WATAIRE INTERNATIONAL, INC.



FORM 8-K
(Current report filing)


Filed  01/15/10 for the Period Ending 09/14/09





     Address		3rd Floor, 21900 Burbank Blvd.
			Woodland Hills, CA 91367
     Telephone		877-602-8985
     CIK		0001127007
     Symbol		WTAR
     SIC Code		4941 - Water Supply
     Industry		Conglomerates
     Sector		Conglomerates
     Fiscal Year	03/31


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

Amendment No. 1
to
FORM 8-K

CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

  Date of Report (Date of Earliest Event Reported): September
14, 2009


WATAIRE INTERNATIONAL, INC.
  (Exact name of registrant as specified in its charter)

  000-49955
  (Commission file number)

  Washington
  (State or other jurisdiction of incorporation or organization)

  91-2060082
  (I.R.S. Employer Identification No.)


  3rd Floor, 21900 Burbank Blvd, Woodland Hills, California 91367
  (Address of principal executive office)

  877-602-8985
  (Issuer's telephone number)

  Check the appropriate box below if the Form 8-K
filing is intended to simultaneously Satisfy the
filing obligation of the registrant under any of the
following provisions:

  (   )  Written communications pursuant to Rule 425 under the
         Securities Act
          (17CRF 230.425)
  (   )  Soliciting material pursuant to Rule 14a-12 under the
         Exchange Act
          (17 CRF 240.14a-12)
  (   )  Pre-commencement communications pursuant to Rule 14d-
         2(b) under the
          Exchange Act (17 CRF 240.14d-2(b))
  (   )  Pre-commencement communications pursuant to Rule 13e-
         4(c) under the Exchange Act (17 CRF 240.13e-4(c))


ITEM 1.01. Entry into a Material Definitive Agreement.

On September 14, 2009, the Company issued $325,000
aggregate principal amount of 5% Convertible Subordinated
Debentures, due October 1, 2011 (the "Debentures"). At the
effective date of filing an amendment to the Articles of
Incorporation of the Company providing for an increase in
the number of authorized shares of Common Stock to at least
500,000,000 shares, the unpaid principal amount of the
Debentures, together with unpaid accrued interest thereon,
will be automatically converted into such number of shares
of  Common Stock as is determined by dividing: (x) the sum
of the unpaid principal and accrued interest by  (y) the
conversion price of $0.01 per share. The Debentures are
subordinated to Senior Debt of the Company (as defined in
the Debentures).

FOR THE TERMS OF THE 5% CONVERTIBLE SUBORDINATED DEBENTURES
REFERENCE IS MADE TO THE FORM OF DEBENTURE AND THE FORM OF
SUBSCRIPTION AGREEMENT FILED HEREWITH AS EXHIBITS.

ITEM 3.02. Unregistered Sales of Equity Securities.

The following table sets forth the sales of unregistered
securities since the Company's last report filed under this
item.

								Total
								Offering
								Price/
              Principal  					Underwriting
Date	      Title and Amount (1)	Purchaser   Underwriter Discounts

September 14, $200,000 principal 	Three		NA	$200,000/NA
2009	      amount of convertible 	private
	      subordinated 		investors.
	      debentures, due October
	      1, 2011, convertible
	      into 20,000,000  shares
	      of common stock.

September 14, $125,000 principal 	Director and	NA	$125,000/NA
2009	      amount  convertible 	Officer.
	      subordinated debenture,
	      due October 1, 2011,
	      convertible into
	      12,500,000 shares of
	      common stock, issued to
	      the Company's Chief
	      Executive Officer in
	      exchange for
	      cancellation of debt in
	      the amount of $125,000
	      owed by the Company to
	      such officer.


September 14, Warrants expiring 	Director and 	NA	$0/NA
	      September 14, 2014 to 	Officer.
	      purchase 7,500,000
	      shares of common stock,
	      at an exercise price of
	      $.01 per share.


(1)	The issuances to private investors and to a
director who is an officer, are viewed by the Company
as exempt from registration under the Securities Act
of 1933, as amended ("Securities Act"), alternatively,
as transactions either not involving any public
offering, or as exempt under the provisions of
Regulation D promulgated by the SEC under the
Securities Act.



