U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549  FORM 10-QSB  (Mark
One)  [x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934   For
the quarterly period ended February 29, 2008  [ ]
TRANSITION REPORT PURSUANT TO SECTION 13
OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For
the transition period from _______________ to _______________   Commission File
Number  Edgewater Foods International, Inc. (Exact name of registrant as specified in its
charter)  Nevada
(State or other jurisdiction
of incorporation or organization)
20-3113571
(IRS
Employer Identification No.)  US
Representative Office 5552
West Island Highway, Qualicum Beach, British Columbia, Canada V9K 2C8 (Address of principal executive offices)  (250)
757-9811 (Issuer's telephone number)  (Former address)  Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X ] No [ ]  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934) Yes [  ] No [X]  As
of April 14, 2008 there were 24,019,332 shares of Common Stock, par value
$0.0001 outstanding, 7,773,998 shares of Series A Preferred Stock, par value is
$.001, 207 shares of Series B Preferred Stock, par value is $.001 and 747,870
shares of Series C Preferred Stock, par value is $.001.          TABLE
OF CONTENTS   PagePART I -
FINANCIAL INFORMATION
3Item 1.
 Financial Statements
3Unaudited Consolidated Balance Sheet at February 29,
2008
3Unaudited Consolidated Statements of Operations for the three
and six months ended February 29, 2008 and February 28, 2007
5Unaudited Consolidated Statements of Cash Flows for the
six months ended February 29, 2008 and February
28, 2007
7Unaudited Notes to Consolidated Financial Statements
9Item 2.
 Managements Discussion and Analysis or Plan of Operation
19Item 3.
 Controls and Procedures
24PART II 
OTHER INFORMATION
26Item 1.
 Legal Proceedings
26Item 2.
 Unregistered Sales of Equity Securities And Use Of Proceeds
26Item 3.
 Defaults Upon Senior Securities
27Item 4.
 Submission Of Matters To A Vote Of Security Holders
27Item 5.
 Other Information
27Item 6.
 Exhibits
27   2       PART I  FINANCIAL
INFORMATION  EDGEWATER FOODS
INTERNATIONALCONSOLIDATED
BALANCE SHEETFEBRUARY 29,
2008(unaudited)ASSETSCurrent assets:Cash






$
   1,024,262Accounts receivable, net




97,610Inventory






2,149,310Other current assets




77,829Total current
assets




3,349,011Property, plant and equipment,
net




3,738,588Loans receivable, related
party




116,147Investments in other
assets




4,087Total assets





$
   7,207,833LIABILITIES AND STOCKHOLDERS'
EQUITYCurrent liabilities:Short term debt





$
      119,248Line of credit



33,497Current portion of long term
debt



474,062Accounts payable and accrued
liabilities



893,596Total current
liabilities




1,520,403Long term debt, net current
portion




529,577Total liabilities





2,049,980Stockholders' equity:Series A Preferred  stock,
par $0.001, 10,000,000


7,774authorized,
7,773,998 issued and outstandingSeries B Preferred  stock,
par $0.001, 220


-authorized, 207
issued and outstandingSeries C Preferred  stock,
par $0.001, 1,000,000


748authorized, 747,870
issued and outstandingCommon stock, par $0.0001,
100,000,000 authorized,

2,39923,989,332 issued
and outstanding  3       Additional paid in
capital




24,837,794Accumulated deficit





(19,883,653)Accumulated other comprehensive
income  -foreign exchange
adjustment




192,791Total stockholders'
equity




5,157,853Total liabilities and
stockholders' equity



$
   7,207,833   See accompanying
notes to consolidated financial statements   4


EDGEWATER FOODS
INTERNATIONALCONSOLIDATED
STATEMENTS OF OPERATIONSTHREE AND SIX
MONTHS ENDED FEBRUARY 29, 2008 and FEBRUARY 28, 2007THREE MONTHS
ENDED

SIX MONTHS
ENDEDFEBRUARY
29,
FEBRUARY
28,

FEBRUARY
29,
FEBRUARY
28,2008
2007

2008
2007(unaudited)
(unaudited)

(unaudited)
(unaudited)Revenue:




$
        365,763
$
        182,212

$
        794,965
$
        305,399Cost of goods sold



493,421
274,699

1,028,271
465,768Gross (loss)



(127,658)
(92,487)

(233,306)
(160,369)Expenses:General
and administrative expenses

760,772
244,795

1,484,699
420,726Salaries
and benefits


93,258
72,229

188,492
160,610Total operating expenses


(854,030)
(317,024)

(1,673,191)
(581,336)Loss from operations


(981,688)
(409,511)

(1,906,497)
(741,705)Other income (expense):Interest
income (expense), net


2,693
(4,876)

6,699
(11,636)Change
in fair value of warrants

-
8,595,107

-
5,826,630Other
income (expense)


(35,798)
158,948

28,310
161,256Total
other income (expense), net

(33,105)
8,749,179

35,009
5,976,250Net income (loss)



(1,014,793)
8,339,668

(1,871,488)
5,234,545Dividend on preferred
stock


(320,476)
(234,497)

(310,476)
(234,497) 5





Deemed dividend for
beneficialconversion feature



-
-

(163,386)
-Net income (loss) applicable tocommon
shareholders


(1,325,269)
8,105,171

(2,345,350)
5,000,048Foreign currency
translation


50,279
(46,731)

298,335
(90,763)Accumulated other
comprehensiveincome
(loss)



$
    (1,274,990)
$
     8,058,440

$
    (2,047,015)
$
     4,909,285Net income (loss) per
shareBasic
and diluted


$
            (0.06)
$
             0.37

$
            (0.10)
$
             0.24Weighted average shares
outstandingBasic
and diluted


23,903,501
21,782,245

23,811,678
21,091,042  See
accompanying notes consolidated to financial statements


