U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A



(MARK ONE)

         [X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005

         [ ]       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                             20-3113571
        ----------------------------------   --------------------------------
        (State or other jurisdiction         IRS Employer Identification No.)
         of incorporation or organization)


                            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 JANUARY 17, 2006, THERE WERE 20,560,400 SHARES OF COMMON STOCK OUTSTANDING
AND NO SHARES OF PREFERRED STOCK. ALL STOCK PAR VALUE IS $.001.

PART I - FINANCIAL INFORMATION.................................................3

Item 1.  Financial Statements Note:

Balance Sheet at November 30, 2005 (unaudited).................................3

Unaudited Statements of Operations for the three periods ended
 November 30, 2005, and 2004...................................................4

Unaudited Statements of Cash Flows for the
  three  month periods ended November 30, 2005 and 2004........................5

Notes to Financial Statements..................................................6

Item 2 -Management's Discussion and Analysis of Results of Operations
 and Financial Condition.......................................................7

Item 3 - Controls and Procedures............................................. 16

PART II - OTHER INFORMATION...................................................17

Item 1.  LEGAL PROCEEDINGS....................................................17

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS............................17

Item 3.  DEFAULTS UPON SENIOR SECURITIES......................................17

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................17

Item 5.  OTHER INFORMATION....................................................18

Item 6.  EXHIBITS.............................................................18



                                                                               2
<PAGE>

                                EXPLANATORY NOTE

We are filing this amendment number 2 to our Quarterly Report on Form 10-QSB for
the quarter ended  November 30, 2005,  which was initially  filed on January 17,
2006, to ensure that  information  presented in all of our filings is consistent
since we also filed  amendments to our Annual Report on Form 10-KSB for the year
ending  August  31,  2005 on July 17,  2006  and on this  same  day,  as well as
amendments  to our  Quarterly  Report  on Form  10-QSB  for the  quarter  ending
February 28, 2006.  Specifically,  we (i) revised the line items Additional Paid
in Capital and Accumulated other  comprehensive  income; (ii) revised disclosure
contained in the Notes to our Financial Statements to be consistent with similar
disclosure in our other reports;  (iii) revised  disclosure  under the Inventory
section  of Note  2:  Significant  Accounting  Policies  on page 8 to  recognize
certain  inventory  costs;  (iv)  revised  our  disclosure  in Note 1 - Basis of
Presentation,  Organization  and  Nature of  Operations,  page 7 to  expand  our
disclosure to clarify  information related to the reverse merger transactions we
have undergone; (v) expanded our disclosure in the Government Assistance section
of Note 2 - Significant  Accounting  Policies,  page 10 to discuss the nature of
certain future conditions under which repayment of government assistance may not
be  required;   (vi)   expanded  our   disclosure   in  the  Recent   Accounting
Pronouncements section of Note 2 - Significant  Accounting Policies,  page 12 to
clarify the impact that the new accounting standards are expected to have on our
financial  statements  and make such  disclosure  current;  (vii)  expanded  our
disclosure  in Note 7 - Short Term  Debt,  page 15 to  clarify  the term  "first
charge" and  discuss  how much has been  accrued to date and when we plan to pay
for  the  liability;  (viii)  revised  our  disclosure  in  Note 9 -  Contingent
Liabilities,  page 17to  expand  our  disclosure  to  explain  the nature of the
parties'  violation,  why we believe that we are entitled to keep the balance of
the deposits and why one of the parties  believes that they are owned additional
funds regarding a sale of geoduck in 2002; (ix) revised our disclosure in Item 3
Controls  and  Procedures,  page  21  to  conform  to  the  wording  and  timing
requirements  of Regulation  S-B, Item 308(c);  (xi)  corrected a  typographical
error in the Stockholders  Deficit portion of our Balance Statement;  and, (xii)
revised Note 5 - Investment  in Other Assets  (Tenures),  page 14 to discuss the
implications  of late or  non-payments to the government on our ability to renew
shellfish  tenures.  No other information in the Form 10-QSB is being amended by
this Amendment. This Amendment continues to speak as of the date of the original
filing  of the  Form  10-QSB  and we have not  updated  the  disclosure  in this
Amendment to speak as of any later date.

<PAGE>

                         PART I - FINANCIAL INFORMATION
                          EDGEWATER FOODS INTERNATIONAL
                           CONSOLIDATED BALANCE SHEET
                                    UNAUDITED
                                NOVEMBER 30, 2005


ASSETS

Current assets:
     Cash                                                           $       153
     Accounts receivable,                                                36,995
     Inventory                                                          713,177
     Other current assets                                                25,037
                                                                    -----------

       Total current assets                                             775,362

Property, plant and equipment, net                                    1,088,609

Loans receivable                                                         19,466

Investments in other assets                                               3,421
                                                                    -----------

     Total assets                                                   $ 1,886,858
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
     Checks issued in excess of funds on deposit                    $    50,502
     Bank indebtedness                                                   66,616
     Short term debt                                                  1,391,128
     Current portion of long term debt                                  956,058
     Accounts payable and accrued liabilities                           558,859
                                                                    -----------



                                                                               3
<PAGE>


     Total Current Liabilities                                        3,023,163

Long term debt                                                          393,067
                                                                    -----------

     Total Liabilities                                                3,416,230
                                                                    -----------

Stockholders' Deficit
     Common stock, no par $0.001, 25,000,000 authorized,
     20,560,400 issued and outstanding at November 30, 2005               2,056


     Additional Paid in Capital                                       3,334,300
     Accumulated Deficit                                             (4,672,148)
     Accumulated other comprehensive income -                          (193,580)

      foreign exchange adjustment
                                                                    -----------

