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FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
VISION CAPITAL ADVISORS, LLC
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
EDGEWATER FOODS INTERNATIONAL, INC. [EDWT]		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code
(Instr. 8)		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock ($0.0001 par value) 09/23/2008 S  596,551 D$ 0.5 2,018,407 I By Vision Opportunity Master Fund, Ltd. (1)
Common Stock ($0.0001 par value) 09/23/2008 P  596,551 A$ 0.5 596,551 I By Vision Capital Advantage Fund, L.P. (2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date
(Month/Day/Year)		7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock $ 0.75 09/23/2008 S   1,239,052  (3) (3) Common Stock ($0.0001 par value) 1,239,052 $ 0.657 4,192,280 I By Vision Opportunity Master Fund, Ltd. (1)
Series B Convertible Preferred Stock $ 1.15 09/23/2008 S   39  (4) (4) Common Stock ($0.0001 par value) 339,130 $ 5,713.735 133 I By Vision Opportunity Master Fund, Ltd. (1)
Series C Convertible Preferred Stock $ 1.2 09/23/2008 S   170,612  (5) (5) Common Stock ($0.0001 par value) 170,612 $ 0.657 577,258 I By Vision Opportunity Master Fund, Ltd. (1)
Series D Convertible Preferred Stock $ 0.8 09/23/2008 S   58,012  (6) (6) Common Stock ($0.0001 par value) 2,900,600 $ 32.854 196,281 I By Vision Opportunity Master Fund, Ltd. (1)
Series A Convertible Preferred Stock $ 0.75 09/23/2008 P  1,239,052   (3) (3) Common Stock ($0.0001 par value) 1,239,052 $ 0.657 1,239,052 I By Vision Capital Advantage Fund, L.P. (2)
Series B Convertible Preferred Stock $ 1.15 09/23/2008 P  39   (4) (4) Common Stock ($0.0001 par value) 339,130 $ 5,713.735 39 I By Vision Capital Advantage Fund, L.P. (2)
Series C Convertible Preferred Stock $ 1.2 09/23/2008 P  170,612   (5) (5) Common Stock ($0.0001 par value) 170,612 $ 0.657 170,612 I By Vision Capital Advantage Fund, L.P. (2)
Series D Convertible Preferred Stock $ 0.8 09/23/2008 P  58,012   (6) (6) Common Stock ($0.0001 par value) 2,900,600 $ 32.854 58,012 I By Vision Capital Advantage Fund, L.P. (2)
1. Name and Address of Reporting Person*
VISION CAPITAL ADVISORS, LLC
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BENOWITZ ADAM
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
1. Name and Address of Reporting Person*
VISION OPPORTUNITY MASTER FUND, LTD.
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
Explanation of Responses:
1. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
2. The Investment Manager serves as the investment manager to Vision Capital Advantage Fund, L.P. ("VCAF"), the direct owner of the subject securities. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
3. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series A Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.
4. The Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series B Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.
5. The Series C Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series C Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 4.99% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.
6. The Series D Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series D Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.
/s/ Adam Benowitz For himself, as Managing Member of the Investment Manager and as a Director of the Fund.09/25/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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