6


EDGEWATER FOODS
INTERNATIONAL, INC.CONSOLIDATED
STATEMENTS OF CASHFLOWSSIX MONTHS ENDED
FEBRUARY 29, 2008 and FEBRUARY 28, 20072008
2007(unaudited)
(unaudited)Cash flows from operating
activities:Net income (loss)
$
    (1,871,488)
$
     5,234,545Adjustments to reconcile net
income (loss) to net cash used in operating activities:Depreciation
and amortization
286,956
147,017Changes in
fair value of warrants
-
(5,826,630)Stock option
expense
1,032,845
56,827Common stock
issued for services
49,900
-Gain on
disposal of debt
-
(158,211)Changes in current assets and
liabilities:Accounts
receivable
(24,187)
(14,736)Other
current assets
(16,587)
(38,407)Loan
receivable
(33,887)
(33,669)Inventory
(321,797)
(164,381)Accounts
payable
172,304
(39,705)Net cash used in operating
activities
(725,941)
(837,350)Cash flows from investing
activities:Purchase of property, plant and
equipment
(813,761)
(697,602)Net cash used in investing
activities
(813,761)
(697,602)Cash flows from financing
activities:Net proceeds from line of
credit
32,877
-Payment of short term
debt
(829)
(3,232)Proceeds from long term
debt
30,082
-Payment of long term
debt
(96,713)
(127,647)Proceeds from exercise of
warrants
-
276,000Preferred stock issued for
cash
800,648
1,864,501Net cash provided by financing
activities
766,065
2,009,622Foreign currency translation
effect
141,031
(65,765)Net increase (decrease) in
cash
(632,606)
408,905Cash, beginning of
period
1,656,868
1,816,742   7     Cash, end of period
$
     1,024,262
$
     2,225,647Supplemental disclosure of cash
flow informationNet cash paid:Interest
$
                   -
$
                   -Income
taxes
$
                   -
$
                   -Supplemental disclosure of
non-cash flow informationIssuance of stock for
dividends
$
        310,476
$
        234,497Warrant liability incurred in
connection with financing
$
                   -
$
     4,116,739Reclassification of warrant
liability
$
                   -
$    (20,449,559)    See accompanying
notes consolidated to financial statements  8       EDGEWATER FOODS INTERNATIONAL, INC. NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  Note
1.  Basis of Presentation, Organization and Nature of Operations  Edgewater Foods International Inc., a Nevada Corporation, is the
parent company of Island Scallops Ltd., a Vancouver Island aquaculture company.
Island Scallops was established in 1989 and for over 15 years has successfully
operated a scallop farming and marine hatchery business. Island Scallops is
dedicated to the farming, processing and marketing of high quality, high value
marine species: scallops and sablefish.  Note
2.  Significant Accounting Policies  Basis of Presentation  Our
unaudited consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America for
reporting interim financial information and the rules and regulations of the
Securities and Exchange Commission. In managements opinion, all adjustments
necessary for a fair presentation of the financial position and results of
operations for the periods presented have been included. All such adjustments
are of a normal recurring nature. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in our Annual Report on Form 10-KSB for the year ended
August 31, 2007. Results of operations for the three months and six months ended
February 29, 2008 and February 28, 2007, are not necessarily indicative of the
operating results for the full accounting year or any future period.  Inventory  Edgewater maintains inventories of raw materials for its
aquaculture products, of biomass (inventory of live aquaculture product being
actively cultivated), and of finished goods (aquaculture product ready for
sale).  Inventories are reported at the lesser of cost or estimated net
realizable value.  Biomass and finished goods includes direct and
reasonably attributable indirect production costs related to hatchery,
cultivation, harvesting, and processing activities.  Carrying costs per
unit are determined on a weighted average basis.  At
February 29, 2008, inventory consisted of the following:  Biomass (Scallops): $ 2,149,310     9      Reclassifications  Certain
2007 amounts have been reclassified to conform to 2008 presentation.   Note
3.  Property, Plant and Equipment  Property, plant and equipment at February 29, 2008, consisted of
the following:  Cost

Accumulated
Amortization

Net Book
ValueLand
$
257,458
$
-
$
257,458Buildings

1,214,291

(297,362)

916,929Seawater piping
and  tanks

697,616

(351,728)

345,888Boats and
barge

625,252

(180,794)

444,458Field
equipment

3,002,577

(1,322,362)

1,680,215Office
equipment

26,008

(15,628)

10,380Vehicles

108,302

(46,986)

61,316Computer
equipment

42,408

(20,464)

