SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Vision Capital Advantage Fund, L.P. (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/23/2008	3. Issuer Name and Ticker or Trading Symbol EDGEWATER FOODS INTERNATIONAL, INC. [ EDWT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ($0.0001 par value)	596,551	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	(2)	Common Stock ($0.0001 par value)	1,239,052	$0.75	D(1)
Series B Convertible Preferred Stock	(3)	(3)	Common Stock ($0.0001 par value)	339,130	$1.15	D(1)
Series C Convertible Preferred Stock	(4)	(4)	Common Stock ($0.0001 par value)	170,612	$1.2	D(1)
Series D Convertible Preferred Stock	(5)	(5)	Common Stock ($0.0001 par value)	2,900,600	$0.8	D(1)

1. Name and Address of Reporting Person* Vision Capital Advantage Fund, L.P. (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* VCAF GP, 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)

Explanation of Responses:

1. VCAF GP, LLC (the "General Partner") serves as general partner of Vision Capital Advantage Fund, L.P. (the "Fund"), the direct owner of the subject securities. Vision Capital Advisors, LLC ("Investment Manager") is the investment manager of the Fund designated by the General Partner and Adam Benowitz is the managing member of the Investment Manager. Through this acquisition the Reporting Persons may be deemed to be members of a group with the Investment Manager, Mr. Benwoitz and certain of their affiliates, which are already filing Statements of Beneficial Ownership pursuant to Section 16 of the Securities and Exchange Act of 1934 ("Exchange Act"). 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 Exchange Act or for any other purpose.

2. The Fund owns 1,239,052 shares of Series A Convertible Preferred Stock, each of which is convertible at any time, at the holder's election, into 1 share of the Issuer's Common Stock. The Series A Convertible Preferred Stock 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 9.9% 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. The Fund owns 39 shares of Series B Convertible Preferred Stock, each of which is convertible at any time, at the holder's election, into that number of shares which is determined by dividing the liquidation preference ($10,000) by the conversion price ($1.15). Each share of Series B Convertible Preferred Stock therefore converts into 8,695,65 shares of the Issuer's Common Stock. The Series B Convertible Preferred Stock has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series B 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 9.9% 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.

4. The Fund owns 170,612 shares of Series C Convertible Preferred Stock, each of which is convertible at any time, at the holder's election, into 1 share of the Issuer's Common Stock. The Series C Convertible Preferred Stock has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series C 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 4.99% 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.

5. The Fund owns 58,012 shares of Series D Convertible Preferred Stock, each of which is convertible at any time, at the holder's election, into 50 shares of the Issuer's Common Stock. The Series D Convertible Preferred Stock has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series D 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 9.9% 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.

Remarks:

	/s/ Adam Benowitz As an Authorized Signatory of the General Partner (for itself and on behalf of the Fund)	09/25/2008
	** Signature of Reporting Person	Date
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