SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* VISION CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EDGEWATER FOODS INTERNATIONAL, INC. [ EDWT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/16/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock ($0.0001 par value)	05/16/2007		S		5,000	D	$1.17	2,364,852	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock ($0.0001 par value)	05/22/2007		P		50,000	A	$1.15	2,414,852	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock ($0.0001 par value)	07/17/2007		P		118,000	A	$1.15	2,532,852	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock ($0.0001 par value)	07/31/2007		S		50,000	D	$1.14	2,482,852	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock ($0.0001 par value)	08/20/2007		P		64,666	A	$0.75	2,547,518	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock ($0.0001 par value)	08/23/2007		S		15,000	D	$1.14	2,532,518	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock ($0.0001 par value)	08/31/2007		J(2)		430,000	D	(2)	2,102,518	I	By Vision Opportunity Master Fund, Ltd.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Warrant	$1.15	05/22/2007		P		25,000		(3)	07/11/2011	Common Stock ($0.00001 par value)	25,000	$0(3)	25,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Series B Warrant	$1.35	05/22/2007		P		25,000		(3)	07/11/2011	Common Stock ($0.00001 par value)	25,000	$0(3)	25,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Series C Warrant	$1.85	05/22/2007		P		25,000		(3)	07/11/2011	Common Stock ($0.00001 par value)	25,000	$0(3)	25,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Series D Warrant	$2.25	05/22/2007		P		25,000		(3)	07/11/2011	Common Stock ($0.00001 par value)	25,000	$0(3)	25,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Series A Warrant	$1.15	07/17/2007		P		59,000		(3)	04/12/2011	Common Stock ($0.00001 par value)	59,000	$0(3)	59,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Series B Warrant	$1.35	07/17/2007		P		59,000		(3)	04/12/2011	Common Stock ($0.00001 par value)	59,000	$0(3)	59,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Series C Warrant	$1.85	07/17/2007		P		59,000		(3)	04/12/2011	Common Stock ($0.00001 par value)	59,000	$0(3)	59,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Series D Warrant	$2.25	07/17/2007		P		59,000		(3)	04/12/2011	Common Stock ($0.00001 par value)	59,000	$0(3)	59,000	I	By Vision Opportunity Master Fund, Ltd.(3)
Series A Convertible Preferred Stock	$0.5625	08/31/2007		J(2)		430,000		(2)	(2)	Common Stock ($0.00001 par value)	430,000	(2)	1,730,000	I	By Vision Opportunity Master Fund, Ltd.(1)

1. Name and Address of Reporting Person* VISION CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENOWITZ ADAM (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VISION OPPORTUNITY MASTER FUND, LTD. (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the managing member of the Investment Manager and the Fund's portfolio manager. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

2. On May 11, 2007, the Fund converted a portion of its Series A Convertible Preferred Stock into 500,000 shares of Common Stock (the "May 11th Conversion"). On August 31, 2007, a portion of the May 11th Conversion (430,000 shares) was rescinded by the mutual agreement of the Issuer and the Fund. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series A Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 9.99% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund upon 61 days notice.

3. This Warrant is exercisable into shares of Common Stock at any time at the option of the Fund. Pursuant to the terms of the transaction documents relating to the purchase of the foregoing securities, the Fund may not acquire shares of Common Stock upon exercise of this Warrant to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 9.99% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on exercise can be waived at any time by the Fund upon 61 days notice; provided further that this restriction is not applicable within 60 days prior to the expiration date of the Warrant.. This Warrant was added consideration for the acquisition of shares of Common Stock on May 22, 2007 and July 17, 2007.

Remarks:

	/s/ ADAM BENOWITZ For himself, as Managing Member of the Investment Manager and as Portfolio Manager of the Master Fund.	10/09/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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