     Total Stockholders' Deficit                                    $(1,529,372)
                                                                    -----------

     Total Liabilities and Stockholders' Deficit                    $ 1,886,858
                                                                    ===========

See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements

                                                                               4
<PAGE>

<TABLE>

<CAPTION>


                          EDGEWATER FOODS INTERNATIONAL
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      THREE MONTH PERIOD ENDING NOVEMBER 30
                                   (UNAUDITED)




                                                              2005                            2004
                                                  ------------------------------ -------------------------------
                                                           (unaudited)                    (unaudited)
<S>                                                <C>                            <C>


Revenue                                            $          160,035             $         135,082
Cost of goods sold                                            171,733                        90,204
                                                  ------------------------------ -------------------------------

Gross profit (loss)                                           (11,698)                       44,878
                                                  ------------------------------ -------------------------------

Expenses:
      General and administrative
        expenses                                               43,411                        33,215
      Salaries and benefits                                    44,016                        12,250
      Stock compensation expense                              182,500                          --
                                                  ------------------------------ -------------------------------

                           Total                              269,627                        45,465
                                                  ------------------------------ -------------------------------

Loss from operations                                         (281,325)                         (587)
                                                  ------------------------------ -------------------------------

Other income (expense):
      Interest (expense), net                                 (53,519)                       (8,499)
      Other income                                              4,102                          --
                                                  ------------------------------ -------------------------------

                Other income (expense), net                   (49,417)                       (8,499)
                                                  ------------------------------ -------------------------------

Net income (loss)                                  $         (330,742)            $          (9,086)
                                                  ============================== ===============================

Foreign currency translation                                  (23,177)                         (446)


Total Comprehensive Loss                           $         (353,919)                        9,532)
                                                  ===================            ======================

Net income (loss) per Share
      Basic and diluted                            $            (0.02)            $           (0.00)

Weighted average shares outstanding
      Basic and diluted                                    20,564,246                    10,300,000

</TABLE>

See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements

                                                                               5
<PAGE>

<TABLE>

<CAPTION>

                          EDGEWATER FOODS INTERNATIONAL
                      CONSOLIDATED STATEMENTS OF CASHFLOWS
                         THREE MONTHS ENDED NOVEMBER 30
                                  (UNADUDITED)


                                                                 2005        2004
                                                             ---------    ---------
                                                             (unaudited)  (unaudited)
<S>                                                          <C>          <C>

Cash flows from operating activities:


     Net income (loss)                                       $(330,742)   $  (9,086)

     Adjustments to reconcile net loss to net cash used in
       operating activities:

       Depreciation, depletion and amortization                 79,869       49,820

       Common stock issued for services                        182,500         --

     Changes in current assets and liabilities:

       Accounts receivable                                     (36,995)      (7,080)

       Prepaid expenses                                          3,483         --

       Other current assets                                       --          4,026

       Loan receivable                                             921        1,821

       Inventory                                              (173,051)        --

       Accounts payable                                         69,135      (26,730)

       Bank overdrafts                                          11,964         --
                                                             ---------    ---------


Net cash used in operating activities                         (192,916)      12,771
                                                             ---------    ---------

Cash flows from investing activities:


     Purchase of property, plant and equipment                  (2,499)     (46,180)
                                                             ---------    ---------


Net Cash provided by (used in) investing activities             (2,499)     (46,180)
                                                             ---------    ---------

Cash flows from Financing activates:


     Line of credit, net                                         1,252         --
     Proceeds from short term debt                             244,433      120,491

     Proceeds of long term debt                                  1,069         --

     Payment of long term debt                                  (6,523)      (5,263)
                                                             ---------    ---------

Net Cash provided by financing activities                      240,231      115,228
                                                             ---------    ---------


Foreign currency translation effect                            (45,223)       4,693


Net increase in cash                                              (407)      86,512


Cash, beginning of period                                          560       13,683
                                                             ---------    ---------


Cash, end of period                                          $     153    $ 100,195
                                                             =========    =========
</TABLE>

See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements

                                                                               6
<PAGE>



                       Edgewater Foods International, Inc.

                   Notes to Consolidated Financial Statements
                                   (unaudited)

NOTE 1.  BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

Edgewater Foods International Inc. ("Edgewater"),  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.  Scallop  farming is relatively new to
North  America  and Island  Scallops is the only  producer  of both  live-farmed
Pacific scallops and live sablefish (or blackcod). Given Island Scallops' unique
hatchery  technology  and extensive  research and  development,  we believe that
there is no significant  competition  for the farming of these marine species in
our  geographic  area.   Island  Scallops  is  committed  to  rapidly  expanding
production  and profits while  continuing to finance our  aggressive  growth and
maintaining a healthy respect for the marine environment.


On June 29, 2005,  Edgewater,  a private holding company  established  under the
laws of Nevada in order to acquire assets in the  aquaculture  industry,  issued
10,300,000  shares of common  stock in exchange  for a 100%  equity  interest in
Island Scallops,  Ltd. As a result of the share exchange,  Island Scallops, Ltd.
become the wholly own subsidiary of Edgewater.  As a result, the shareholders of
Island Scallops owned a majority (54.21%) of the voting stock of Edgewater Foods
International,  Inc. The  transaction  was regarded as a reverse  merger whereby
Island Scallops was considered to be the accounting acquirer as its shareholders
retained  control of Edgewater Foods after the exchange,  although  Edgewater is
the legal parent company.  The share exchange was treated as a  recapitalization
of Edgewater  Foods.  As such,  Island  Scallops (and its  historical  financial
statements) is the continuing entity for financial reporting purposes.

