8-K/A 1 edgewater8kaon92805.htm EDGEWATER FOODS INTERNATIONAL, INC. Edgewater Foods International, Inc. 8-K/A

CURRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS


FORM 8-K/A


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


CURRENT REPORT


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


August 15, 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)


5031 GORDON SMITH

ROWLETT, TEXAS 75088

(Previous Address)


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))


The registrant has previously filed its Current Report on Form 8-K, dated August 15, 2005, without certain financial information required by Item 9.01 (b) on such Form 8-K.  The registrant hereby amends the Current Report on Form 8-K to file such financial information.  Item 9.01 of the Report dated August 15, 2005, is hereby amend to read as follows:



Section 9 – Financial Statements and Exhibits


Item 9.01:  Financial Statements and Exhibits


(a)

Financial statements of business acquired


The Audited Financial Statements for Island Scallops, Ltd as of August 31, 2004 and 2003, and for the years ended August 31, 2004 and 2003 are included following this Item 9.01(a).*


The Unaudited Financial Statements for Island Scallops, Ltd. as of May 31, 2005 and for the nine months ended May 31, 2005 and 2004 are included following this Item 9.01 (a).*


* Previously filed on Form 8-K dated August 15, 2005.


(b)

Pro Forma financial information


The Unaudited Pro Forma Financial information of Island Scallops, Ltd (Edgewater Foods International) and Heritage Management Corporation for the period ended May 31, 2005 and June 30, 2005, respectively, related to the acquisition of Island Scallops, Ltd (Edgewater Foods International) are included following this item 9.01 (b).


Pro Forma Consolidated Balance Sheet


The following pro forma balance sheet has been derived from the balance sheet of Heritage Management, Inc. at June 30, 2005 and adjusts such information to give the effect to the acquisition of Edgewater Foods International (Island Scallops, Ltd.) as if the acquisition had occurred at May 31, 2005.  The pro forma balance sheet is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at May 31, 2005.  The pro forma balance sheet should be read in conjunction with the notes thereto and Island Scallops, Ltd’s financial statement and related notes thereto contained in the Company’s Form 8K filed on August 16, 2005.

A pro forma consolidated balance sheet is essentially the same as Island Scallops Ltd’s balance sheet and is presented below.








PRO FORMA CONSOLIDATED BALANCE SHEET

    

(EXPRESSED IN CANADIAN DOLLARS)

    
     
     
 

 Island Scallops Ltd  

 Heritage Management, Inc.

 Adjustments

Proforma

 

May 31,

 June 30,

  
 

2005

2005

  
 

(unaudited)

 (unaudited)

  

ASSETS

    
     

Current assets:

    

Cash

 $             28,715

 $               1,976

 $             (1,976)

 $             28,715

Accounts receivable,

                  9,385

                         -

                         -

                  9,385

Loans receivable

                         -

                12,256

              (12,256)

                         -

Inventory

              237,372

                         -

                         -

              237,372

Prepaid expenses

                  9,123

                         -

                         -

                  9,123

Advances and other current assets

                         -

              114,129

            (114,129)

                         -

     

  Total current assets

              284,596

              128,361

            (128,361)

 $           284,596

     

Property, plant and equipment

              909,023

                23,175

              (23,175)

              909,023

     

Loans receivable

                19,051

                17,158

              (17,158)

                19,051

     

Investments in tenures

                  3,197

                         -

                         -

                  3,197

     

Total assets

 $        1,215,866

 $           168,694

 $         (168,694)

 $        1,215,866

     

LIABILITIES

    
     

Current Liabilities:

    

Checks issued in excess of funds on deposit

 $                      -

 $                      -

                         -

 $                      -

Bank indebtedness

                         -

                         -

                         -

                         -

Accounts payable and accrued liabilities

              416,901

                10,956

              (10,956)

              416,901

Short term debt

              679,480

                         -

                         -

              679,480

Due to shareholder

           3,107,412

                         -

                         -

           3,107,412

Current portion of long term debt

              948,811

                  7,376

                (7,376)

              948,811

     

Total Current Liabilities

           5,152,604

                18,331

              (18,331)

 $        5,152,604

     

Long term debt

              321,164

                15,392

              (15,392)

              321,164

     

Total Liabilities

           5,473,768

                33,724

              (33,724)

 $        5,473,768






     

SHARE CAPITAL AND DEFICIT

    
     

Stockholders' Equity

    

Common stock

                         1

                  3,885

                (3,885)

                         1

     

Additional paid in capital

                         -

              214,437

            (214,437)

                         -

     

Deficit

 $      (4,257,904)

              (84,228)

                84,228

 $      (4,257,904)

     

Total Stockholders' Equity

 $      (4,257,903)

              134,094

            (134,094)

         (4,257,903)

     

Total Liabilities and Stockholders' Equity

 $        1,215,866

              167,818

            (167,818)

 $        1,215,866





Notes to Pro Forma Consolidated Condensed Balance Sheet


1.  On August 15, 2005, Heritage Management, Inc. (“Heritage”) completed a Share Exchange (the “Share Exchange”) with Edgewater Foods International, Inc., the parent company of Island Scallops Ltd. an aquaculture company located in Vancouver Island, British Columbia. As a result of the Share Exchange, Edgewater Foods International became our wholly owned subsidiary.  The shareholders of Edgewater now own the majority (92.30%) of our voting stock.  To accomplish the Share Exchange, we issued an aggregate of 19,000,000 shares of our Common Stock in exchange for all of the issued and outstanding capital stock of Edgewater from the shareholders of Edgewater.  The shares issued to the Edgewater Shareholders were issued to 17 accredited investors pursuant to a claim of exemption under Section 4(2) of the Securities Act of 1933, as amended for issuances not involving a public offering.  Additionally, as a condition of the Share Exchange, E. Lee Murdoch, our controlling shareholder prior to the Share Exchange, agreed to cancel 2,300,000 shares of our Common Stock upon close of the Share Exchange. Pursuant to the Share Exchange Agreement, E. Lee Murdoch resigned as a Director of Heritage.  The Share Exchange did not require the approval of our shareholders.  


The transaction was regarded as a reverse merger whereby Edgewater Foods International was considered to be the accounting acquirer as it retained control of Heritage after the exchange.


All amounts of Heritage were reversed to net assets assumed by Edgewater Foods International, Inc. in the reverse merger were $0.


2.  On June 29, 2005, Edgewater Foods International, Inc. completed a Share Exchange with Island Scallops, Ltd.  As a result of the share exchange, Island Scallops, Ltd. become the wholly own subsidiary of Edgewater Foods International, Inc.  As a result, the shareholders of Island Scallops owned a majority (54.21%) of the voting stock of Edgewater Foods International.  Although, Edgewater is the legal parent company, Island Scallops, Ltd was considered to be the





accounting acquire as it retained control after the exchange.  As such, Island Scallops (and its historical financial statements) is the continuing entity for financial reporting purposes.



(c)

Exhibits



3.1

Amended and Restated Bylaws*

10.1

Share Exchange Agreement between Heritage Management Corporation and Edgewater Foods International, dated August 15, 2005.*

10.2

Bill of Sale between Heritage Management, Inc. and E. Lee Murdock, dated August 14, 2005.*


* Previously filed on Form 8-K dated August 15, 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.


 

By:  /s/  Mike Boswell

Mike Boswell, Acting Chief Accounting Officer