21,944$
5,973,912
$
(2,235,324)
$
3,738,588    Depreciation expenses
for the six months ended February 29, 2008 and February 28, 2007 was $286,956
and $147,017, respectively.  Note 4.
 Related Party Transactions  We have
four secured notes receivable from RKS Laboratories, Inc., a Vancouver research
and development company that is working towards developing superior strains of
scallops with beneficial traits such as higher meat yield and rapid
growth.  Robert Saunders, our President and CEO, owns 100% of RKS.
 The first  non-interest bearing notes in the combined amount of
$79,885, which are secured by all assets of RKS, were originally due on or
before various dates between June 15, 2007 and May 31, 2008, but were recently
extended to August 31, 2008.  The second non-interest bearing note in the
amount of $9,275, which is also secured by all assets of RKS, is due on or
before August 31, 2008.  The third non-interest bearing note in the amount
of $5,795, which is also secured by all assets of RKS, is due on or before
November 30, 2008.  These amounts are included in assets as loans
receivable.  The fourth non-interest bearing note in the amount of $21,192,
which is also secured by all assets of RKS, is due on or before February 28,
2009.  These amounts are included in assets as loans receivable.      10      Note
5.  Investments in Tenures  Edgewater carries its Investment in Tenures at $4,087 at February
29, 2008.  This amount represents the carrying costs of certain shellfish
tenures acquired by Island Scallops subsidiary, 377332 B.C. Ltd.
 Shellfish tenures are government-granted rights allowing limited use of
offshore waters for the purposes of cultivation of shellfish.  The granting
of shellfish tenure rights are the responsibility of the Provincial (British
Columbia) Government and not the Canadian Federal Government.  As such, the
government assistance that we receive via loan agreement with various Federal
Agencies has no effect on our ability to renew and/or modify these tenure
agreements.  The tenure held by 377332 B.C. Ltd. has an expiration date of
July 10, 2021.  Other shellfish tenures held by Edgewater and our
subsidiaries have expiration dates ranging from 2021 to 2024.  These
tenures are considered to have an indefinite useful life because renewal on
expiration is anticipated, and are not subject to amortization.  Note
6.  Accounts Payable and Accrued Liabilities  Included in accounts payable and accrued liabilities are balances
outstanding related to credit cards held in the name of one of our shareholders
totaling $46,351 at February 29, 2008.  We used these credit cards as a
means of short term financing and incur interest charges on such unpaid
balances.  Included in accounts payable and accrued liabilities at February
29, 2008, is an amount of $134,715 in respect to an agreement to purchase
geoduck seed from us (for additional information see Note 10  Contingent
Liabilities).  Included in accounts payable and accrued liabilities at February
29, 2008, is an amount of $96,720 payments due and interest accrued in respect
to the loan from the National Research Council of Canada Industrial Research
Assistance Program (see Note 8  Long Term Debt for additional information).  Note
7.  Short Term Debt  Included in short-term debt at February 29, 2008, are estimated
royalties of $67,996 payable to a third party from whom the former sole
shareholder of Island Scallops originally acquired the shares of Island
Scallops.  The 1992 share purchase agreement (for Island Scallops) provided
that the third party was to receive 3% of revenues from Island Scallops as
earned, on a quarterly basis, throughout the period from December 1, 1992 to
November 30, 2002.  The third party holds a first charge (or first lien)
over our inventory (including broodstock) in the amount of $357,581 in support
of its royalty entitlement.  The third party has not taken further action
to enforce payment of the arrears liability.  To date, we have accrued the
entire balance of $67,996 as a current liability and we plan to pay it with
available funds in the near future.   11      Included in short-term notes payable at February 29, 2008, is an
unsecured non-interest bearing demand loan from an individual with a face value
of $50,252 and no specific terms of repayment.  However, the lender had
informally requested that the loan be repaid in full by October 6, 2008.  Note
8.  Line of Credit  Included in line of credit at February 29, 2008 is a $51,083 bank
line of credit for Island Scallops.  The interest rate on the line of
credit is 7.5% as of February 29, 2008.  At February 28, 2009, the balance
due is $33,497.  Note
9. Long Term Debt  These
consolidated financial statements include a Western Diversification Program
non-interest bearing loan to Island Scallops that requires repayment equal to
12% of gross revenues from our scallop sales, payable semi-annually, with no
specified due date.  In September 2006, we entered into a Settlement
Agreement with the Minister of Western Economic Diversification to amend the
repayment terms of our non-interest bearing loan of $597,103 (to Island
Scallops) with the Western Diversification Program. We agreed to repay the
$170,981 due as of August 31, 2006, in accordance with a payment schedule
beginning with a payment of $62,736 in September 2006 and continuing with
monthly payments of roughly $9,840 until August 15, 2007.  The parties
agreed that the remaining balance of the $426,122 shall be repaid via quarterly
payments equal to the greater of $30,856 or 4% of the gross scallop sales
starting in the quarter beginning on June 1, 2007 and each quarter thereafter
until the balance is repaid.  Under the terms of this agreement, the first
quarter payment was due on September 30, 2007.  At February 29, 2008, the
balance due is $386,545, of which $143,032 is reflected in the current portion
of long term debt and the remaining balance of $243,513 is reflected as long
term debt.  These
consolidated financial statements include Island Scallops unsecured loan from
the National Research Council of Canada Industrial Research Assistance Program
which requires quarterly payments commencing March 1, 2003 equal to 3% of gross
revenues of Island Scallops until the earlier of full repayment or December 1,
2012.  The amount repayable is up to 150% of the original advance of
$450,634, if repayment is before December 1, 2007.  If at December 1, 2012,
Island Scallops has not earned sufficient revenues to be required to repay the
original loan amount, the remaining portion of the loan is to be forgiven.
 Amounts currently due at February 29, 2008, bear interest at a rate of 1%
per month.  At February 29, 2008, Island Scallops is in arrears in respect
to the payment of these amounts.  The National Council of Canada Industrial
Research Assistance Program has requested payment of the $96,720 that they claim
is owed under this loan agreement.  As such, at February 29, 2008, $96,720
is included in accounts payable and accrued liabilities and the remaining full
principal balance of $331,030 is reflected in the current portion of long term
debt. We are seeking to renegotiate the repayment terms.   12      These
consolidated financial statements include Island Scallops mortgage loan
repayable at $2,856 per month (currently interest only calculated at 10.5% per
annum).  The loan is secured by a second charge on the real property of
Island Scallops. At February 29, 2008, the principal due is $286,064.  Note
9.  Series C Preferred Stock Financing  We
completed a private equity financing of $897,444 on November 5, 2007, with one
accredited investor.  Net proceeds from the offering are approximately
$801,000.  As part of this financing, the investor returned the Series J
Warrant, Series D Warrant, Series E Warrant and Series F Warrant that they
received as a result of our Series B financing completed on January 16, 2007.
 Pursuant to the current financing, we issued 747,870 shares of our Series
C Preferred Stock,  par value $0.001 per share and the investor also
received one of each of the following warrants: (i) Series A Warrant, (ii)
Series B Warrant, (iii) Series C Warrant, (iv) Series J Warrant, (v) Series D
Warrant, (vi) Series E Warrant, and (vii) Series F Warrant, each to purchase a
number of shares of common stock equal to fifty percent (50%) of the number of
shares of common stock issuable upon conversion of the purchasers preferred
stock, except for the Series J Warrants, which shall entitle the investor to
purchase a number of shares of our Series C Preferred Stock equal to one hundred
percent (100%) of the number of Series C Preferred Stock it received in the
financing.  Each of the Warrants has a term of 5 years, except for the
Series J Warrants, which have a term of 1 year.  Each share of the
preferred stock is convertible into one fully paid and nonassessable share of
our common stock at an initial conversion price of $1.20, subject to adjustment.
 We are obligated to file a registration statement on or before December 5,
2007 providing for the resale of the shares of common stock issuable upon
conversion of the preferred stock and the shares of common stock underlying the
Warrants and underlying the preferred stock issuable upon exercise of the
Warrants.  In connection with the financing, our management agreed not to
sell any of our securities owned by them, their affiliates or anyone they have
influence over until the registration statement has been effective for six
months.    In connection with the financing, a deemed dividend
was recorded for $163,386 based on the relative fair values of the preferred
shares and warrants.  In
connection with this financing, we paid cash compensation to a placement
consultant in the amount of approximately $72,000 and issued him placement
consultant warrants, exercisable for a period of three years from the date of
issue. The placement consultant's warrants allow him to purchase up to (i)