On August 15, 2005, we completed a reverse  acquisition  of Heritage  Management
Corporation, a public shell company as that term is defined in Rule 12b-2 of the
Exchange  Act,  established  under  the  laws of  Nevada  on June 12,  2000.  To
accomplish the share exchange we issued  19,000,000  shares of common stock on a
one to one ratio for 100% equity interest in Edgewater  Foods.  Per the terms of
the Share Exchange and Bill of Sale of Heritage  Funding  Corporation and E. Lee
Murdoch, Heritage was delivered with zero assets and zero liabilities at time of
closing.  Following  the  reverse  acquisition,  we changed the name of Heritage
Management Corporation to "Edgewater Foods International,  Inc." The transaction
was regarded as a reverse  merger  whereby  Edgewater  was  considered to be the
accounting  acquirer as it  retained  control of  Heritage  after the  exchange.
Although the Company is the legal parent company, the share exchange was treated
as a  recapitalization  of  Edgewater.  Edgewater is the  continuing  entity for
financial reporting purposes.  The Financial Statements have been prepared as if


                                                                               7
<PAGE>

Edgewater had always been the reporting  company and then on the share  exchange
date, had changed its name and reorganized its capital stock.


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
acquired  entities since their respective dates of acquisition.  All significant
inter-company amounts have been eliminated.

Cash and equivalents

Cash and equivalents  include cash, checks issued in excess of funds on deposit,
bank indebtedness, and highly liquid short term market investments with terms to
maturity of three months or less.

Accounts receivable

Accounts  receivable is presented net of allowance  for doubtful  accounts.  The
allowance  for  doubtful  accounts  reflects  estimates  of  probable  losses in
accounts  receivable.  The allowance is determined based on balances outstanding
for over 90 days at the period end date, historical experience and other current
information.

Loans receivable

Loans receivable is presented net of an allowance for loan losses, as necessary.
The loans are written off when collectibility becomes uncertain.

Inventory

The Company 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).

Raw  materials  are reported at the lesser of purchase  cost and  estimated  net
realizable value.

Biomass and finished  goods are reported at the lesser of cost and estimated net
realizable  value.  Cost 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 November 30, 2005, inventory consisted of the following:

Biomass (Scallops):                         $713,177


                                                                               8
<PAGE>


Long term investments

Long term  investments are recorded at cost. The Company reviews its investments
periodically to assess whether there is an "other than temporary" decline in the
carrying  value of the  investment.  The Company  considers  whether there is an
absence of an  ability  to  recover  the  carrying  value of the  investment  by
reference to projected undiscounted future cash flows for the investment. If the
projected  undiscounted future cash flow is less than the carrying amount of the
asset, the asset is deemed impaired. The amount of the impairment is measured as
the difference between the carrying value and the fair value of the asset.

Intangible assets

Intangible  assets are recorded at cost.  Cost is amortized  over the  estimated
useful life of the asset unless that life is determined to be indefinite.

Intangible  assets not subject to  amortization  are tested for impairment on at
least an annual basis.  If the fair value of the intangible  asset is determined
to be less than the carrying  amount,  an  impairment  loss is recognized in the
amount of that difference.

Intangible  assets  subject to  amortization  are  reviewed  for  impairment  in
accordance with the provisions applying to long-lived assets.

Property, plant, and equipment

Property,   plant,   and  equipment  are  recorded  at  cost  less   accumulated
amortization and are amortized in the following manner based on estimated useful
lives:

         Buildings                                    4% - 5% declining balance
         Seawater piping and tanks                    6% declining balance
         Boats                                       15% declining balance
         Field equipment                             20% declining balance
         Office equipment                            20% declining balance
         Vehicles                                    30% declining balance
         Computer equipment                          30% declining balance

Impairment of long-lived assets

The Company monitors the recoverability of long-lived assets, including property
and equipment and intangible assets,  based upon estimates using factors such as
expected future asset utilization, business climate, and undiscounted cash flows
resulting  from the use of the related  assets or to be  realized  on sale.  The
Company's  policy is to write  down  assets  to the  estimated  net  recoverable
amount,  in the period in which it is determined likely that the carrying amount
of the asset will not be recoverable.


                                                                               9
<PAGE>


Government assistance

Government  assistance received by the Company, such as grants,  subsidies,  and
tax credits, is recorded as a recovery of the appropriate related expenditure in
the period that the assistance is received.


The Company has received  government  assistance in the foam of loans, for which
repayment may not be required if the we fail to meet  sufficient  future revenue
levels to repay  these loans  based on a  percentage  of gross sales for certain
products over a defined period of time. Such assistance  received by the Company
is initially  recorded as a  liability,  until such time as all  conditions  for
forgiveness are met, and is then recognized as other income in that period.


Farm license costs

The  Company  must pay annual  license  costs in  respect to  government-granted
tenures that it holds,  which give the Company the right to use certain offshore
ocean waters for the purpose of  aquaculture  farming.  Such  license  costs are
recognized as an expense when incurred.

Research and development costs

Development costs include costs of materials, wages, and reasonably attributable
indirect  costs incurred by the Company which are directly  attributable  to the
development of hatchery techniques for sablefish and shellfish.  These costs are
expensed when incurred.

Research costs are expensed when incurred.