ITEM 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description


10.16	Form of 5% Convertible Subordinated
Debenture due October 1, 2011.

10.17	Form of Subscription Agreement for
Convertible Subordinated Debentures due
October 1, 2011.



SIGNATURE

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.



Date : January   , 2010

				By : /s/ Robert Rosner
					-----------------
					Robert Rosner
				Chief Executive Officer



EXHIBIT 10.16

September   , 2009
			$_________

WATAIRE INTERNATIONAL, INC.


5%  CONVERTIBLE SUBORDINATED DEBENTURE


      Wataire International, Inc., a Washington corporation
(the "Company") , for value received, promises to pay to
______________________ (the "Purchaser"), or registered
assigns, the principal sum of __________________ Thousand
Dollars ($___________), on October 1, 2011 (the "Maturity
Date"), subject to earlier automatic conversion into Common
Stock, as provided in Section 3 below, and to pay simple
interest on the principal sum hereof at the rate of five
percent (5%) per annum, payable at the Maturity Date, or in
shares of Common Stock at the Conversion Price (as defined
below) upon the earlier automatic conversion of this
Debenture as provided in Section 3.  The principal hereof,
and the interest hereon, shall be payable by mail to the
registered address of the owner hereof.

      The following is a statement of the rights of the
holder of this Debenture and the terms and conditions to
which this Debenture is subject, to which the holder
hereof, by the acceptance of this Debenture, assents:

1.	Definitions.  As used in this Debenture, the following
terms, unless the context otherwise requires, have the
following meanings:

1.1	"Company" includes any corporation which shall succeed
to or assume the obligations of the Company under this
Debenture.

1.2	"Common Stock" when used with reference to shares of
the Company means all shares, now or hereafter authorized,
of the class of the Common Stock of the Company presently
authorized and shares of any other class into which those
shares may hereafter be changed.

1.3	"Debentureholder", "holder of this Debenture",
"holder", or similar terms, when the context refers to a
holder of this Debenture, shall mean any person who shall
at the time be the registered holder of this Debenture.

1.4	"Subsidiary" shall mean a corporation of which at
least 50% of the voting securities having ordinary voting
power to elect a majority of the directors not dependent
upon a default is owned directly or indirectly by the
Company or by one or more of its other subsidiaries or by
the Company in conjunction with one or more of its other
subsidiaries.

2.	Transferability Restrictions.  This Debenture and each
certificate representing the Common Stock issued on the
conversion of this Debenture are subject to the following
restrictions.  The holder of this Debenture may transfer
this Debenture and any shares of Common Stock issued upon
the conversion hereof to any person or entity provided such
transfer will not violate the Securities Act of 1933, as
amended (the "Act"), and such transfer is permissible under
the terms of this Agreement.  Any transfer permitted by the
preceding sentence shall not be effected until the
transferor has first given written notice to the Company
describing briefly the manner of any such proposed transfer
and until: (a) the Company has received from the
transferor's counsel an opinion, satisfactory to counsel
for the Company, that such transfer can be made without
compliance with the registration provisions of the Act or
applicable state securities laws; or (b) the Company and
the transferor shall have complied with Rule 144
promulgated under the Act; or (c) a registration statement
with respect to the securities being transferred is filed
by the Company and declared effective by the Securities and
Exchange Commission or steps necessary to perfect an
exemption from registration are completed.

3.	Automatic Conversion at Maturity. At the effective
date of filing an amendment to the Articles of
Incorporation of the Company providing for an increase in
the number of authorized shares of Common Stock to at least
500,000,000 shares, the unpaid principal amount of this
Debenture, together with unpaid accrued interest hereon
(together the "Debt"), will be automatically converted into
such number of shares of  Common Stock as is determined by
dividing: (x) the Debt by  (y) the Conversion Price. The
term "Conversion Price" shall mean the sum of $0.01 per
share.


