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
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(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. [ __ ]
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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)
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Common Stock 9,465,599 (2) (3) $1.40 $13,251,838.60 $1,417.95
underlying the
Preferred Stock
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Common Stock 21,440,020 $1.40 $30,016,028.00 $3,211.71
Underlying the
Warrants
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Common Stock 2,868,803 $1.40 $4,016,324.20 $429.75
Underlying the
Placement Consultant
Warrants
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Common Stock 647,860 (3) $1.40 $907,004.00 $97.05
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Total 34,422,282 $5,156.45
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(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.
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PROSPECTUS
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PART II
EXPLANATORY NOTE
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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.
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ITEM 27. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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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
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Name: Robert Saunders
Title: President & Chief Executive Officer
By: /s/ Michael Boswell
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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
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Robert Saunders
President and Chief Executive Officer
/s/ Michael Boswell Dated: October 16, 2006
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Michael Boswell
Director, Acting Chief Financial Officer
& Acting Chief Accounting Officer
/s/ Douglas C. MacLellan Dated: October 16, 2006
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Douglas C. MacLellan
Vice-chairman of the Board
/s/ Mark H. Elenowitz Dated: October 16, 2006
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Mark H. Elenowitz
Director
/s/ Robert L. Rooks Dated: October 16, 2006
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Robert L. Rooks
Director
Dated:
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Ian Fraser
Director
Dated:
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Victor Bolton
Director
Dated:
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Darryl Horton
Director