74,787 shares of Series C Preferred Stock, and each of the following warrants,
which are identical to the warrants issued to the investors of the financing:
(i) Series A Warrant, (ii) Series B Warrant, (iii) Series C Warrant, (iv) Series
D Warrant, (v) Series J Warrant, (vi) Series E Warrant, and (vii) Series F
Warrant, each to purchase 37,393 shares of common stock, except for the Series J
Warrants, which shall entitle the Consultant to purchase 74,787 shares of our
Series C Preferred Stock.  The net
proceeds from the financing are to be used for working capital and general
corporate purposes.   13       Note
10.  Contingent Liabilities  Our
wholly owned subsidiary, Island Scallops, entered into an agreement in 1998 with
two parties, under which Island Scallops was to produce and sell geoduck seed to
the two parties. Island Scallops received advance payments from each of the two
parties in the 2002 of approximately $64,140 and recognized related revenue of
$43,705 in respect to seed delivered in the 2002 year. The balance of the
deposits received (advance payments), net of sales, totaling $134,715, is
included in accounts payable and accrued liabilities.  Managements position is that the two parties violated the terms
of the agreement and we are therefore entitled to retain the balance of the
deposits.  Per the terms of the original agreement, Island Scallops was
entitled to make up any shortfall in the product produced in the following year.
 Although product was available and offered by Island Scallops in the
following year, the two parties refused to honor the terms of the agreement and
would not accept the product (to make up the shortfall) in the following
year.  As of
August 31, 2004, one of the two parties made claims that Island Scallops owed it
an amount totaling $88,925.   This particular party believed that the
agreement required Island Scallops to deliver the product in year one and did
not allow Island Scallops to make up any shortfall with product produced in the
following year.The balance included in accounts payable and
accrued liabilities related to this party is $39,302.  Any
additional liability to us, or any reduction of the currently recognized
liability, in respect to these deposits will be recorded at the time a
conclusion to this matter can be determined.  Neither
we nor our wholly owned subsidiary maintain insurance covering the replacement
of our inventory. Consequently, we are exposed to financial losses or failure as
a result of this risk.  Note
11.  Stock-Compensation Expense  On
October 31, 2007, we issued 25,000 shares of common stock to Pacific Crab
Seafood Company, Inc. as part of the 100,000 shares of our common stock that our
Board of Directors previously approved for the consulting and marketing services
that they will provide to us.  The remaining 35,000 shares will be issued
in equal monthly installments of 5,000 shares during the remaining term of the
agreement.  The shares were issued in accordance with the exemption from
the registration provisions of the Securities Act of 1933, as amended, provided
by Section 4(2) of such Act for issuances not involving any public offering.
 The 25,000 shares issued were valued at $1.28 per share, the closing bid
of our common stock on the date of issue.  Therefore, total aggregate value
of the transaction recognized by the company was $32,000. Going forward the cost
of these shares will be expense at current market price as they are issued.   14      On
November 30, we issued 5,000 shares of common stock to Pacific Crab Seafood
Company, Inc. as part of the 100,000 shares of our common stock that our Board
of Directors previously approved for the consulting and marketing services that
they will provide to us.  The remaining 30,000 shares will be issued in
equal monthly installments of 5,000 shares during the remaining term of the
agreement.  The shares were issued in accordance with the exemption from
the registration provisions of the Securities Act of 1933, as amended, provided
by Section 4(2) of such Act for issuances not involving any public offering.
 The 5,000 shares issued were valued at $1.25 per share, the closing bid of
our common stock on the date of issue.  Therefore, total aggregate value of
the transaction recognized by the company was $6,250. Going forward the cost of
these shares will be expense at current market price as they are issued.  On
December 31, 2007, we issued 172,750 shares of common stock to the investors of
our April 12, May 30, June 30 and July 11, 2006 financings as payment of the
semi-annual dividend (8% per annum) per the terms of the Certificate of
Designation of the Relative Rights and Preferences of the Series A Convertible
Preferred Stock. The number of shares issued was based on the dividend payment
at a rate of 8% per annum (subject to a pro rata adjustment) of the Liquidation
Preference Amount ($1,416,000 for the April 12 financing, $1,500,000 for the May
30 financing, $1,550,000 for the June 30 financing and $1,450,000 for the July
11 financing) payable in shares equal to 90% of the quotient of (i) the dividend
payment divided by (ii) the average of the VWAP for the 20 trading days
immediately preceding the date the dividend payment is due, but in no event less
than $0.65.  As such, the shares were valued at approximately $233,500 and
the total aggregate value of the transaction was recorded as a preferred stock
dividend.  On
December 31 2007, we issued 45,999 shares of common stock to the investors of
our January 16, 2007 financing as payment of the semi-annual dividend (6% per
annum) per the terms of the Certificate of Designation of the Relative Rights
and Preferences of the Series B Convertible Preferred Stock (see Note 9  Series
B Preferred Shares Financing for additional information on the Series B
Convertible Preferred Stock).  The number of shares issued was based on the
dividend payment at a rate of 6% per annum (subject to a pro rata adjustment) of
the Liquidation Preference Amount ($1,416,000) payable in shares equal to 90% of
the quotient of (i) the dividend payment divided by (ii) the average of the VWAP
for the 20 trading days immediately preceding the date the dividend payment is
due, but in no event less than $0.65.  As such, the shares were valued at
approximately $63,000 and the total aggregate value of the transaction was
recorded as a preferred stock dividend.  On
December 31 2007, we issued 17,883 shares of common stock to the investors of
our November 5, 2007 financing as payment of the semi-annual dividend (6% per
annum) per the terms of the Certificate of Designation of the Relative Rights
and Preferences of the Series C Convertible Preferred Stock (see Note 9  Series
B Preferred Shares Financing for additional information on the Series C
Convertible Preferred Stock).  The number of shares issued was based on the
dividend payment at a rate of 6% per annum (subject to a pro rata adjustment) of
the Liquidation Preference Amount (approximately $897,000) payable in shares
equal to 90% of the quotient of (i) the dividend payment divided by (ii)  15      the
average of the VWAP for the 20 trading days immediately preceding the date the
dividend payment is due, but in no event less than $0.65.  As such, the
shares were valued at approximately $24,000 and the total aggregate value of the
transaction was recorded as a preferred stock dividend.  On
January 1, 2008 we issued 5,000 shares of common stock to Pacific Crab Seafood
Company, Inc. as part of the 100,000 shares of our common stock that our Board
of Directors previously approved for the consulting and marketing services that
they will provide to us.  The remaining 25,000 shares will be issued in
equal monthly installments of 5,000 shares during the remaining term of the
agreement.  The shares were issued in accordance with the exemption from
the registration provisions of the Securities Act of 1933, as amended, provided
by Section 4(2) of such Act for issuances not involving any public offering.
 The 5,000 shares issued were valued at $1.35 per share, the closing bid of
our common stock on the date of issue.  Therefore, total aggregate value of
the transaction recognized by the company was $6,750. Going forward the cost of
these shares will be expense at current market price as they are issued.  On
February 1, 2008 we issued 5,000 shares of common stock to Pacific Crab Seafood
Company, Inc. as part of the 100,000 shares of our common stock that our Board
of Directors previously approved for the consulting and marketing services that
they will provide to us.  The remaining 20,000 shares will be issued in
equal monthly installments of 5,000 shares during the remaining term of the
agreement.  The shares were issued in accordance with the exemption from
the registration provisions of the Securities Act of 1933, as amended, provided
by Section 4(2) of such Act for issuances not involving any public offering.
 The 5,000 shares issued were valued at $0.98 per share, the closing bid of
our common stock on the date of issue.  Therefore, total aggregate value of
the transaction recognized by the company was $4,900. Going forward the cost of
these shares will be expense at current market price as they are issued.  Stock
Options  In
August 2005, our Board of Directors approved the Edgewater Foods International
2005 Equity Incentive Plan. The Board of Directors reserved 5,000,000 shares of
our common stock to be issued in the form of incentive and/or non-qualified
stock options for employees, directors and consultants to Edgewater. As of
February 29, 2008, our Board of Directors had authorized the issuance of
2,962,000 options to employees.  During
the six months ended February 29, 2008 and February 28, 2007, $1,032,845 and
$56,827 in stock option expenses were recognized respectively.  In
subsequent periods through August 31, 2008, $748,037 in stock option expense
will be recognized.  Stock
option activity during the period ending February 29, 2008, was as follows:  Number of Shares

