$	0

LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
Accrued expenses	$	1,000		$	500
TOTAL LIABILITIES		1,000			500

STOCKHOLDER’S EQUITY
Common Stock - par value $0.0001; 100,000,000 shares authorized; 100,000 issued and outstanding		10			10

Additional paid in capital		90			90

Accumulated Deficit		(1,100	)		(600	)

Total stockholder's equity		(1,000	)		(500	)

TOTAL LIABILITIES AND EQUITY	$	0		$	0

The accompanying notes are an integral part of these financial statements.

- 5 -

UNIVERSAL FOG, INC.

(a development stage company)

STATEMENT OF OPERATIONS
For the five months ending March 31, 2005, and

from inception (August 19, 2004) through March 31, 2005

	Five Months From Inception to
	March 31, 2005			March 31, 2005

REVENUE
Sales	$	0		$	0
Cost of Sales		0			0

GROSS PROFIT		0			0

GENERAL AND ADMINISTRATIVE EXPENSES		500			1,100

NET LOSS		(500	)		(1,100	)

ACCUMULATED DEFICIT, BEGINNING BALANCE		0			0

ACCUMULATED DEFICIT, ENDING BALANCE	$	(500	)	$	(1,100	)


NET EARNINGS PER SHARE

Basic Earnings Per Share
Net loss per share	(Less than .01)

Basic Weighted Average Number of Common Shares Outstanding		1,000,000

The accompanying notes are an integral part of these financial statements.

- 6 -

UNIVERSAL FOG, INC.

(a development stage company)

STATEMENT OF OPERATIONS

For the three months ending March 31, 2005

	Three Months
	March 31, 2005

REVENUE
Sales	$	0
Cost of sales		0

GROSS PROFIT		0

GENERAL AND ADMINISTRATIVE EXPENSES		250

NET LOSS		(250	)

The accompanying notes are an integral part of these financial statements.

- 7 -

UNIVERSAL FOG, INC.

(a development stage company)

STATEMENT OF STOCKHOLDER'S EQUITY

From inception (August 19, 2004) through March 31, 2005

	SHARES		ADDITIONAL COMMON STOCK		PAID IN		ACCUMULATED DEFICIT			TOTAL

Stock issued on acceptance Of incorporation expenses August 19, 2004		100,000	$	10	$	90	$	100		$	100

Net loss								(600	)		(600	)

Total at October 31, 2004		100,000	$	10	$	90	$	(600	)	$	(500	)

Net loss								(500	)		(500	)

Total at March 31, 2005		100,000	$	10	$	90	$	(1,100	)	$	(1,000	)

The accompanying notes are an integral part of these financial statements.

- 8 -

UNIVERSAL FOG, INC.

(a development stage company)

STATEMENT OF CASH FLOWS

For the five months ended March 31, 2005, and

from inception (August 19, 2004) through March 31, 2005

	From
	March 31, 2005			Inception

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$	(500	)	$	(1,100	)
Compensation in the form of stock		0			100
Increases (Decrease) in accrued expenses		500			1,100
NET CASH PROVIDED OR (USED) IN OPERATIONS		0			0

CASH FLOWS FROM INVESTING ACTIVITIES

None		0			0

CASH FLOWS FROM FINANCING ACTIVITIES

None		0			0

CASH RECONCILIATION

Net increase (decrease) in cash		0			0
Beginning cash balance		0			0

CASH BALANCE AT END OF PERIOD	$	0		$	0

The accompanying notes are an integral part of these financial statements.

- 9 -

UNIVERSAL FOG, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

1. Summary of significant accounting policies:

Industry:

UNIVERSAL FOG, INC. (the Company), (a development stage company), was formerly known as Edmonds 6, Inc., a Company incorporated in the state of Delaware as of August 19, 2004, plans to locate and negotiate with a business entity for the combination of that target company with The Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock- for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that The Company will be successful in locating or negotiating with any target company.

The Company has been formed to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market.

Edmonds 6, Inc. originally adopted its fiscal year end to be October 31.

Results of Operations and Ongoing Entity:

The Company is considered to be an ongoing entity. The Company's shareholders fund any shortfalls in The Company's cash flow on a day to day basis during the time period that The Company is in the development stage.