4.	Issuance of Shares of Common Stock on Conversion.  As
soon as practicable after conversion of this Debenture, the
Company at its expense will cause to be issued in the name
of and delivered to the holder of this Debenture a
certificate or certificates for the number of shares of
Common Stock to which that holder shall be entitled on such
conversion, together with any other securities and property
to which the holder is entitled on such conversion under
the terms of this Debenture.  The rights of the holder of
this Debenture as a Debentureholder with respect to the
principal amount of the Debenture so converted shall cease
at such time and the person or persons entitled to receive
the shares of Common Stock upon conversion of this
Debenture shall be treated for all purposes as having
become the record holder or holders of such shares of
Common Stock at such time and such conversion shall be at
the Conversion Price in effect at such time.


5.	Adjustments to Conversion Price.

5.1 	Stock Dividends, Subdivisions and Distributions.

      If at any time prior to conversion hereof the Company
shall declare any dividend, or make any other distribution,
on or in respect of any stock of the Company of any class,
which dividend is payable or paid in Common Stock or other
securities of the Company, or if the Company shall at any
time prior to the conversion hereof subdivide its
outstanding shares of Common Stock, the Conversion Price
shall, concurrently with the effectiveness of such
declaration, distribution or subdivision, be
proportionately decreased.

5.2	Adjustments for Combinations or Consolidation of
Common Stock.  In the event that prior to the conversion
hereof the outstanding shares of Common Stock shall be
combined or consolidated, by reclassification or otherwise,
into a lesser number of shares of Common Stock, the
applicable Conversion Price shall, concurrently with the
effectiveness of such combination or consolidation, be
proportionately increased.

5.3	No Impairment.  The Company will not, by amendment of
its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of
this Section 5 and in the taking of all such action as may
be necessary or appropriate in order to protect against
dilution or impairment of the rights set forth in Section 5
of the holder of this Debenture.

5.4	Certificate as to Adjustments.  Upon the occurrence of
each adjustment of the Conversion Price pursuant to this
Section 5, the Company at its expense shall promptly
compute such adjustment in accordance with the terms hereof
and furnish to the holder of this Debenture a certificate
setting forth such adjustment and showing in detail the
facts upon which such adjustment is based.  The Company
shall, upon the written request at any time of the holder
of this Debenture, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such
adjustments and (ii) the Conversion Price formula at the
time in effect.

5.5	Reclassification, Exchange and Substitution.  In case
of any reclassification or change of outstanding shares of
Common Stock issuable upon conversion of this Debenture
(other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any
sale or conveyance to another corporation of the property
of the Company as an entirety or substantially as an
entirety, the Company, or such successor or purchasing
corporation, as the case may be, shall execute with the
holder of this Debenture a supplemental agreement providing
that the holder hereof shall have the right thereafter to
convert this Debenture into the kind and amount of shares
of stock and other securities and property receivable upon
such reclassification, change, sale or conveyance by a
holder of the number of shares of Common Stock into which
such Debenture might have been converted immediately prior
to such reclassification, change, sale or conveyance.  Such
supplemental agreement shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 5.

5.6	No Change Necessary.  The form of this Debenture need
not be changed because of any adjustment in the Conversion
Price formula in Section 3.

6.	Subordination.  The indebtedness evidenced by this
Debenture is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all the Company's
Senior Indebtedness (as defined in paragraph 6.3).

6.1	Rights of Debentureholders.  Upon any receivership,
insolvency, assignment for the benefit of creditors,
bankruptcy, reorganization, sale of all or substantially
all of the assets dissolution, liquidation, or any other
marshalling of the assets and liabilities of the Company or
in the event this Debenture shall be declared due and
payable upon the occurrence of any event of default (as
specified in Section 9), (i) no amount shall be paid by the
Company in respect of the principal of or interest on this
Debenture at the time outstanding, unless and until the
principal of and interest on the Senior Indebtedness then
outstanding shall be paid in full, except for any
securities or other property receivable by the holder of
this Debenture pursuant to any decree, order or judgment in
any such proceeding, and (ii) no claim or proof of claim
shall be filed with the Company by or on behalf of the
holder of this Debenture which shall assert any right to
receive any payment in respect of the principal of and
interest on this Debenture except subject to the payment in
full of the principal of and interest on all of the Senior
Indebtedness then outstanding.