Weighted Average Exercise PriceOutstanding,
August 31, 2007
2,962,000

1.26Granted
30,000

1.21Exercised
--

--Forfeited
--

--  16       Expired
--

--Outstanding,
February 29, 2008
2,992,000

$
                 1.26Exercisable,
February 29, 2008
582,000

$
                 1.45  At
February 29, 2008, 300,000 of the exercisable options expire in May 2010, 62,000
of the exercisable options expire in August 2010 with the remaining balance of
220,000 having an expiration date of August 2015.  Warrant
activity during the period ending February 29, 2008, was as follows:  Number of Warrants

Weighted Average Exercise PriceOutstanding,
August 31, 2007
28,086,252

1.69Granted
3,028,873

2.00Exercised
--

--Forfeited
--

--Returned
(3,739,350)

1.78Expired
(304,347)

--Outstanding,
February 29, 2008
27,071,428

$
                 1.73Exercisable,
February 29, 2008
27,071,428

$
                 1.73  Note
12.  Going Concern  Prior
to the completion of our Preferred Stock Financing, working capital had been
primarily financed with various forms of debt.  We have suffered operating
losses since inception in our efforts to establish and execute our business
strategy.  As of February 29, 2008, we had a cash balance of approximately
$1,024,000.  Although management believes that we have adequate funds to
maintain our business operations into the second half of our 2008 fiscal year
and/or until we become cash flow positive, we continued to suffer operational
losses in our first six months of our 2008 fiscal year. Until our operations are
able to demonstrate and maintain positive cash flows, we may require additional
working capital to fund our ongoing operations and execute our business strategy
of expanding our operations.  In fact,   based on our current
estimates of future sales and capital costs of expanding our farms in order to
increase future crop yields, we will require additional financings and/or
exercise of previously issued warrants to continue our current rate of
expansion.  Based on these factors, there is substantial doubt about our
ability to continue as a going concern.  The
financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
we be unable to continue as a going concern.  Our ability to continue as a
going concern is dependent upon our ability to generate sufficient cash flows to
meet our obligations on a timely basis and ultimately to attain profitability.
 Our management intends to obtain working capital through  17      operations and to seek additional funding through debt and equity
offerings to help fund our operations as we expand.  There is no assurance
that we will be successful in our efforts to raise additional working capital or
achieve profitable operations.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  Note
13.  Subsequent Events  On
April 1, 2008, we engaged Consulting for Strategic Growth 1, Ltd. to provide
investor relation/ media relations services.  The initial term of this
agreement was for six months.  Pursuant to the consulting agreement, we are
to pay CSG $4,250 per month for the term of the agreement.  As additional
compensation, we agreed to issue CSG 25,000 restricted shares of our common
stock. The shares were issued in accordance with the exemption from the
registration provisions of the Securities Act of 1933, as amended, provided by
Section 4(2) of such Act for issuances not involving any public offering.
 The 25,000 shares issued were valued at $0.95 per share, the closing bid
of our common stock on the date of issue.  Therefore, total aggregate value
of the transaction recognized by the company in 2008 was $23,750. Going forward
the cost of these shares will be expense at current market price as they are
issued.  We also issued CSG 30,000 warrants to purchase our common stock.
 These warrants will be earned at a rate of 5,000 per month and will be
issued as earned every 3 months.  These warrants will be exercisable for
three years from date of issue and have a strike price of $1.20.     18      Item
2 MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION  The
following discussion should be read in conjunction with our financial statements
and the notes thereto which appear elsewhere in this report.  The results
shown herein are not necessarily indicative of the results to be expected in any
future periods.  This discussion contains forward-looking statements based
on current expectations, which involve uncertainties.  Actual results and
the timing of events could differ materially from the forward-looking statements
as a result of a number of factors.  Readers should also carefully review
factors set forth in other reports or documents that we file from time to time
with the Securities and Exchange Commission.  Overview  In the
first and second quarter of our 2008 fiscal year, we continued the harvesting,
processing and sale of our 2005 year class of scallops and continued sorting our
2006 scallop class and transferring our 2007 year-class scallops that were still
maturing in our tenured growing sites and on-shore ponds, to larger grow-out
nets on our farm sites.  We also began preparing for the spring spawning of
our 2008 scallop year class.  We refer to the year-class of scallops based
on when the scallops were spawned.  Generally, the harvest occurs
approximately 22 to 24 months after spawning of the scallops.  During
the first six months of our 2008 fiscal year, we also continued the new sales
and marketing efforts that were begun in the later stages our 2007 fiscal year.
 Traditionally, we have sold live scallops within the Pacific Northwest
market, but our seafood sale and distribution consultants have begun to
introduce new product lines of fresh meat and a new unique frozen on the
half-shell product that is generating significant interest. We are currently in
the process of expanding our live scallop distribution network into Hong Kong
and the western United States.  During the first and second quarter of
2008, we were able to begin distribution into the Hong Kong market and expect
these sales to increase in the upcoming quarters.  We are also in the
process of introducing fresh scallop meat into high end restaurants in Toronto
and Montreal and frozen on the half-shell product into the eastern United States
and Canada.  In 2008, we expect our overall product mixture to consist of
40% live scallops, 30% fresh meat, 30% frozen on the half-shell and in 2009 and
thereafter we plan to increase the proportion of  frozen on the half-shell
to 50%, and the remainder of 30% live and 20% fresh.  However, this mixture
may change if the market prefers one form of our product over another form.  Management believes that these new marketing efforts, coupled with
the recently completed processing plant will continue yielding significant
revenue increases for the rest of 2008 and continuing thereafter.  The
completed processing plant supplies us with an improved processing facility and
will provide us with several important advantages, including a significantly
larger inventory holding and handling area and the ability to mitigate future
weather related harvest delays to our sales.  We believe that this will
lead to expedited sale processes in the upcoming months.  In addition,
recent experience gained from harvesting and sorting scallops on the new
longline systems should allow for greater future harvesting rates. Additionally,