Income taxes

The  Company  calculates  its  provision  for income  taxes in  accordance  with
Statement of  Financial  Accounting  Standards  No. 109  (Accounting  for Income
Taxes) ("SFAS 109"), which requires an asset and liability approach to financial
accounting  for  income  taxes.  This  approach  recognizes  the amount of taxes
payable or  refundable  for the current year, as well as deferred tax assets and
liabilities  attributable to the future tax consequences of events recognized in
the financial statements and tax returns.  Deferred income taxes are adjusted to
reflect the effects of enacted changes in tax laws or tax rates. Deferred income
tax assets are recorded in the financial statements if realization is considered
more likely than not.

Revenue recognition

The Company  recognizes  revenue when it is realized or realizable,  and earned.
The Company  considers  revenue  realized or  realizable  and earned when it has
persuasive  evidence of a  contract,  the  product  has been  delivered,  or the
services  have  been  provided  to the  customer,  the  sales  price is fixed or
determinable, and collectibility is reasonably assured.


                                                                              10
<PAGE>


Revenue of the Company is derived principally from the sale of scallops produced
by the Company or purchased  from third  parties,  and from the sale of seed and
farm supplies to other aquaculture farms.

Revenue from the sale of scallops and other products is recognized upon delivery
of the product and invoicing of the customer,  assuming collection is considered
reasonably assured.

Financial instruments

The carrying amount of the Company's financial instruments,  which include cash,
accounts  receivable,  loans  receivable,  checks  issued  in excess of funds on
deposit, bank indebtedness, accounts payable and accrued liabilities, short term
debt,  shareholder  debt,  and long  term debt  approximate  fair  value.  It is
management's  opinion that the Company is not exposed to  significant  interest,
currency  or  credit  risk  arising  from  these  financial  instruments  unless
otherwise noted.

Foreign exchange

The functional currency of the Company's foreign subsidiary is the local foreign
currency (Canadian dollars).  All assets and liabilities  denominated in foreign
currencies are translated  into U.S.  dollars at the exchange rate prevailing on
the balance sheet date.  Revenues,  costs and expenses are translated at average
rates  of  exchange  prevailing  during  the  period.   Translation  adjustments
resulting from  translation of the  subsidiaries'  accounts are accumulated as a
separate  component of  shareholders'  equity.  Gains and losses  resulting from
foreign currency  transactions  are included in the  consolidated  statements of
operations and have not been significant.

Use of estimates

The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of assets,  liabilities,  revenues,
expenses and  disclosure of contingent  assets and  liabilities.  Such estimates
include  providing for  amortization  of property,  plant,  and  equipment,  and
valuation of inventory. Actual results could differ from these estimates.

Concentration of risk

The Company operates in the regulated aquaculture industry.  Material changes in
this industry or the applicable  regulations could have a significant  impact on
the Company.

The quality and quantity of the aquaculture products  cultivated,  harvested and
processed by the Company could be impacted by biological and environmental risks
such as  contamination,  parasites,  predators,  disease  and  pollution.  These
factors  could  severely  restrict  the ability of the  Company to  successfully
market its products.


                                                                              11
<PAGE>


Stock-based compensation

The Company accounts for stock-based  employee  compensation  arrangements using
the  intrinsic  value method in  accordance  with the  provisions  of Accounting
Principles  Board  (APB)  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  and  complies  with  the  disclosure  provisions  of SFAS  No.  123
"Accounting for Stock-Based Compensation," as amended by SFAS No. 148. Under APB
Opinion  No.  25,  compensation  cost  is  generally  recognized  based  on  the
difference, if any, on the date of grant between the fair value of the Company's
common stock and the amount an employee must pay to acquire the stock.

The Company  periodically  issues  common  stock for  acquisitions  and services
rendered.  Common stock issued is valued at the estimated fair market value,  as
determined by management  and the board of directors of the Company.  Management
and the board of  directors  consider  market  price  quotations,  recent  stock
offering prices and other factors in determining  fair market value for purposes
of valuing the common stock.

Basic and diluted net loss per share

Basic income or loss per share  includes no dilution and is computed by dividing
net income or loss by the  weighted-average  number of common shares outstanding
for the period. Diluted income or loss per share includes the potential dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted  into common stock.  For all periods  presented,  diluted
loss per share equaled the basic loss per share as all  convertible  instruments
were anti-dilutive.

Recent accounting pronouncements


In November of 2004, the FASB issued Statement of Financial Accounting Standards
No.  151 ("SFAS  151").  SFAS 151 amends the  guidance  in  Accounting  Research
Bulletin  No. 43  (Inventory  Pricing) to clarify the  accounting  for  abnormal
amounts of idle facility expense,  freight,  handling costs, and waste material.
Among other  provisions,  SFAS 151 requires  that items,  such as idle  facility
expense, excessive spoilage, double freight, and rehandling costs, be recognized
as current period charges.  Additionally,  SFAS 151 requires that the allocation
of fixed  production  overheads to the costs of  conversions  be based on normal
capacity of the  production  facilities.  SFAS 151 is effective for fiscal years
beginning  after June 15, 2005,  and is required to be adopted by the Company in
the first quarter of fiscal 2006. In the opinion of Management,  the adoption of
this statement will not have any impact on the Company's  consolidated financial
statements.

In December of 2004, the FASB issued Statement of Financial Accounting Standards
No, 123 (revised  2004)  (Share-Based  Payment)  ("SFAS  123R").  SFAS 123R is a
revision of SFAS 123 (Accounting for Stock-Based  Compensation),  and supersedes
Accounting  Principles Beard ("APB") Opinion No. 25 (Accounting for Stock Issued
to  Employees).  SFAS 123R  requires  that the fair  value of  employees  awards


                                                                              12
<PAGE>

issued,   modified,   repurchased  or  cancelled  after  implementation,   under
share-based  payment  arrangements,  be  measured  as of the date  the  award is
issued,  modified,   repurchased  or  cancelled.  The  resulting  cost  is  then
recognized in the statement of earnings  over the service  period.  SFAS 123R is
required to be adopted by the  Company not later than for the 2007 fiscal  year.
In the opinion of  Management,  the adoption of this  statement  will not have a
significant impact on the Company's consolidated financial statements.

