August 16, 2006
Mr. Robert Saunders
President and Chief Executive Officer
Edgewater Foods International, Inc.
5552 West Island Highway
Qualicum Beach, British Columbia, Canada V9K 2C8
Re: Edgewater Foods International, Inc.
Amendment No. 1 to Form SB-2 filed July 20, 2006
File No. 333-135796
Dear Mr. Saunders:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Cautionary Statement Regarding Forward-Looking Information, page
10
1. We note your reference to the safe harbor provided to certain
companies under the Private Securities Litigation Reform Act of
1995.
Given that your stock is deemed a penny stock as defined by Rule
3a51-1 of the Securities Act of 1934, please remove the reference
to
the safe harbor contained in that Act, as it is not available to
you.
Selling Shareholders, page 10
2. We note your statement that "unless otherwise described below,
the
Selling Shareholders have confirmed to us that they are not
broker-
dealers or affiliates of a broker-dealer...." It does not appear
that you have identified any person as a broker-dealer or an
affiliate of a broker-dealer. Please disclose whether any selling
shareholder is a broker-dealer or an affiliate of a broker-dealer.
If any selling shareholder is a broker-dealer, please identify it
as
an underwriter unless you can state that it obtained the
securities
being registered for resale as compensation for investment banking
services. If any selling shareholder is affiliated with a
registered
broker-dealer, please identify it as an underwriter unless you can
disclose that it purchased the securities in the ordinary course
of
business and at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.
3. Please describe the material terms of the transactions in which
each of the selling shareholders received their shares. We
believe
that disclosure regarding the transactions in which the selling
shareholders received their shares is information required to be
disclosed under Item 507 of Regulation S-B.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Donna Levy at 202-551-3292, or in her
absence,
me at 202-551-3685 if you have questions.
Sincerely,
Tangela Richter
Branch Chief
cc: Louis Taubman, Esq.
Mr. Robert Saunders
Edgewater Foods International, Inc.
August 16, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010