-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AzWTCP/r8gKwHSZmtxDlPIy1TX80WMMYbPxYPZgVP0Nwu5QjE+yO2VjkJZl8OQmd Ca17uTsQlzQ1tLnQ58tUcg== 0001121781-06-000225.txt : 20061016 0001121781-06-000225.hdr.sgml : 20061016 20061016134349 ACCESSION NUMBER: 0001121781-06-000225 CONFORMED SUBMISSION TYPE: SB-2/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061016 DATE AS OF CHANGE: 20061016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDGEWATER FOODS INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001231339 STANDARD INDUSTRIAL CLASSIFICATION: FISHING, HUNTING & TRAPPING [0900] IRS NUMBER: 203113571 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SB-2/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-135796 FILM NUMBER: 061145794 BUSINESS ADDRESS: STREET 1: 5552 WEST ISLAND HWY STREET 2: NONE CITY: QUALICUM BEACH STATE: A1 ZIP: V9K2C8 BUSINESS PHONE: 2507579811 MAIL ADDRESS: STREET 1: 5552 WEST ISLAND HWY STREET 2: NONE CITY: QUALICUM BEACH STATE: A1 ZIP: V9K2C8 FORMER COMPANY: FORMER CONFORMED NAME: HERITAGE MANAGEMENT INC DATE OF NAME CHANGE: 20030507 SB-2/A 1 edwtsb2a5101606.txt EDGEWATER FOODS INTERNATIONAL, INC. 10/16/2006 Microsoft Word 11.0.5604;As filed with the Securities and Exchange Commission on October 16, 2006 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 PRE-EFFECTIVE AMENDMENT NO. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDGEWATER FOODS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) NEVADA 20-3113571 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5552 WEST ISLAND HIGHWAY, QUALICUM BEACH BRITISH COLUMBIA, CANADA V9K 2C8 (Address of principal executive offices (zip code)) (250) 757-9811 (Registrant's telephone number, including area code) ROBERT SAUNDERS PRESIDENT AND CHIEF EXECUTIVE OFFICER 5552 West Island Highway, Qualicum Beach British Columbia, Canada V9K 2C8 (Name, address and telephone number of agent for service) Approximate date of proposed sale to the public: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. If this form is filed to register securities for an offering to be made on a continuous or delayed basis, check the following box: [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ __ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ __ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ __ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ __ ] - ----------------------- -------------------- --------------------- --------------------- -------------------- TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE REGISTERED UNIT (1) PRICE (1) - ----------------------- -------------------- --------------------- --------------------- -------------------- - ----------------------- -------------------- --------------------- --------------------- -------------------- Common Stock 9,465,599 (2) (3) $1.40 $13,251,838.60 $1,417.95 underlying the Preferred Stock - ----------------------- -------------------- --------------------- --------------------- -------------------- - ----------------------- -------------------- --------------------- --------------------- -------------------- Common Stock 21,440,020 $1.40 $30,016,028.00 $3,211.71 Underlying the Warrants - ----------------------- -------------------- --------------------- --------------------- -------------------- - ----------------------- -------------------- --------------------- --------------------- -------------------- Common Stock 2,868,803 $1.40 $4,016,324.20 $429.75 Underlying the Placement Consultant Warrants - ----------------------- -------------------- --------------------- --------------------- -------------------- - ----------------------- -------------------- --------------------- --------------------- -------------------- Common Stock 647,860 (3) $1.40 $907,004.00 $97.05 - ----------------------- -------------------- --------------------- --------------------- -------------------- - ----------------------- -------------------- --------------------- --------------------- -------------------- Total 34,422,282 $5,156.45 - ----------------------- -------------------- --------------------- --------------------- --------------------
(1) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(c) of the Securities Act of 1933 based upon the average of the bid and asked price of the Registrant's common stock as quoted on the Over-the-Counter Bulletin Board of $1.40 on July 11, 2006. (2) This number represents 120% of the aggregate number of shares of common stock necessary to effect the conversion of all of our Series A Preferred Stock currently outstanding. (3) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act. (4) Includes 22,860 shares issued as dividends to some of our Series A Convertible Preferred shareholders; 400,000 shares issued to a lender as consideration for extending the repayment date of a loan; and 225,000 shares issued to consultants. Pursuant to Rule 416 of the Act, this registration statement also covers such indeterminate additional shares of common stock as may become issuable as a result of stock splits, stock dividends or other similar events. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE. COPIES OF COMMUNICATIONS TO: LOUIS E. TAUBMAN, ESQ. LAW OFFICES OF LOUIS E. TAUBMAN, P.C. 17 State Street, 16th Floor NEW YORK, NY 10004 (212) 732-7184 FAX: (212) 202-6380 EDGEWATER FOODS INTERNATIONAL, INC. -------------------------------- PROSPECTUS -------------------------------- PART II EXPLANATORY NOTE ---------------- We are filing this amended Prospectus to the Prospectus we filed earlier on this same day to revise our signature page to include Michael Boswell's signature as our Acting Chief Financial Officer and our Acting Chief Accounting Officer. - ----------------------------- ITEM 27. EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Articles of Incorporation, (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-KSB filed on December 14, 2005). 3.2 Amended and Restated Bylaws, (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 16, 2005). 3.3 Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form SB-2 filed on October 16, 2006) 4.1 Securities Purchase Agreement dated as of April 12, 2006 (Incorporated by reference to Exhibit 10.0 to the Company's Current Report on Form 8-K filed on April 14, 2006). 4.2 Registration Rights Agreement dated as of April 12, 2006 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 14, 2006). 4.3 Designation of Rights and Preferences of Series A Preferred Stock dated as of April 12, 2006 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 14, 2006). 4.4 Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibits 10.6 through 10.14 to the Company's Current Report on Form 8-K filed on April 14, 2006). 4.5 Amendment to Registration Rights Agreement dated as of May 30, 2006 (Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on May 30, 2006). 4.6 Form of Joinder Agreement to the Securities Purchase Agreement dated as of June 30, 2006 and July 11, 2006 (Incorporate by reference to Exhibits 10.1 and 10.2 to the Company's Current Report on Form 8-K filed on June 30, 2006). 4.7 Joinder Agreement to the Registration Rights Agreement dated as of June 30, 2006 and July 11, 2006 (Incorporate by reference to Exhibits 10.1 and 10.2 to the Company's Current Report on Form 8-K filed on June 30, 2006). 5.1 Opinion and Consent of Law Offices of Louis E. Taubman, P.C. (Incorporated by reference to Exhibit 5.1 to the Company's Registration Statement on Form SB-2 filed on October 16, 2006) 10.1 Employment Agreement of Robert Saunders (Incorporate by reference to Exhibits 10.1 to the Company's Registration Statement on Form SB-2 filed on July 14, 2006). 10.2 Consulting Agreement with TriPoint Capital Advisors, LLC (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form SB-2 filed on October 16, 2006) 10.5 Consulting Agreement with Aurelius Consulting Group, Inc. (Incorporate by reference to Exhibits 10.5 Company's Registration Statement on Form SB-2 filed on July 14, 2006). 10.6 Consulting Agreement with Gallatin Consulting, Inc. (Incorporate by reference to Exhibits 10.6 Company's Registration Statement on Form SB-2 filed on July 14, 2006). 10.7 Placement Consultant Agreement with Pai's International Trade, Inc. dated March 9, 2006 (Incorporated by reference to Exhibit 10.7 in the Company's Registration Statement on Form SB-2 filed on October 10, 2006). 10.8 Excerpt from Board of Directors' Meeting summarizing Robert Saunders' amended employment agreement (Incorporated by reference to Exhibit 10.8 in the Company's Registration Statement on Form SB-2 filed on October 16, 2006). 23.1 Consent of LBB & Associates, Ltd., LLP (Incorporated by reference to Exhibit 23.1 to the Company's Registration Statement on Form SB-2 filed on October 16, 2006) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver , State of British Colubmia , on October 16, 2006 and the City of Gaithersburg, State of Maryland on October 16, 2006. Edgewater Foods International, Inc. By: /s/ Robert Saunders -------------------- Name: Robert Saunders Title: President & Chief Executive Officer By: /s/ Michael Boswell --------------- Name: Michael Boswell Title: Acting Chief Financial Officer & Acting Chief Accounting Officer Dated: In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. /s/ Robert Saunders Dated: October 16, 2006 --------------------------- Robert Saunders President and Chief Executive Officer /s/ Michael Boswell Dated: October 16, 2006 --------------------------- Michael Boswell Director, Acting Chief Financial Officer & Acting Chief Accounting Officer /s/ Douglas C. MacLellan Dated: October 16, 2006 --------------------------- Douglas C. MacLellan Vice-chairman of the Board /s/ Mark H. Elenowitz Dated: October 16, 2006 --------------------------- Mark H. Elenowitz Director /s/ Robert L. Rooks Dated: October 16, 2006 --------------------------- Robert L. Rooks Director Dated: --------------------------- Ian Fraser Director Dated: --------------------------- Victor Bolton Director Dated: --------------------------- Darryl Horton Director -----END PRIVACY-ENHANCED MESSAGE-----