6.2	Default in Senior Indebtedness.  In the event of an
event of default in the payment of any principal, premium,
sinking fund or interest with respect to any Senior
Indebtedness, as defined herein, or in the instrument under
which it is outstanding, permitting the holder to
accelerate the maturity thereof, then, unless and until
such event of default shall have been cured or waived or
shall have ceased to exist, or that Senior Indebtedness
shall have been paid in full, no payment shall be made in
respect of the principal of or interest on this Debenture,
although interest otherwise payable shall continue to
accrue hereon.

6 . 3 	"Senior Indebtedness" shall mean the principal of
(and premium, if any) and unpaid interest on, (i)
indebtedness of the Company, or with respect to which the
Company is a guarantor, whether outstanding on the date
hereof or hereafter created, to banks or other domestic or
international lending institutions or investors, which is
for money borrowed by the Company or a subsidiary of the
Company, whether or not secured, and which is not
subordinated to other debt of the Company, and (ii) any
deferrals, renewals or extensions of any such indebtedness
or any debentures, notes or other evidences of indebtedness
issued in exchange for such Senior Indebtedness.

6.4	Subrogation.  Subject to the payment in full of all
Senior Indebtedness at the time outstanding, the holder of
this Debenture shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the
Senior Indebtedness until the principal of, premium, if
any, and interest on this Debenture shall be paid in full.
No such payments or distributions applicable to Senior
Indebtedness shall, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the
holder of this Debenture be deemed a payment by the Company
to or on account of this Debenture.

6.5	Obligations of the Company.  The provisions of this
Section 6 are for the purpose of defining the rights of the
holder of this Debenture on the one hand and the holders of
Senior Indebtedness, on the other hand, and nothing
contained in this Section 6, or elsewhere in this
Debenture, is intended to or shall (a) impair, as between
the Company, its creditors other than the holders of Senior
Indebtedness, and the holder of this Debenture, the
obligation of the Company, which is unconditional and
absolute, to pay to the holder of this Debenture the
principal of, premium, if any, and interest on this
Debenture, as and when the same shall become due and
payable in accordance with the terms of this Debenture or
(b) affect the rights of the holders of this Debenture
relative to creditors of the Company other than the holders
of Senior Indebtedness.

7.	Prepayment.  The Company may, at its own option,
prepay this Debenture in whole, or in part, without
premium, at any time, by payment to the holder of this
Debenture of an amount equal to the principal amount of
this Debenture, or portion thereof to be prepaid, plus
accrued interest on the outstanding principal amount to be
prepaid to the date of payment.

7.1	Notice.  Notice of prepayment shall be given by mail
not less than 15 days prior to the date fixed for the
redemption to the registered holder of this Debenture at
the address appearing on the registry books of the Company.

7.2	Partial Prepayment.  In case of the prepayment of only
part of this Debenture, the notice shall specify the
portion of the face amount being prepaid.  Upon payment of
the portion prepaid, this Debenture shall be cancelled and
a new Debenture issued for the unpaid balance.

7.3	Interest.  If this Debenture or part thereof shall be
called for prepayment and notice of prepayment shall be
given as aforesaid, interest shall cease to accrue from and
after the prepayment date on this Debenture or the part
thereof so called for prepayment (unless default shall be
made in the payment of the prepayment price) .

8.	Exchange and Transfer.  On surrender of this Debenture
for exchange, properly endorsed on a form of assignment
which will be provided by the Company, and subject to the
provisions of this Debenture regarding compliance with the
Act, the Company at its expense will issue to or on the
order of the holder of this Debenture a new Debenture or
Debentures of like tenor, in the name of that holder or as
that holder (on payment by that holder of any applicable
transfer taxes) may direct.