we plan on generating additional near term  19      revenues via the sale of scallop and possibly other shellfish
seed.  We are  also continuing our recent discussions with various
First Nations1 groups about
possible partnerships or joint ventures on potential farm sites on First Nation
owned lands.  This will provide the company with additional growing areas
for scallops and future joint venture revenues.  During
the continued harvesting of our 2005, sorting of our 2006 scallops classes and
transfer of our 2007 scallop classes, we were able to review our mortality rates
and update our class size projections.  Based on this review, we expect to
bring the remaining 2.6 million of our 2005 and 2006 year class scallops to
market through the end of December 2008.  Originally, we believed that our
2006 spawning would yield between 5 and 10 million scallops at full
maturity/harvest.  However, mortality rates were at the higher end of our
projections due to the handling and sorting learning curve associated with the
roll-out of our new longline and anchor system.  Additionally, problems
associated with the timing of moving scallops to large nets (also known as
ocean timing) and the density (i.e. number of scallops per net level)
contributed to additional mortality problems.  We anticipate that survival
rates for the future classes, starting with the 2007 scallop class, will
significantly improve due to the addition of more lines and anchors, better
spacing and sorting within each lantern net, experience gained from the sorting
and farming of both the 2005 and 2006 year classes and lessons learned on ocean
timing and scallop density during the handling of our 2006 scallop class. We are
already noticing significant gains in animal survival rates and individual
scallop size in the 2007 class as compared to the 2006 class at a similar point
in its development.  As of our most recent review of our scallop inventory,
we currently have 18-19 million scallops from our 2007 year class that should
yield up to 12 million scallops; a full maturity/harvest. In addition, we held 5
million scallops (from the 2007 spawning) in our onshore ponds until this Spring
and are currently planning to move these reserve scallops to ocean farms.
 We expect that at least 2.5 million of these scallops will eventually
reach harvest size.   As a
result of a recent review of our business plan and sales and marketing efforts
to date, we
currently plan to harvest and sell approximately 12 million full-size 2007
scallops over the 12 months ending December 2009.  In addition, we estimate
that our 2008 year class will produce 24 million full-size scallops and our 2009
and 2010 year classes will result in the harvest and sale of approximately 34
million and 44 million scallops, respectively.  These classes will be
harvested and sold in subsequent 12 month periods following the sales our 2007
year class.  Based on our current review of sales and marketing conditions,
we believe our scallops will yield at least $1 of revenue per scallop.  We
also plan on generating additional annual revenues via the sale of scallop and
other shellfish seed in the upcoming years.  We also believe our current
and newly planned First Nations joint venture partnership will begin producing
significant new revenue as early as our 2009 fiscal year.  We anticipate
formalizing our first joint venture with a first nations group as early as
Spring/Summer of 2008.  ______________________ 1First Nations commonly refers to theindigenous peoplesin what is nowCanada. There are currently over 600 recognizedFirst Nations governments or
bandsin Canada, roughly half of which
are in the provinces ofOntarioandBritish Columbia.  20        If our
mortality rates are better than our current projections, our yield and revenues
from the 2005, 2006 and 2007 scallop class could be higher; conversely, if our
mortality rates are worse than we anticipate our revenues for this period could
be lower than we anticipate.  In addition, changes in the anticipated
growth rates, projected harvesting cycles and large fluctuations in the price of
scallops or the US-Canadian exchange rate could impact our current projections.
 Furthermore, if we cannot achieve our estimated product mixture
(live/fresh/frozen) than our average sales price per scallop will be lower.
 Alternatively, if we are able to sell a large percentage of high yield
product (live or frozen on the half shells) than our average price per scallop
will be higher.  In
fiscal year 2007, our cost of goods sold increased more rapidly than our overall
revenues.  Part of this increase was attributable to extreme circumstances
related to costs associated with handling problems for our 2004 ear-hang scallop
class and initial operations in our improved processing plant.  In the
first and second quarter of fiscal year 2008, this trend began to reverse (as
many of the reasons for the increased costs of goods sold were unique to last
the fiscal year) and our sales began increasing faster than our cost of goods
sold.  We expect this trend to continue to improve throughout the 2008
fiscal year.  As such, we expect our margins to improve in future
years.  Based
on our current estimates of near-term sales and capital costs of expanding our
farms to increase future crop yields, we will require additional financings
and/or the exercise of previously issued warrants to continue our current rate
of expansion.  If we are unable to raise additional capital either directly
or through the exercise of warrants by current investors, we may have to scale
back our expansion plans outlined herein.  We currently anticipate that we
will need approximately $2.0 million over the next 14 months in order to
continue our planned expansion activities.  Comparison of results for the three and six months ended
February 29, 2008 to the three and six months ended February 28, 2007.  Revenues.Revenues for the three months ended
February 29, 2008, were approximately $366,000.  We had revenues of
approximately $182,000 for the three months ended February 28, 2007.  This
is an increase of approximately $184,000 or 101%.  Revenues for the six
months ended February 29, 2008, were approximately $795,000 as compared to
revenues of approximately $305,000 for the six months ended February 28, 2007.
 This is an increase of approximately $490,000 or 161%.  The increase
in our overall sales was a direct result of managements new sales and marketing
efforts coupled with our emphasis on infrastructure improvements and crop
expansion.  Although some of this increase in sales can be attributed to
the recent improvement in Canadian dollar exchange rate to the US dollar, sales
in absolute Canadian dollars still improved by over 125% over the six month
period.  As in the previous year, management continued its emphasis on the
development and production of larger future crops.  Management believes
that our emphasis on expansion of future crops coupled with the recently
completed new  21      processing facility and new marketing efforts will result in
continued increases in revenue next quarter and continuing thereafter.  Gross loss.Gross loss for the three months ended February
29, 2008, was approximately $128,000, an increase of approximately $36,000 as
compared to gross loss of roughly $92,000, for the three months ended February
28, 2007. For the six months ended February 29, 2008, gross loss was
