SecProbe.io

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MAIL STOP 3561
								November 3, 2005

Mr. Tom Bontems, Chairman
Universal Fog, Inc.
1808 South 1st Avenue
Phoenix, Arizona 85003

RE: 	Universal Fog, Inc.
	Registration Statement on Form SB-2
	File Number: 333-128831
      Filed: October 5, 2005

Dear Mr. Bontems:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please include the registration number on the cover page of the
registration statement.

2. Please include dealers` delivery legend on the outside back
cover
page.  See Item 502 of Regulation S-B.

3. You refer to Universal Fog Inc. as the "Company".  The term
"Company" is a vague, abstract term.  Use your actual company
name, a
shortened version of it, or the pronoun "we" or "us" throughout
your
document to refer to your company.

4. Please disclose all of your websites, including
www.universalfogmistingsystems.com and please make sure that the
content of your websites are consistent with the disclosure in the
registration statement before the registration statement becomes
effective.

5. Please revise any language that is promotional in nature
through
out the prospectus.  Such promotional tone is inappropriate for a
disclosure document.  For example, we note your use of "we can
quickly become market leaders," "a quality reputation," "highest
caliber," "upscale market," and etc.

6. There are 38,592,800 shares of common stock of the registrant
currently outstanding, approximately 17% of which are being
offered
for resale by affiliates of the company.  Generally, we view
resale
transactions by parties related to the issuer of this amount as,
in
essence, an offering by or on behalf of the issuer for purposes of
Rule 415(a)(4) of Regulation C under the Securities Act.  For
these
sales to occur "at the market," the provisions of Rule 415(a)(4)
must
be satisfied.  As your offering does not appear to meet these
provisions, an "at the market" offering by those affiliates is not
permissible.  Your offering should be revised to price the shares
being offered by affiliates for the duration of the offering.
Please
revise your prospectus in all appropriate places accordingly.

Cover Page of the Prospectus

7. Please separately list the amount of securities offered by
selling
shareholders and by Universal Fog.

8. The cross-reference to the risk factors section should be
highlighted by using bold face type or italics.

9. The terms of this primary offering (by Universal Fog) are not
at
all clear from the prospectus cover.  Please clarify the following
hereon and make appropriate changes to the Plan of Distribution
section:  1) that the offering is on an "all or none basis"; 2)
escrow arrangements, if any, for proceeds to be deposited pending
the
receipt of all of the $2,000,000 proceeds; 3) the termination date
of
the offering  and 4) a statement that all proceeds will be
promptly
returned to subscribers if the $2,000,000 is not sold by the
termination date.

10. Explain footnote (1) in the table.

Table of Contents

11. Correct the page references.

Prospectus Summary, page 4

12. You state that Universal Fog, Inc has been in continuous
operation since 1996.  However, you also state that Universal Fog
began in 1989 as Arizona Mist.  The notes to your financial
statements also state that Universal is the successor of Arizona
Mist.  The statements are confusing.  Please clarify.  Further, we
note that on page 17, you disclose Arizona Mist was sold to Orbit
Sprinklers.   Please explain how Universal Fog began as Arizona.

13. The exhaustive list should be removed from the summary
section.
The summary should provide a brief overview of the key aspects of
the
offering.

14. Please disclose the offering period.

15. Briefly describe the principal terms of the two offerings.

Risk Factors, page 7
General

16. Please note that you should disclose all material risks to the
potential investor.  The risks should cover and relate to your
company, the industry in which your company operates, your
management, the terms of the offering, your past performance, etc.
Each risk factor should also clearly disclose the consequences to
the
company or to the investors, should the risk materializes.  Risk
factors that are generic in nature and equally applicable to
similarly situated businesses should not be disclosed.  Please
revise
your risk factor section, as appropriate, to address all material
risks.

17. Please avoid the general conclusion you make in most of your
risk
factors that a particular risk will have a "material adverse"
effect
on your business.  Instead, you should revise to state the
specific
risk to your company and/or investors.  Please revise the risk
factors section accordingly.

18. The third risk factor is generic and common to all businesses
and
should be deleted.

19. Include a risk factor discussing the history of operating
losses.

20. The fifth risk factor is not accurate.  It is Tom A. Bontems
alone who will continue to have absolute voting control of this
company and the risk factor should be revised accordingly.

