8-K

CURRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

August 29, 2005

Date of Report

(Date of Earliest Event Reported)

Edgewater Foods International, Inc.

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5552 WEST ISLAND HWY

QUALICUM BEACH, BRITISH COLUMBIA, CANADA. V9K 2C8

(Address of principal executive offices (zip code))

(250) 757-9811

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Section 5 – Corporate Governance and Management

Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 16, 2005, we filed an 8-K disclosing that we completed a Definitive Share Exchange Agreement with Edgewater Foods International, Inc., a privately held Nevada Corporation, whereby we acquired all of Edgewater’s outstanding and issued shares for 19,000,000 newly issued shares of our common stock.  In connection with the Share Exchange, we received written consents from holders owning 17,150,000 shares representing 83.3% of our outstanding shares approving our name change from Heritage Management, Inc. to Edgewater Foods International, Inc. As mentioned in our August 16, 2005 8-K, we filed a Certificate of Amendment to our Articles of Incorporation with Nevada’s Secretary of State to effectuate the name change.  Accordingly, effective immediately our corporate name is changed to Edgewater Foods International, Inc.  Additionally, effective August 30, 2005, our stock will trade under a new symbol OTC BB: EDWT with the new CUSIP Number of 280311 10 1.

Section 9 – Financial Statements and Exhibits

Item 9.01:  Financial Statements and Exhibits

3.1	Certificate of Amendment to Articles of Incorporation
99.1	Press Release dated August 29, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Edgewater Foods International, Inc.

By:  /s/  Robert Saunders

Robert Saunders, CEO

EX-3.1

Certificate of Amendment to Articles of Incorporation

For

Nevada Profit Corporation

(Pursuant to NRS 78.385 and 78.390 – After issuance of Stock)

Entity #C16172-2000

Document Number 20050323856-04

Date Filed:

8/16/2005 10:30:35 AM

In the office of Dean Heller

Secretary of State

1.

Name of Corporation:

Heritage Management, Inc.

2.

The articles have been amended as follows (provide article numbers, if available):

Pursuant to the provisions under the Nevada Revised Statutes 78.385 and 78.390, the undersigned hereby adopts the following Articles of Amendment for HERITAGE MANAGEMENT INC. (the “Company”):

ARTICLE I

1.

The name of the Company shall be Edgewater Foods International, Inc.

2.

That the Company’s Articles of Incorporation be amended by changing the Article thereof number “IV” so that, as amended, the Article shall now read as follows:

“The authorized capital is made up of two classes:

(a)

50,000,000 shares of Common Stock of USD .001 par value; and,

(b)

10,000,000 shares Preferred Stock with $.001 par value per share (“Blank Check Preferred Stock”).  

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 17,150,000 or 83%.  

4. The effective date of filing (optional): 8/16/05

(must not be later than 90 days after the certificate is filed)

5.Officer Signature (required): __________________________________

If any proposed amendment would alter or change any preference of any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.  

This form must be accompanied by appropriate fees. See attached fee schedule.  

Certificate of Amendment to Articles of Incorporation

For

Heritage Management, Inc.

Pursuant to the provisions under the Nevada Revised Statutes 78.385 and 78.390, the undersigned hereby adopts the following Articles of Amendment for HERITAGE MANAGEMENT INC. (the “Company”):

1.

Name of the Corporation:

Heritage Management, Inc.

2.

The articles have been amended as follows:

ARTICLE I

The name of the Corporation is Edgewater Foods International, Inc.

3.

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provision of the articles of incorporation have voted in favor of the amendment is 17,150,000 shares representing 83.3% of the outstanding shares.

4.

That the Company’s Articles of Incorporation be amended by changing the Article thereof numbered “IV” so that, as amended, said Article shall now read as follows:

“ The authorized capital is made up of two classes:

(a)

50,000,000 shares of Common Stock of USD.001 par value; and,

(b)

10,000,000 shares Preferred Stock with $.001 par value per share (“Blank Check Preferred Stock”).