In December of 2004, the FASB issued Statement of Financial Accounting Standards
No. 153 (Exchanges of  Nonmonetary  Assets - An Amendment of APB Opinion No. 29,
Accounting for Nonmonetary  transactions)  ("SFAS 153"). SFAS 153 eliminates the
exception  from fair value  measurement  for  nonmonetary  exchanges  of similar
productive  assets in paragraph 21(b) of APB Opinion No. 29 and replaces it with
an exception  for  exchanges  that do not have  commercial  substance,  SFAS 153
specifies  that a nonmonetary  exchange has  commercial  substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange.  SFAS 153 is effective  for fiscal  periods  beginning  after June 15,
2005,  and is required to be adopted by the Company in the second quarter of the
2006 fiscal year. We do not currently  believe that the adoption of SFAS No. 153
will have a material impact on its consolidated financial statements.

In May  2005,  SFAS No.  154,  "Accounting  Changes  and Error  Corrections"  (a
replacement  of APB  Opinion No. 20 and SFAS No. 3) was  issued.  Statement  154
requires  that all  voluntary  changes  in  accounting  principles  and  changes
required  by a  new  accounting  pronouncement  that  do  not  include  specific
transition  provisions be applied  retrospectively  to prior periods'  financial
statements,  unless it is  impracticable to do so. Opinion 20 required that most
voluntary  changes in  accounting  principle  be  recognized  by  including  the
cumulative effect of changing to the new accounting  principle as a component of
net income in the period of change. Statement 154 is effective prospectively for
accounting  changes and  corrections  of errors made in fiscal  years  beginning
after  December  15,  2005,  with  earlier   application   encouraged.   Earlier
application is permitted for accounting  changes and  corrections of errors made
in fiscal years  beginning  after the date the  Statement was issued (May 2005).
Statement  154  does  not  change  the  transition  provisions  of any  existing
accounting pronouncements,  including those that are in a transition phase as of
the effective date of the Statement. Accordingly, the Company will implement the
provisions  of this  accounting  pronouncement  in the fiscal  reporting  period
ending August 31, 2007.  We do not  currently  believe that the adoption of SFAS
145  No.  154  will  have  a  material  impact  on  our  consolidated  financial
statements.


NOTE 3.  PROPERTY, PLANT AND EQUIPMENT


                                                                              13
<PAGE>


Property, Plant and Equipment at November 30, 2005 consisted of the following:



                                         Accumulated    Net Book
                             Cost        Amortization   Value
                            ------------------------------------

Land                        $  215,514   $     --     $  215,514
Buildings                      423,772      210,868      212,904
Seawater piping and tanks      425,556      246,509      179,047
Boats and Barge                220,065       95,121      124,944
Field equipment                969,142      622,393      346,749
Office equipment                12,961       11,528        1,433
Vehicles                        34,327       30,839        3,488
Computer equipment               7,984        3,454        4,530
                            ------------------------------------
                            $2,309,321   $1,220,712   $1,088,609


Depreciation expenses for the quarter ended November 30, 2005 were $7,986.

NOTE 4.  LOANS RECEIVABLE

An unsecured note receivable from Seascal Enterprises, Ltd. ("Seascal") requires
monthly  interest  payments,  calculated  at the  Business  Development  Bank of
Canada's  operational  rate  plus  1%,  per  annum,  and  has no  fixed  term of
repayment.  The Company has an informal  arrangement to provide  scallop seed to
Seascal, for which the Company receives a percentage of ultimate sales.

NOTE 5.  INVESTMENTS IN OTHER ASSETS (TENURES)


The Company  carries  its  investment  in other  assets  (tenures)  at $3,421 at
November 30, 2005. This amount represent the carrying costs of certain shellfish
tenures  acquired by the  subsidiary  of the Company's  wholly-owned  subsidiary
Island Scallops Ltd., 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. One tenure has an expiration date of July
10, 2021. Other shellfish  tenures held by the Company and its 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 therefore 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 the shareholder  totaling $96,786 at

                                                                              14
<PAGE>

November 30, 2005.  The Company used these credit cards as a means of short term
financing and incurs interest charges on such unpaid balances.

Included in accounts payable and accrued  liabilities at November 30, 2005 is an
amount of $112,767  related to deposits  paid by two third parties in respect to
an  agreement  to  purchase  geoduck  seed  from  the  Company  (for  additional
information see Note 9 - Contingent Liabilities).

Included in accounts payable and accrued  liabilities at November 30, 2005 is an
amount of $4,647  related  to  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).

Other  accounts  payable and accrued  liabilities  at November  30, 2005 carry a
balance of $344,659.

As a result,  at November  30,  2005,  the  Company had an accounts  payable and
accrued liabilities balance of $558,859.

