October 13, 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. 2 to Form SB-2 filed October 10, 2006
File No. 333-135796
Dear Mr. Saunders:
We have reviewed your filing and have the following
comments.
Our page references are to the redlined version of the SB-2.
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.
General
1. Please ensure that you comply with the financial statement
updating requirements set forth in Item 310(g) of Regulation S-B.
Selling Shareholders, page 12
2. We note your response to our prior comment 2. Please delete
the
qualifying language "to our knowledge" in regard to whether any
selling shareholders are broker-dealers or affiliates of a broker-
dealers, as well as whether any selling shareholder or their
affiliate has or had any material relationship with the company in
the past three years.
Ownership of Common stock by Selling Shareholders, page 12
3. For several selling shareholders you have indicated that they
do
not own any shares prior to the offering. Under Rule 13d-3(d)(1)
of
the Securities Exchange Act of 1934, a person is deemed to be the
beneficial owner of securities if that person has the right to
acquire beneficial ownership within sixty days, including any
right
to acquire a security through the exercise of an option, warrant
or
right, or the conversion of a security. We also note that it
appears
that the preferred stock and warrants are immediately exercisable
and
convertible, respectively. Please revise your table to show the
common stock beneficially owned by each selling shareholder prior
to
the offering.
4. You indicate on the table that the selling shareholders will
own
the same number of shares after the offering as they are selling
in
the offering. Please advise.
Executive Compensation
Employment Agreements, page 38
5. It appears that you have amended Mr. Saunders` employment
agreement. If so, please file that amendment as an exhibit.
Certain Relationships and Related Transactions, page 41
6. Please file as an exhibit the consulting agreement with
TriPoint
Capital Advisors LLC and, if it is a separate agreement, the
agreement with Mr. Boswell to provide Acting CFO-type services.
Signatures, page vii
7. The registration statement must be signed by your chief
financial
officer or someone acting in that capacity. Please revise your
signature page to comply with the requirements of Form SB-2.
Exhibits
Exhibit 3.1
8. We note that you filed an amendment to your articles of
incorporation as an exhibit to your Form 10-QSB filed July 17,
2006.
Please file that amendment as an exhibit to the SB-2. Please
also
change the reference to exhibit 3.1 in the SB-2 from the 10-K
filed
December 14, 2005 to the 10-KSB filed December 14, 2005.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
9. We note that in the Exhibit, your auditors LBB & Associates,
Ltd.,
LLP only consent to use of their report dated November 16, 2005,
which only covers their audit of your fiscal year 2005 financial
statements. The auditors` consent ordinarily requires coverage
for
all financial statement periods presented in your registration
statement. Please file an amendment to include a revised updated
consent.
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 Lilly Dang at 202-551-3867 with any
questions
in regard to the accounting comment. You may contact Donna Levy
at
202-551-3292, or in her absence, me at 202-551-3745 if you have
any
other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Louis Taubman, Esq.
Michael Boswell (Edgewater)
Lily Dang
Mr. Robert Saunders
Edgewater Foods International, Inc.
October 13, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010