ARTICLES
OF INCORPORATION


OF


EDGEWATER
FOODS INTERNATIONAL, INC.





I,
the undersigned natural person of the age eighteen (18) years or more, acting as
incorporator of a corporation under the General Corporation Law of the State of
Nevada, do hereby adopt the following Articles of Incorporation:





ARTICLE
I


The name
of this corporation is Ocean Smart, Inc.





ARTICLE
II


Its
registered office in the State of Nevada is to be located at 2533 North Carson
Street, Carson City, Nevada 89706. The registered agent in charge thereof is
Laughlin Associates at 2533 North Carson Street, Carson City, Nevada
89706.





ARTICLE
III


The  nature
of
the  business  and,  the  objects  and  purposes  proposed  to
be transacted, promoted  and  carried  on, are to
do any or all the things herein mentioned as fully and to the same extent as
natural  persons  might or could do and in any part of the
world, viz:





"The
purpose of the corporation is to engage in any lawful act or


activity
for which corporations may be organized under the General


Corporation
Law of the State of Nevada."





ARTICLE
IV


The
authorized capital is made up of five classes:


(a)
            100,000,000
      shares of Common Stock of USD .001 par
value;


(b)
            8,000,000
      shares of Series A Convertible Preferred Stock with $.001 par value per
      share (“Series A Convertible Preferred
Stock”);


(c)
            220
      shares of Series B Convertible Preferred Stock with a $.001 par value per
      share (“Series B Convertible Preferred
Stock”);


(d)
            1,000,000
      shares of Series C Convertible Preferred Stock with a $.001 par value per
      share (“Series C Convertible Preferred
Stock”);


(e)
            380,000
      shares of Series D Convertible Preferred Stock with a $.001 par value per
      share (“Series D Convertible Preferred Stock”);
  and,


(f)
            619,780
      shares Preferred Stock with $.001 par value per share (“Blank Check
      Preferred Stock”).





ARTICLE
V


The name
and address of the incorporator signing the articles of incorporation is as
follows:


Lee
Murdock


1529
E. I-30, Suite 104


Garland,
Texas 75043





ARTICLE
VI











The
governing  board of this  corporation  shall be
known as directors,  and the number of directors  may from
time to time be  increased  or  decreased in such
manner as shall be provided in the bylaws of this corporation, provided that the
number of directors shall not be reduced less than one or be more than
ten.





The name
and address of the first director, which is one in number, is as
follows:


Lee
Murdock


1529
E. I-30, Suite 104


Garland,
Texas 75043





ARTICLE
VII


Meetings
of stockholders may be held outside of the State of Nevada at such place or
places as may be designated from time to time by the board of directors or in
the bylaws of the corporation.





ARTICLE
VII


This  corporation  reserves  the
right to  amend,  alter,  change or
repeal  any provision contained  in
the  articles  of  incorporation,  in
the manner now or hereafter  prescribed,  and all
rights  conferred upon  stockholders  herein are
granted subject to this reservation.





ARTICLE
VII               Elimination
or Limitation of Liability of Directors





No
director shall be liable to the corporation or its  stockholders for
monetary damages for breach of  fiduciary  duty as a
director:  provided,  however,  that
nothing  contained herein shall  eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the  corporation or its stockholders,  (ii) for acts
or  omissions  not in good  faith or
which  involve intentional  misconduct or a knowing
violation of law, (iii) for any transaction from which the director derived an
improper  personal  benefit,  or (iv) for any act
or omission occurring prior to their directorship.





ARTICLE
VIII              Indemnification
of Directors and Officers





The
corporation shall indemnify the directors and officers of the corporation, and
of any subsidiary of the corporation, to the full extent provided by the laws of
the State of Nevada.  Expenses  incurred  by
a  director  or officer in defending a civil or criminal
action,  suit or proceeding  shall be paid by the
corporation  in  advance  of the  final
disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or
on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.  In addition, the corporation may advance expenses of
such nature on any other terms and/or in any other manner authorized by
law.





ARTICLE
IX                Amendment
of Bylaws





In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is authorized, subject to the bylaws, if any, adopted by the
shareholders, to adopt, alter or amend the bylaws of the
corporation.