NOTE 7.  SHORT TERM DEBT

Included  in  short-term  notes  payable is a loan with an  authorized  limit of
$1,282,818 secured by the assets of the Company,  including a mortgage charge in
the amount of $1,282,818 on land and building of the Company,  and by a personal
guarantee of Robert Saunders,  our Chairman,  President and CEO, and former sole
shareholder  of Island  Scallops.  The note bears  interest  at a rate of 1% per
month,  payable monthly, and is due April 1, 2006. During the three months ended
November  30,  2005,  the Company  borrowed an  additional  $244,433 for working
capital  requirements.  Therefore,  as of November 30, 2005,  $1,254,961  of the
authorized  limited  had been lent to the  Company's  wholly  owned  subsidiary,
Island Scallops.


Included in  short-term  debt at November  30, 2005 is  estimated  royalties  of
$56,918 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 from the Company 3% of revenues of the Company 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  inventory of the Company
(including  broodstock)  in the amount of  $299,324  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 $57,994 as
a  current  liability  and we plan to pay it with  available  funds  in the near
future.


Included  in  short-term  notes  payable at November  30,  2005 is an  unsecured
non-interest bearing demand loan from an individual with a face value of $42,902
and no specific terms of repayment. However, the lender has informally requested
that the loan be repaid in full by October 6, 2008.


                                                                              15
<PAGE>


Included  in the  short-term  notes  payable at  November  30,  2005 is a second
unsecured  non-interest  bearing demand loan with a face value of $36,347 and no
specific terms of repayment.

As a result,  at November 30, 2005,  the Company had  $1,391,128  of  short-term
notes.

NOTE 8. 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  scallop  sales  of the  Company,  payable
semi-annually,  with no  specified  due date.  At  November  30,  2005 as Island
Scallops  is in arrears in respect  to the  payment of these  amounts,  the full
principal balance of $579,230 is reflected as a current liability. Management of
the Company is seeking to renegotiate terms of repayment of this debt.

These  consolidated  financial  statements  include the  Company's  wholly owned
subsidiary's  (Island  Scallops)  unsecured  non-interest  bearing 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 black
cod  revenues  of the Island  Scallops  until the earlier of full  repayment  or
December 1, 2012. The amount  repayable is up to 150% of the original advance of
$370,128,  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 November  30, 2005 bear  interest at a rate of 1% per
month.  At August  31,  2005,  Island  Scallops  is in arrears in respect to the
payment of these amounts, the full principal balance of $376,828 is reflected as
a current liability.

These consolidated  financial  statements include Island Scallop's mortgage loan
repayable at $1,808 per month  including  interest  calculated at the greater of
10% and  (Canadian)  prime plus 6%. The loan,  which is due on April 1, 2007, is
secured by a second charge on the real property of Island Scallops.  At November
30, 2005, the principal due is $185,001

These consolidated  financial  statements include a non-interest bearing loan to
Island Scallops from Industry Science and Technology Canada requiring  repayment
equal to 0.5% of gross scallop sales of the  Company's  wholly owned  subsidiary
(Island  Scallops) for each preceding year,  which is due January 1, 2007. If at
the due date the Company has not generated sufficient revenues to be required to
repay the original amount of $156,313,  the remaining  portion of the loan is to
be forgiven. Amounts currently due bear interest based on the published rates of
90 day (Canadian) treasury bills.

These  consolidated  financial  statements  include  two bank  loans for  Island
Scallops.  The first bank loan is repayable at $1,069 per month,  plus  interest
calculated at the floating base rate of the Business  Development Bank of Canada


                                                                              16
<PAGE>

plus 1.5% annum, is due February 23, 2009, and is secured by a General  Security
Agreement  over the assets of the  Company's  wholly  owned  subsidiary  (Island
Scallops),  a mortgage  charge on Island  Scallop's real property and a personal
guarantee  of $42,761  by our  Chairman,  President  and CEO,  and  former  sole
shareholder  of Island  Scallops.  At November 30, 2005,  the  principal  due is
$41,692.  The second  bank loan is  repayable  at $446 per month  plus  interest
calculated  at  (Canadian)  prime plus 3% per  annum,  is  unsecured  and is due
October 23, 2007. At November 30, 2005, the principal due is $10,764.

As a result,  at August 31, 2005,  the Company had  $1,349,125 of long-term debt
less a current portion of $956,058 for a balance of $393,067.

NOTE 9.  CONTINGENT LIABILITIES


The  Company's  wholly  owned  subsidiary,  Island  Scallops,  entered  into  an
Agreement in the 1998 year 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 year 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  $112,767,  is  included  in  accounts  payable  and accrued
liabilities.

The position of management  of the Company is that the two parties  violated the
terms of the agreement,  such that the Company is entitled to retain the balance
of the deposits.  Per the terms of the original  agreement,  Island  Scallop 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 November 30, 2004, one of the two parties had made claims that the Company
owed to it amounts  totaling  $74,704.  This particular  party believed that the
agreement  required  Island  Scallops to deliver the product in year one and did
not allow Island Scallop 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 $32,899.


Any  additional  liability to the  Company,  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  the Company  nor its wholly  owned  subsidiary  maintain  insurance  in
respect to replacement of its inventory. Consequently, the Company is exposed to
financial losses or failure as a result of this risk.


                                                                              17
<PAGE>


NOTE 10.  STOCK-COMPENSATION EXPENSE

In October  2005,  we engaged  Aurelius  Consulting  to  provide  marketing  and
investor  relations  services.  The initial  term of the  agreement is one year.
Aurelius is entitled to receive 25,000 shares of our restricted common stock per
quarter during the term of its agreement,  in consideration  for their services.
The shares were  valued at $1.45 per share,  the closing bid price for shares of
our common stock on the date of the  contract.  Therefore,  the total  aggregate
value of the transaction that will be recognized by Company in the first quarter
of 2006 will be $145,000.