approximately $233,000.  Gross loss for the six months ended February 28,
2007, was roughly $160,000.  The increase in the amount of gross loss for
first three and six months or our 2008 fiscal year (as compared the same periods
to 2007) was mainly attributable to managements continued focus on the
expansion and development of larger scallop crops and larger scallop yields for
future years.  We do not expect these problems to continue in future years.
 Our cost of sales also increased due to higher processing plant and
trucking costs as we began to establish a larger sales effort.  Despite the
increase in overall cost of goods sold, we began reversing the trend wherein our
cost of goods sold increases faster than our overall revenues.  In the
three and six months ended February 29, 2008, our sales began increasing faster
than our cost of goods sold.  We expect this trend to continue to improve
throughout the 2008 fiscal year.  As such, we expect our margins to improve
in future years.  We continued to focus resources on maintaining,
developing and tending to our scallop crops and believe that we have already
seen the initial benefits in increased sales of our own scallops and that we
will continue to see additional benefits from our efforts in developing larger
crops in the rest of 2008 and beyond.  General and administrative.  General and
administrative expenses for the three months ended February 29, 2008, were
approximately $761,000.  Our general and administrative expenses were
approximately $245,000 for the three months ended February 28, 2007.  This
is an increase of approximately $516,000 or 210%. The majority of this increase
was directly attributable to stock compensation expense of approximately $12,000
and stock option expense of roughly $516,000.  For the six months ended
February 29, 2008, general and administrative expenses were roughly $1,485,000
as compare to roughly $421,000 for the six months ended February 28, 2007.
 This increase of roughly $1,064,000 was mainly the result of an increase
of approximately $974,000 is stock compensation expense from the same period in
our 2007 fiscal year.  Other general and administrative expenses for the
three and six months ended February 29, 2008, were attributable to costs
associated with establishing, building, and supporting our infrastructure and
included various consulting costs, legal and accounting fees compensation paid
as result of our recent financing and salaries.  We anticipate that these
costs may slightly rise as we continue to expand our operations.  However,
we believe that we now have the necessary general and administrative staff in
place to maintain our expansion into scallop crops of 30 million and beyond.  Stock compensation expense.  During the three and six
months ended February 29, 2008, we had stock compensation expense of
approximately $12,000 and $50,000, respectively.  During the three and six
months ended February 28, 2007, our Board of Directors did not authorize the
issuance of shares of our restricted common stock for compensation.  As a
result, we did not incur any stock compensation expense for the three and six
months  22      ended
February 28, 2007.  We did not issue any new options during the three and
six months ended February 29, 2008.  Due to options issued to employees,
consultants and directors during 2007 and based upon the common stock trading
price at the times of issuance, vesting schedules and FASB rules, we incurred
stock option compensation expenses of approximately $516,000 and $1,033,000
during the three and six months ended February 29, 2008.  Other income (expense), net.  Interest income for the
three months ended February 29, 2008, was approximately $3,000.  Interest
expense for the three months ended February 28, 2007, was approximately $5,000.
 Other expense for the three months ended February 29, 2008, was
approximately $36,000 as opposed to other income of approximately $159,000 for
the three months ended February 28, 2007. For the three months ended February
28, 2007, we recognized a gain of approximately $8,595,000 which was related to
the change in the fair value of warrants issued to 10 institutional and
accredited investors in conjunction with preferred stock financings on April 12,
May 30, June 30, July 11, 2006, and January 16, 2007, and the market price of
the common stock underlying such warrants.  As a result of reclassifying
these warrant liabilities on February 21, 2007, no such gain or loss was
recorded for the period ended February 29, 2008.  Interest income for the six months ended February 29, 2008, was
approximately $7,000.  Interest expense for the six months ending February
28, 2007, was approximately $12,000.  Other income for the six months ended
February 29, 2008, was approximately $28,000 as opposed to other income of
approximately $161,000 for the six months ended February 28, 2007. For the six
months ending February 28, 2007, we recognized a gain of approximately
$5,827,000 which was related to the change in the fair value of warrants issued
to 10 institutional and accredited investors in conjunction with preferred stock
financings on April 12, May 30, June 30, July 11, 2006, and January 16, 2007,
and the market price of the common stock underlying such warrants.  As a
result of reclassifying these warrant liabilities on February 21, 2007, no such
gain or loss was recorded for the period ended February 29, 2008.  As a
result, other expense for the three months ended February 29, 2008, was
approximately $33,000 as compared to other income of approximately $8,749,000
for the three months ended February 28, 2007.  For the six months ended
February 29, 2008, other income was approximately $35,000 as compared to other
income of approximately $5,976,000 for the six months ended February 28, 2007.  Net
profit (loss).As a result of the above, the net loss for three
 and six months ended February 29, 2008 was approximately $1,015,000 and
$1,871,000 as compared to a net profit of approximately $8,340,000 and
$5,235,000 for the three and six months ended February 28, 2007.  Liquidity and Cash Resources.  At February 29, 2008,
we had a cash balance of approximately $1,024,000. We originally expected to
reach positive operating cash flow during the second half of our 2007 fiscal
year, but slower than expected harvest rates and  23      handling and harvesting problems resulted in lower than expected
revenues.  As a result of recent processing improvements, experience gained
in 2007 and new marketing efforts, we now expect to achieve operating positive
cash flow as early as the end of our 2008 fiscal year.  During the six
months ended February 29, 2008, we completed one private equity financing
 resulted in net proceeds of approximately $800,000.  During the year
ending August 31, 2007, we completed one private equity financing and had
investors exercise various warrants that resulted in net proceeds of
approximately $3,074,000.  During the year ending August 31, 2006, we
relied on four private equity financings that resulted in net proceeds of
approximately $5,140,000.  These 2006 and 2007 financings contain warrants
which if fully exercised, could raise approximately an additional $49,350,000.
 To date, exercises of these warrants resulted in net proceeds of
approximately $1,200,000; accordingly, if all of the remaining warrants from the