21. Risk factor five discusses that your officers, directors may
act
in their bests interests and no necessarily those of other
stockholders.  However, in the investment information page, you
state
that "Universal Fog is committed to ethical standards and to
conducting its business with the highest level of integrity."  In
the
code of business conduct and ethics, you also state, "[y]ou may
not
exploit your position . . . with Universal Fog for personal gain."
Please reconcile your disclosure with the representation you make
on
your website.

Forward Looking Statements, page 7

22. Please delete the word "will."

23. We note on your statement that the prospectus includes
forward-
looking statements "within the meaning of" the Private Securities
Litigation Reform Act of 1995.  Be advised that Section
27A(b)(1)(C)
of the Securities Act and Section 21E(b)(1)(C) of the Securities
Exchange Act expressly state that the safe harbor for forward
looking
statements does not apply to statements made by companies that
issue
penny stock.  Please either:

* delete any references to the Private Securities Litigation
Reform
Act; or
* make clear, each time you refer to the Litigation Reform Act,
that
the safe harbor does not apply to your company

Use of Proceeds, page 8

24. Please breakdown in greater details the costs for "Product
Development," "Sales & Marketing," and "Working Capital" and
discuss
in greater detail the use of proceeds in these categories.  Also,
state the priority of each purpose.  See Item 504 of Regulation S-
B.

25. You state that you reserve the right to reassess and reassign
the
use of proceeds.  The registrant may reserve the right to change
the
use of proceeds, provided that such reservation is due to certain
contingencies that are discussed specifically and the alternatives
to
such use in that event are indicated.  See Instruction 7 to Item
504
of Regulation S-K for guidance.  Please revise accordingly.

Dilution

26. Please provide the information required by Item 506 of
Regulation
S-B regarding dilution.

Market for Common Equity, page 8

27. Please provide the information required by Item 201(a)(2) and
201(b).

28. Please state on which national stock exchange you intend to
list
your common stock and discuss its listing criteria.

Management`s Discussion and Analysis

Results of Operations, page 9

29. Please revise each of the comparisons to quantify and clearly
explain each factor that you cite as causing the change in each
significant component of revenues and expenses.  Refer to Item
303(b)
of Regulation S-B.

30. Revise to discuss the history of the operating subsidiary
prior
to the merger, describe how you accounted for the merger and the
effect of the merger on the financial statements.

Comparison of the Six-Month Periods Ended June 30, 2005 and 2004,
page 10

31. Revise to provide the underlying reasons for the increased
awareness of your products in the Phoenix area and explain how
this
has impacted revenue.  Expand the discussion to provide further
analysis of the reasons underlying the increase in sales.  Discuss
changes in the number of customers and contracts, sales prices and
other information that will provide the investor with an
understanding of the changes in your business.  Disclose any known
material trends and uncertainties.  Please refer to SEC Release
33-
8350 on MD&A, available on the SEC website at
www.sec.gov./rules/interp/33-8350.htm.

32. Expand the discussion of the increase in compensation expense
to
explain the nature of the additional labor that was necessitated
by
increased sales.

Liquidity and Capital Resources, page 10

33. Please clarify how you raised $133,000 from the sale of
restricted common stock in a private placement and reconcile the
amount with the statements of cash flows for the period.

34. You state that the current cash expense is about $63,000 per
month.  However, you anticipate cash expenditures of approximately
$300,000 for the current year.  Please break down in details your
monthly expenses and explain why your cash expenditures for the
current year is not $756,000 ($63,000 x 12 = $756,000).

35. Please discuss matters listed in Item 303(b) of Regulation S-B
regarding key variable and other qualitative and quantitative
factors
which are necessary to an understanding and evaluation of the
small
business issuer.

36. The cash increases of $79,276 described on page 10 should be
clarified.  Cash flow from operations during the period was
negative;
the $79,276 was apparently provide by advances from stockholders.
Please fully discuss.

37. Please discuss the liquidity situation of this company in view
of
the full balance of the mortgage payable on the property due in
May,
2006.  State the balance on the mortgage.  Indicate how the
company
expects to pay it in full.