At October 21, 2005 and  November  11,  2005,  our board  approved the issuing a
total of 25,000 shares of the Company's  common stock to The Shemano Group,  LLC
for preparing a research report for the Company. The shares were valued at $1.50
per  share,  the  closing  market  bid of our  common  stock  on the date of the
resolution.  Therefore,  the total aggregate  value of the  transaction  will be
recognized by Company in the first quarter of 2006 will be $37,500.

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  Edgewater's  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 August 31, 2005,  our Board of Directors  had
authorized the issuance of 282,000 options to employees.

Stock option activity during the three month period ending November 30, 2005 was
as follows:

                                                            Weighted Average
                                          Number of          Exercise Price
                                            Shares
                                         -----------------------------------
Outstanding, August 31, 2005                   282,000      $
                                                                        1.50
    Granted                                         --                   --
    Exercised                                       --                   --
    Forfeited                                       --                   --
    Expired                                         --                   --
                                         -----------------------------------
Outstanding, November 30, 2005                 282,000      $
                                                                        1.50
                                         ===================================
Exercisable, November 30, 2005                 282,000      $           1.50
                                         ===================================

At November 30, 2005,  62,000 of the  outstanding  options expire in August 2010
with the remaining balance of 220,000 having an expiration date of August 2015.



                                                                              18
<PAGE>

NOTE 11.  GOING CONCERN

As of November  30,  2005,  the  Company's  working  capital has been  primarily
financed with various forms of debt. The Company has suffered  operating  losses
since its  inception  in its  efforts to  establish  and  execute  its  business
strategy.  The Company  anticipates that it will continue to require  additional
working  capital  to fund  its  ongoing  operations  and  execute  its  business
strategy.  If the Company  does not continue to raise such  required  capital it
would raise substantial doubt about the Company's 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
the Company be unable to continue as a going concern.  The Company's  ability to
continue as a going concern is dependent upon its ability to generate sufficient
cash flows to meet its  obligations  on a timely basis and  ultimately to attain
profitability.  The  Company's  management  intends  to obtain  working  capital
through  operations  and to seek  additional  funding  through  debt and  equity
offerings  to help fund the  Company's  operations  as it  expands.  There is no
assurance that the Company will be successful in its 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.




ITEM 2

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF RESULTS OF  OPERATIONS  AND  FINANCIAL
CONDITION

COMPARISON  OF RESULTS FOR THE THREE MONTH ENDED  NOVEMBER 30, 2005 TO THE THREE
MONTHS ENDED NOVEMBER 30, 2004.

Revenues.   Revenues  for  the  three  months  ended  November  30,  2005,  were
approximately  $160,000. We had revenues of approximately $135,000 for the three
months ended November 30, 2004. This is an increase of approximately  $25,000 or
19%. In 2005,  the majority of our revenue  resulted  from the sale of scallops.
The slight  increase in our revenue  from 2004 to 2005 was due to our  continued
emphasis the  development  and production of larger 2005 and 2006 scallop crops.
Management  believes that our emphasis on expansion of future crops will yield a
significant increase in revenues in 2006 and beyond.

Gross profit  (loss).  Gross loss for the three months ended  November 30, 2005,
was approximately  $12,000, an increase of approximately  $47,000 as compared to
gross profit of roughly  $45,000,  for the three months ended November 30, 2004.
The increase in the amount of gross loss was mainly attributable to management's
decision to focus on the expansion and  development  of larger scallop crops and
larger scallop yields for the crop year 2005 and 2006. As a result,  the Company
expended a larger  portion of its resources on the  maintaining,  developing and
tending our 2005 and 2006 scallop crops.


                                                                              19
<PAGE>


General and  administrative.  General and administrative  expenses for the three
months ended  November 30, 2005,  were  approximately  $43,000.  Our general and
administrative  expenses were  approximately  $33,000 for the three months ended
November  30,  2004.  This is an increase of  approximately  $10,000 or 30%. Our
general and administrative expenses for the three months ended November 30, 2005
were  attributable  to  costs  associated  with  establishing,   building,   and
supporting our  infrastructure  and included various consulting costs, legal and
accounting  fees,  overhead,   realized  stock  compensation  and  salaries.  We
anticipate that these costs will rise as we continue to expand our operations.

Stock compensation expense. During the three months ended November 30, 2005, our
Board of Directors  authorized the issuance of shares of our  restricted  common
stock to two consulting  groups who would provide  services to Edgewater.  Based
upon the common stock trading price at the times of issuance, and FASB rules, we
were  required  to  incur  non-cash  expenses  for  the  issuance  of  stock  of
approximately $183,000.

Other  income  (expense),  net.  Interest  expense  for the three  months  ended
November 30, 2005 was approximately $54,000. For the three months ended November
30, 2005, the Company generated other income of approximately  $4,000.  Interest
expense for the three months ended November 30, 2004 was  approximately  $8,500.
As a result,  other  expense for the three  months  ended  November 30, 2005 was
approximately  $50,000 as compared to other expense of approximately  $8,500 for
the three months ended November 30, 2004.  This is an increase of  approximately
$41,500  primarily  attributed  to  expenses  related  to the  expansion  of the
Company's scallop crops.

Net profit (loss).  As a result of the above,  the net loss for the three months
ended November 30, 2005, was approximately $331,000 as compared to a net loss of
approximately $9,000 for the three months ended November 30, 2004.