The shares of Preferred Stock may be issued from time to time in one or more series, in any manner permitted by law, as determined from time to time by the Board of Directors, and stated in the resolution or resolutions providing for the issuance of such shares adopted by the Board of Directors pursuant to authority hereby vested in it.  Without limiting the generality of the foregoing, shares in such series shall have such voting powers, powers, full or limited, or no voting powers, and shall have such designations, preferences, and relative, participating optional, or other special rights, and qualifications, limitations, or restrictions thereof, permitted by law, as shall be stated in the resolution or resolutions providing for the issuance of such shares adopted by the Board of Directors pursuant to authority hereby vested in it.  The number of shares of any such series so set forth in such resolution or resolu tions may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares thereof then outstanding) by further resolution or resolutions adopted by the Board of Directors pursuant to authority hereby vested in it.  

Signatures

________________________

Robert Saunders

Chairman, President, CEO

EX-99.1

HERITAGE MANAGEMENT  ANNOUNCES NAME CHANGE TO EDGEWATER FOODS INTERNATIONAL, INC.

GAITHERSBURG, MD--August 29, 2005 –Heritage Management, Inc. (OTC BB: HMGI) announced today that it has changed the name of its company to Edgewater Foods International, Inc. The corporate name change is effective immediately.

In addition, effective August 30, 2005, the Company will trade under a new symbol OTC BB: EDWT with the new CUSIP Number of 280311 10 1.

Heritage Management and Edgewater Foods International, Inc. (“Edgewater”), a privately held Nevada Corporation, jointly announced on August 15, 2005, that the companies completed a Definitive Share Exchange Agreement whereby Heritage Management acquired all of the outstanding and issued shares of Edgewater for 19,000,000 newly issued shares of common stock of Heritage.

Edgewater is the parent company of Island Scallops Ltd. (“ISL”), a Vancouver Island aquaculture company. ISL was established in 1989 and for over 15 years has successfully operated a scallop farming and marine hatchery business. ISL’s scallop farms are situated along both the east and west coasts of Vancouver Island. These facilities represent the largest private marine research hatchery and the first fully integrated shellfish producer in Canada.

ISL is dedicated to the farming, processing and marketing of high quality, high value marine species: scallops and sablefish (or blackcod).  Farmed scallops are unique to North America and ISL is the only producer of both live-farmed Pacific scallops and live sablefish.   ISL has developed proprietary hatchery technology for the hybridization of Pacific Scallops and production of juvenile blackcod. These new husbandry techniques significantly increase growth yields, while strengthening the selected strain’s ability to resist disease.  In the case of blackcod, there were a number of technical difficulties associated with spawning that ISL has solved with its technological innovations.  As such, there are no existing competitors that produce and/or harvest both scallops and blackcod.  Edgewater seeks to become a leader in the highly profitable niche seafood industry.

Through ISL, Edgewater is an aquaculture and marine hatchery that provides consumers with healthy, environmentally friendly alternatives to the current market. The unique hatchery technologies held by Edgewater give it the advantage of being a "Green" environmentally friendly business. For additional information on Edgewater Foods International Inc, please visit http://www.edgewaterfoods.com or call 866 562 0134.

HEADQUARTERS  5552 WEST ISLAND HWY,  QUALICUM BEACH, BRITISH COLUMBIA, CANADA. V9K 2C8

www.edgewaterfoods.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this news release include certain predictions and projections that may be considered forward-looking statements under securities law. These statements involve a number of important risks and uncertainties that could cause actual results to differ materially including, but not limited to, the performance of joint venture partners, as well as other economic, competitive and technological factors involving the Company's operations, markets, services, products and prices. With respect to Edgewater, except for the historical information contained herein, the matters discussed in this news release are forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncerta inties include, but are not limited to, Edgewater's extremely limited operating history, uncertainties related to the Company's access to additional capital, competition and dependence on key management.

Contact:

      Tom Bostic

      (866) 562-0134

HEADQUARTERS  5552 WEST ISLAND HWY,  QUALICUM BEACH, BRITISH COLUMBIA, CANADA. V9K 2C8

www.edgewaterfoods.com