38. Clarify whether the interest of $1443 per month is current and
whether the company or the donee of the property is paying.

39. Clarify who holds the mortgage.

40. You state that you funded your cash requirements for the six-
month period ended June 30, 2005 through operations and sale of
common stock.  We note that $15,161 of net cash was used in
operations during the stated period.  Please reconcile this
information and revise the document accordingly.

41. You state you funded your cash requirements during the years
ending December 31, 2004 and 2003 through operating activities and
advances from your majority shareholder.  We did not note any cash
advances during these years on the statement of cash flows.
Please
revise your disclosure as needed.

42. Since you have negative working capital and losses at the
interim
financial statement date, revise to discuss how the company will
satisfy its cash requirements and continue as a going concern if
it
does not raise adequate funds from this offering.  Please discuss
if
the company will seek to borrow funds or if the company will
severely
curtail activities or even terminate operations.

Comparison of the Year Ended December 31, 2004..., page 11

43. Expand the discussion of revenues to quantify the impact on
sales
of the lost customer.

Cost of Sales

44. Revise to explain how a "loss due to non payment of a
receivable"
caused a decrease in cost of sales.  Tell us the reason for the
non
payment of the receivable, the amount of the receivable, and the
accounting entry that was made to record its write-off.

Operating Expenses

45. Revise to explain how additional labor requirements caused a
decrease in compensation expense in 2004 compared to 2003.

Our Business, page 13

46. Please explain the changes in control of Edmonds 6 in April
2005
and disclose the material aspects of the transaction with Edmonds
6.

47.  Please disclose the material terms of the Stock Purchase and
the
Share Exchange Agreement.

48. Please revise the statement, "Universal Fog began in 1989 as
Arizona Mist."  We note that Mr. Bontem sold that business before
he
founded Universal Fog.

49. Please describe in greater detail:
(a) Your principal products or services and their markets;
(b) distribution methods of the products or services;
(c) competitive business conditions and the small business
issuer`s
competitive position in the industry and methods of competition`;
(d) dependence on one or a few major customers;
(e) patents, trademarks, licenses, franchises, concessions,
royalty
agreements or labor contracts, including duration;
(f) need for any government approval of principal products or
services;
(g) effect of existing or probable governmental regulations on the
business;
(h) estimate of the amount spend during each of the last two
fiscal
years on research and development activities; and
(i) costs and effects of compliance with environmental laws.

50. We note that you have two patents.  Please disclose the patent
number and briefly describe the patents.

51. Please define all technical terms such as low profile 3/8"
flexible nylon tubing, SLIP-LOK brass fittings, high-pressure
nitrogenized copper, 800 PSI, and etc.

52. We note that you have many big name customers.  Please
disclose
only your material customers.  Non-material customers should be
removed from the list.
53. We note that you have 11 full time employees.  Please disclose
the number of part time employees, if any.  See Item 101(b)(12).

54. Please be more precise with the nature of your business,
including the products you sell, who manufactures the products,
your
suppliers, the services you provide, and whether you use any
contractors.

55. Please discuss the materiality of sales to "foreign countries"
for all periods presented in the financial statements.

Description of Property, page 16

56. Footnote 4 of the financial statement explains that the
company`s
borrowings consist of a mortgage payable and interest bearing
advance
payable to a stockholder.  But on January 3, 2005, the land,
office,
and manufacturing facilities were contributed as additional paid
in
capital by the stockholder.  Please disclose the identity of the
stockholder and explain in greater detail the transactions.  How
did
you come up with the historical cost of $401,117?   If they are
considered additional paid in capital, why does the company still
pay
the mortgage and the interest of $1,443 per month until May 30,
2006
at which time the remaining principal and all accrued interest
shall
be due and payable.  Please explain the terms of the agreement and
file the agreement as an exhibit.

57. Please describe the condition of your land, office, and
manufacturing facilities.

Management, page 16

58. The business experience of each management member should
include
for each position held:  the name and responsibilities of each
position, the name of the entity with whom the position was held,
the
business of the entity, and the beginning (and ending) date of
each
position by month and year.  The discussion should cover the last
five years as required by Item 401 of Regulation S-B and any
additional perio