Liquidity  and Cash  Resources.  At November  30, 2005 we had a cash  balance of
$153.  We expect to achieve  operating  positive  cash flow no earlier  than the
second  quarter of 2006.  However,  there is no  assurance  that we will achieve
positive cash flow. Additionally, to date, our recent expansion has been largely
funded by a short term note with a maximum  limit of  approximately  $1,280,000.
During the three months ended  November 30, 2005, we accessed  approximately  an
additional $240,000 on this short term note;  thereby,  bringing our total drawn
to nearly  1,255,000 as of November 30, 2005. We anticipate that we will require
approximately  $2,500,000  of  additional  working  capital to fund our  planned
expansion  and execute our business  strategy in the upcoming  fiscal year. As a
result,  we will be required to raise  substantial  amounts of cash during 2006.
There can be no  assurance  that we will be  successful  in our  efforts and any
failure  to raise such  monies  would  have a  material  negative  effect on our
business and operations.




                                                                              20
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES


(a) Evaluation of disclosure controls and procedures

         We maintain controls and procedures designed to ensure that information
         required to be  disclosed  in the reports  that we file or submit under
         the Securities Exchange Act of 1934 is recorded, processed,  summarized
         and reported  within the time periods  specified in the rules and forms
         of the Securities and Exchange Commission.  Based upon their evaluation
         of those controls and procedures  performed as of the end of the period
         covered by this  report,  our chief  executive  officer  and  principal
         financial officer concluded that our disclosure controls and procedures
         were effective.

(b) Changes in internal controls


         There was no change in our internal  control over  financial  reporting
         identified in connection with the evaluation required by Rule 13a-15(d)
         and  15d-15(d)  of the  Exchange  Act that  occurred  during the period
         covered by this report that has materially  affected,  or is reasonably
         likely to  materially  affect,  our  internal  control  over  financial
         reporting.

















                                                                              21
<PAGE>





                           PART II - OTHER INFORMATION



ITEM 1.   LEGAL PROCEEDINGS

In 1998 Island Scallops (our wholly owned subsidiary), 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 parties had claimed that Island  Scallops
owed it amounts totaling  $74,704.  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

In October  2005,  we engaged  Aurelius  Consulting  to  provide  marketing  and
investor  relations  services.  The initial  term of the  agreement is one year.
Aurelius is entitled to receive 25,000 shares of our restricted common stock per
quarter during the term of its agreement,  in consideration  for their services.
The shares were  valued at $1.45 per share,  the closing bid price for shares of
our  common  stock  on the date of the  contract.  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.

On October 21, 2005 and  November  11,  2005,  our board  approved the issuing a
total of 25,000 shares of the Company's  common stock to The Shemano Group,  LLC
for preparing a research report for the Company. The shares were valued at $1.50
per  share,  the  closing  market  bid of our  common  stock  on the date of the
resolution.  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.



                                                                              22
<PAGE>

(b) Not Applicable.

(c) 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

Not applicable.

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


             31.1           Certification  of  Chief  Executive  Officer and
                            Acting Chief Financial Officer  required  by Rule
                            13a-14/15d-14(a) under the Exchange Act

             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:  October 6, 2006                    EDGEWATER FOODS INTERNATIONAL, INC.

                                            By:

                                            /s/  Robert Saunders
                                                 ------------------------
                                                 Robert Saunders,
                                                 Chief Executive Officer

                                            By:

                                            /s/  Michael Boswell
                                                 ------------------------
                                                 Michael Boswell,
                                                 Acting Chief Financial Officer



                                                                              23
<PAGE>


                                                                    Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Robert Saunders certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Edgewater  Foods
International, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          b.   Designed  such  internal  control over  financial  reporting,  or
               caused  such   internal   control  to  be   designed   under  our
               supervision,   to  provide  reasonable  assurance  regarding  the
               reliability  of  financial   reporting  and  the  preparation  of
               financial  statements  for external  purposes in accordance  with
               generally accepted accounting principles.


                                                                              24
<PAGE>


          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: October 6, 2006

/s/  Robert Saunders
------------------------
Robert Saunders
Chief Executive Officer














                                                                              25
<PAGE>

<PAGE>


CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER

I, Michael Boswell certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Edgewater  Foods
International, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          b.   Designed  such  internal  control over  financial  reporting,  or
               caused  such   internal   control  to  be   designed   under  our
               supervision,   to  provide  reasonable  assurance  regarding  the
               reliability  of  financial   reporting  and  the  preparation  of
               financial  statements  for external  purposes in accordance  with
               generally accepted accounting principles.

          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting


                                                                              26
<PAGE>

               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: October 6, 2006

/s/  Michael Boswell
------------------------------
Michael Boswell
Acting Chief Financial Officer


                                                                              27
<PAGE>

<PAGE>


                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Edgewater Foods  International,  Inc.
(the "Company") on Form 10-QSB for the period ending November 30, 2005, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report'),
I, Robert Saunders, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1)The  Report fully  complies  with the  requirements  of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

     (2)The information contained in the Report fairly presents, in all material
     respects,  the financial condition and results of operations of the Company
     at the dates and for the periods indicated.


Date: October 6, 2006

/s/  Robert Saunders
-----------------------
Robert Saunders,
Chief Executive Officer


                                                                              28
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Edgewater Foods  International,  Inc.
(the "Company") on Form 10-QSB for the period ending November 30, 2005, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report'),
I, Michael  Boswell,  Acting Chief  Financial  Officer of the Company,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)The  Report fully  complies  with the  requirements  of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

     (2)The information contained in the Report fairly presents, in all material
     respects,  the financial condition and results of operations of the Company
     at the dates and for the periods indicated.


Date: October 6, 2006


/s/  Michael Boswell
------------------------------
Michael Boswell,
Acting Chief Financial Officer








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