2006 and 2007 financings are exercised, we could receive an additional
$48,150,000.  The exercise of the warrants is, however, to a large extent
dependent upon the price of our stock in the public market.  As a result,
we cannot guarantee when any of the warrants will be exercised, if at all and,
as a result, the proceeds from the exercise of the warrants may not be available
to us should we require additional financing or ever.  Prior to the
completion of the private equity financings in 2006, our initial expansion had
been largely funded by a short term note with a maximum limit of approximately
$1,451,000.  Previously, we have also relied on short term loans from
certain shareholders to assist with our working capital needs and to meet short
term cash requirements.  We used a portion of the 2006 private equity
financing to repay these short term loans and as a result we were able to deploy
the bulk of the proceeds from our financing toward our business strategy.
 In addition to the foregoing, on January 10, 2008, our Board of Directors
determined, based on due diligence concerns and because we were unable to
negotiate what we believe to be appropriate terms, to terminate negotiations for
the establishment of clam farming operations in Morocco.  We plan to use
these funds to continue our planned expansion of scallop farming and processing
infrastructure.  Based on our current estimates of future sales and capital
costs of expanding our farms in order to increase future crop yields, we will
require additional financings and/or exercise of previously issued warrants to
continue our current rate of expansion.   ITEM
3.  CONTROLS AND PROCEDURES   (a) Evaluation of disclosure controls and procedures  Under the supervision and with the participation of our
management, including our principal executive officer and acting chief
accounting officer, we evaluated the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of February 29, 2008.
Based on this evaluation, our principal executive officer and our acting chief
accounting officer concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures were effective and adequately
designed to ensure that the information required to be disclosed by us in the
reports we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and  24      reported within the time periods specified in applicable rules and
forms and that our Internal Controls are effective at that assurance level to
provide reasonable assurance that our financial statements are fairly presented
inconformity with accounting principals generally accepted in the United States.   (b) Changes in internal control over financial reporting  During the quarter ended February 29, 2008, there has been no
change in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.  Management does not expect that Disclosure Controls or Internal
Controls will prevent all error and all fraud. A control system, no matter how
well developed and operated, can provide only reasonable, but not absolute
assurance that the objectives of the control system are met. Further, the design
of the control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated objectives under all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.   25          PART II - OTHER INFORMATION  ITEM
1. Legal
Proceedings  In 1998
our wholly owned subsidiary, Island Scallops, entered into an Agreement with two
parties, pursuant to which Island Scallops was to produce and sell geoduck seed
to the two parties. Island Scallops received advance payments from each of the
two parties in 2002 totaling approximately $64,140.  As a result of
breaches of the purchase agreements by the purchasers, it is our position that
we may retain any unused portion of these advance payments.  As of
August 31, 2004, one of the two purchasers had claimed that Island Scallops owed
it amounts totaling $88,925.  Since it is our position that the purchasers
breached their agreements with Island Scallops, we have no intention of seeking
a settlement of this matter at this time.  We are unaware of any formal
proceedings that may have been commenced by either of these two purchasers in
regard to any claims that they may have.  Other
than as set forth herein, we are not a party to any material legal proceeding
and to our knowledge no such proceeding is currently contemplated or
pending.   ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds   (a) Unregistered Sales of Equity Securities  On
December 31, 2007, we issued an aggregate of 236,632 shares of common stock to
the investors of our 2006 and 2007 financings as payment of the semi-annual
dividend per the terms of the Certificate of Designation of the Relative Rights
and Preferences of the Series A Convertible Preferred Stock, Certificate of
Designation of the Relative Rights and Preferences of the Series B Convertible
Preferred Stock and the Certificate of Designation of the Relative Rights and
Preferences of the Series C Convertible Preferred Stock.  The dividend
shares were issued to these investors pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act for issuances not
involving any public offering.  On
January 1, 2008 and February 1, 2008, we issued 5,000 shares of common stock to
Pacific Crab Seafood Company, Inc. as part of the 100,000 shares of our common
stock that our Board of Directors previously approved for the consulting and
marketing services that they will provide to us.  The remaining 25,000
shares will be issued in equal monthly installments of 5,000 shares during the
remaining term of the agreement.  The shares were issued in accordance with
the exemption from the registration provisions of  26        the
Securities Act of 1933, as amended, provided by Section 4(2) of such Act for
issuances not involving any public offering.  (b) Not Applicable.  (c) Not Applicable.  (d) Not Applicable.    ITEM 3. Defaults
upon Senior Securities  (a) Not Applicable.  (b) Not Applicable.  ITEM 4.
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  At our
2008 Annual Shareholder Meeting, which was held on January 10, 2008, 15,672,000
shares, representing 66.01% of our shareholders voted to re-elect our entire
board of directors.    There were no votes against or withheld
for any of the nominees, nor were there any broker non-votes or abstentions.  ITEM 5. OTHER INFORMATION     (a) Not
applicable.  (b) Not
applicable.  ITEM 6.
 EXHIBITS  (a) The following
exhibits are filed as part of this report.  Exhibit
No.
                    Document 3.1
Articles of
Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the
Companys Quarterly Report on Form 10-QSB filed on April 13,
2007).3.2
Amended and
Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-QSB filed on April 13, 2007).31.1
Certification
 of  Chief  Executive  Officer and Acting Chief
Financial Officer  required  by Rule 13a-14/15d-14(a) under the
Exchange Act  27         32.1
Certification
of Chief Executive Officer and Acting Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant   to Section
  906 of the Sarbanes-Oxley Act of 2002.    SIGNATURES  In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.  Date:
 April 14, 2008 EDGEWATER
FOODS INTERNATIONAL, INC.    By:
 /s/  Robert Saunders     Robert
Saunders,   Chief
Executive Officer  By:
  /s/  Michael Boswell    Michael
Boswell,  Acting
Chief Accounting Officer         28