9.	Events of Default.  If any of the following events
shall occur herein (individually referred to as an "Event
of Default"), the holder of this Debenture may declare the
entire unpaid principal and accrued interest on the
Debenture immediately due and payable, by a notice in
writing to the Company:

9.1	Default in the payment of any installment of interest
on this Debenture when it becomes payable and continuation
of such default for a period of 10 days; or

9.2	Default in the payment of the principal of the
Debenture when the same shall have become due and payable,
whether at maturity or at a date fixed for prepayment by
declaration or otherwise; or

9.3	Default in the issuance of shares of Common Stock upon
automatic conversion of this Debenture as provided in
Section 3; or

9.4	If the Company shall default in the performance of or
compliance with any material non-monetary term contained
herein and, following such written notice by the holder of
this Debenture, the Company shall have not commenced and
continued to take reasonable curative action to remedy such
default; or

9.5	If any representation or warranty made in writing by
or on behalf of the Company herein shall prove to have been
false or incorrect in any material respect on the date as
of which made; or

9.6	If, within 60 days after the commencement of an action
against the Company or any Subsidiary seeking any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such action
shall not have been dismissed or all orders or proceedings
thereunder affecting the operations or the business of the
Company stayed, or if the stay of any such order or
proceedings shall thereafter be set aside, or if, within 60
days after the appointment without the consent or
acquiescence of the Company or such Subsidiary of any
trustee, receiver or liquidator of the Company or any
Subsidiary or of all or any substantial part of the
properties of the Company or any Subsidiary, such
appointment shall not have been vacated; or

9.7	The entry of an order, judgment or decree by a court
of competent jurisdiction, without the consent of the
Company, adjudging the Company a bankrupt or insolvent, or
appointing a receiver of the Company or of the whole or any
substantial part of its properties, or approving a petition
filed against the Company seeking reorganization,
arrangement or winding-up of the Company under the federal
bankruptcy laws or any other applicable law or statute of
the United States of America or any state thereof or any
other country or jurisdiction; or

9.8	The institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it
to institution of bankruptcy or insolvency proceedings
against it or the filing by it of a petition or answer or
consent seeking reorganization or release under the Federal
Bankruptcy Act, or any other applicable federal or state
law, or similar law of any other country, or the consent by
it to the filing of any such petition or the appointment of
a receiver, liquidator, assignee, trustee, or other similar
official, of the Company, or of any substantial part of its
property or the properties of its Subsidiaries, or the
making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay
its debts generally as they become due or the taking of
corporate action by the Company in furtherance of any such
action.

10.	Registration. The Company shall keep at its principal
office a register in which the Company shall provide for
the registration of this Debenture and of Debentures issued
in exchange herefor and upon the transfer hereof.  Every
Debenture presented or surrendered for registration of
transfer shall be duly endorsed, or shall be accompanied by
a written instrument of transfer duly executed by the
holder of such Debenture or his attorney duly authorized in
writing.  Every Debenture so made and delivered in exchange
for this Debenture shall in all other respects be in the
same form and have the same terms as this Debenture.  No
transfer or exchange of any Debenture shall be valid unless
made in such manner at such office.  Upon receipt of
evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Debenture and, in the
case of any such loss, theft or destruction, upon receipt
of indemnity reasonably satisfactory to the Company, or, in
the case of any such mutilation, upon surrender and
cancellation of this Debenture, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or
mutilated Debenture, a new Debenture of like tenor and
unpaid principal amount and dated as of the date from which
unpaid interest has then accrued on the Debenture so lost,
stolen, destroyed or mutilated.  The Company may deem and
treat the person in whose name this Debenture shall be
registered as the absolute owner of such Debenture for the
purpose of receiving payment of principal and interest and
for all other purposes and the Company shall not be
affected by any notice to the contrary.

11.	Negotiability.  Subject to the provisions of this
Debenture with respect to restrictions on transferability,
title to this Debenture may be transferred by endorsement
and delivery in the same manner as a negotiable instrument
transferable by endorsement and delivery.

12.	Modification.  This Debenture and any of its terms may
be changed, waived, or terminated only by a written
instrument signed by the party against which enforcement of
that change, waiver, or termination is sought.

13.	Governing Law.  This Debenture shall be governed by
and construed and enforced in accordance with the laws of
the State of Washington.