Liquidity and Capital Resources:

In addition to the stockholder funding capital shortfalls; The Company anticipates interested investors that intend to fund the Company's growth once a business is located.

Cash and Cash Equivalents:

The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.

Basis of Accounting - The Company's financial statements are prepared in accordance with generally accepted accounting principles.

Income Taxes:

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, The Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities.

Fair Value of Financial Instruments:

The Company's financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to The Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.

- 10 -

UNIVERSAL FOG, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

Concentrations of Credit Risk:

Financial instruments which potentially expose The Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk.

The Company's financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time The Company has not identified the business that it wishes to engage in.

The Company's shareholders fund The Company's activities while The Company takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful.

3. Accounts Receivable and Customer Deposits:

Accounts receivable and Customer deposits do not exist at this time and therefore have no allowances accounted for or disclosures made.

4. Use of Estimates:

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.

5. Revenue and Cost Recognition:

The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.

6. Accrued Expenses:

Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.

7. Operating Lease Agreements:

The Company has no agreements at this time.

8. Stockholder's Equity:

COMMON STOCK:

Common Stock includes 100,000,000 shares authorized at a par value of $0.0001, of which 100,000 have been issued for the amount of $100 on August 19, 2004 In acceptance of the incorporation expenses for the Company. The shares were accounted for as compensation to the officer incorporating.

9. Required Cash Flow Disclosure for Interest and Taxes Paid:

The company has paid no amounts for federal income taxes and interest. The Company issued 100,000 common shares of stock to its sole shareholder in acceptance of the incorporation expenses for the Company on August 19, 2004.

- 11 -

UNIVERSAL FOG, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

10. Earnings Per Share:

Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.

11. Tax Provision Disclosure:

The Company has had a loss from inception in the amount of $850 which can be used to offset future income for a twenty year period. This loss benefit will expire after the twenty year period if not used. The benefit of the loss carryforward has been offset by an allowance and is not recorded in the financial statements.

12. Subsequent Event

On May 9, 2005, the Company entered in a stock purchase agreement and share exchange with Universal Fog, Inc., an Arizona corporation. Pursuant to this agreement, Universal Fog, Inc. (which has been in continuous operation since 1996) became a wholly owned subsidiary of the Company, and the Company changed its name to Universal Fog, Inc. In addition, on May 10, 2005, the Company amended its Articles of Incorporation to raise its authorized capital to 310,000,000 shares of which 300,000,000 are common stock and 10,000,000 shares are preferred stock. A copy of the Certificate of Amendment of Certificate of Incorporation of the Company which implemented the name change and increase in capitalization is attached hereto as Exhibit 3.1 and incorporated by reference herein.

- 12 -

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations

Plan of Operation

As of March 31, 2005, the Registrant had located a merger Candidate for the purpose of a merger. The registrant was successful in closing a stock purchase and share exchange agreement on May 9, 2005. Pursuant to this agreement, Universal Fog, Inc. became our wholly owned subsidiary and we changed our name to Universal Fog, Inc. The fiscal year end previously adopted by Edmonds 6, Inc. was changed to a December 31 year end to conform to the operating company's year end.

Results of Operation

The Company did not have any operating income from inception (August 19, 2004) through March 31, 2005, the registrant recognized a net loss of $1,100. Some general and administrative expenses from inception were accrued. Expenses from inception were comprised of costs mainly associated with legal, accounting and office.

Liquidity and Capital Resources

At March 31, 2005 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

Subsequent Event

We were 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. On May 9, 2005, we entered in a stock purchase agreement and share exchange with Universal Fog, Inc., an Arizona corporation. Pursuant to this agreement, Universal Fog, Inc. (which has been in continuous operation since 1996) became our wholly owned subsidiary and we changed our name to Universal Fog, Inc. In addition, on May 10, 2005, the Company amended its Articles of Incorporation to raise our authorized capital to 310,000,000 shares of which 300,000,000 are common stock and 10,000,000 shares are preferred stock.

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.

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.

- 13 -

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.

Item 2. Changes in Securities.

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 April 30, 2005, covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.

Item 5. Other Information.

None