X0303 4 2009-01-06 0001231339 EDGEWATER FOODS INTERNATIONAL, INC. EDWT 0001411962 VISION CAPITAL ADVISORS, LLC 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001411963 BENOWITZ ADAM 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001349985 VISION OPPORTUNITY MASTER FUND, LTD. 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001446144 Vision Capital Advantage Fund, L.P. 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 0001446143 VCAF GP, LLC 20 W. 55TH STREET, 5TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock ($0.0001 par value) 2009-01-06 5 J 0 259473 A 2277879 I By Vision Opportunity Master Fund, Ltd. Common Stock ($0.0001 par value) 2009-01-06 5 J 0 76689 A 673241 I By Vision Capital Advantage Fund, L.P. 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. VCAF GP, LLC (the "General Partner") serves as general partner of Vision Capital Advantage Fund, L.P. ("VCAF"), the direct owner of the subject securities. The Investment Manager is the investment manager of VCAF designated by the General Partner. 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 Exchange Act or for any other purpose. These shares of Common Stock were received on January 6, 2009 pursuant to the late payment of dividends due on December 31, 2008 on the Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock owned by the Reporting Persons. The Issuer incorrectly issued the entire 336,162 shares in the name of the Fund and the Reporting Persons are endeavoring to obtain corrected stock certificates in the applicable amounts in the name of the Fund and VCAF. Reflects a one share correction to the amounts previously reported on the Form 4 filed on September 25, 2008, which Form 4 should have reported a 596,552 share transfer from the Fund to VCAF (as opposed to a 596,551 share transfer). /s/ Adam Benowitz For himself, as Managing Member of the Investment Manager, as a Director of the Fund and as an authorized signatory of the General Partner (for itself and on behalf of VCAF). 2009-01-22