IN WITNESS WHEREOF, the Company has caused this Debenture
to be signed in its name by its duly authorized officer as
of the date first written above.

WATAIRE INTERNATIONAL, INC.



By: _____________________


EXHIBIT 10.17




SUBSCRIPTION AGREEMENT



Wataire International, Inc.
3rd Floor, 21900 Burbank Blvd.
Woodland Hills, California  91367

Gentlemen:


      Wataire International, Inc., a Washington corporation
(the "Company"), is  offering for sale (the "Offering")
its 5% convertible subordinated debentures in the form
attached hereto as Exhibit A (the "Debenture" or
"Debentures"), due 2011, and that are automatically
convertible into Common Stock, par value $.0001 per share
(the "Common Stock") of the Company, at the  conversion
price specified in the Debenture, upon the earlier increase
in the Company's authorized Common Stock.  The shares of
Common Stock into which the Debentures are convertible are
herein referred to as the "Shares".

      The purchase price is 100% of the US Dollar principal
amount of the Debenture subscribed for (the "Purchase
Price").

      The undersigned Purchaser hereby tenders this
Subscription Agreement and applies for the purchase of a
Debenture in the principal amount set forth on the
signature page (the "Signature Page") hereof.


            Section 1.     Amount and Method of Payment.
Payment of the Purchase Price required to purchase the
principal amount of Debentures subscribed for hereunder
shall be made as directed by the Company.  If a
subscription is rejected in whole or in part or if the
Offering is terminated for any reason, the Purchaser's
subscription shall be void and all funds received from the
Purchaser shall be returned as soon as practicable to the
Purchaser without any interest thereon, and without charge
or deduction.
            Section 2.    Representations and Warranties of
the Company.  The Company represents and warrants to the
subscriber that:
            2.1	The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Washington, and has the power and authority to
carry on its business as conducted or proposed to be
conducted by it and to hold title to its property.  The
Company has the corporate power and authority to execute
and deliver this Subscription Agreement, to conduct such
business and to perform its obligations hereunder.
            2.2	When (i) the Company has received payment
for the Debenture subscribed for hereby and the Debenture
has been issued to the subscriber therefor, the Debenture
will be duly and validly authorized by all necessary action
on the part of the Company and enforceable in accordance
with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency reorganization,
moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and
general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at
law), and the Shares into which the Debenture is
convertible, upon issuance thereof upon the conversion of
the Debentures, will be duly and validly issued, fully paid
and non-assessable shares of Common Stock.
            2.3	This Subscription Agreement has been duly
and validly authorized, executed and delivered by the
Company and constitutes the valid and binding agreement of
the Company, enforceable in accordance with its terms,
except that such enforcement may be subject to the effect
of any applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and
general principals of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at
law).
            2.4	The Company's execution and delivery of this
Subscription Agreement, the fulfillment of the terms set
forth herein and the consummation of the transactions
contemplated herein will not conflict with or constitute a
breach of, or default under (i) the Company's articles of
incorporation or by-laws, (ii) any material agreement,
indenture or instrument by which the Company is bound
(except to the extent such conflict, breach or default
would not have a material adverse effect on the value of
the assets or the operation of the business of the
Company), or (iii) any law, administrative regulation or
court decree (except to the extent such conflict, breach or
default would not have a material adverse effect on the
value of the assets or the operation of the business of the
Company).
            Section 3.    Representations and Warranties of
Purchaser.  In order to induce the Company to accept this
subscription, the Purchaser hereby represents and warrants
to, and covenants with, the Company as follows:
            3.1	The undersigned understands that neither the
Debentures, nor the Shares issuable upon conversion of the
Debentures (collectively referred to herein as the
"Securities"), have been registered under the United States
Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any state in the United States,
by reason of their contemplated issuance in transactions
exempt from the prospectus and delivery requirements of the
Securities Act pursuant to Section 4(2) of the Securities
Act, and that the reliance on such exemption from
registration is predicated in part on these representations
and warranties of the Purchaser.  The Purchaser
acknowledges that a restrictive legend consistent with the
foregoing has been or will be placed on the Debentures, and
on the certificates evidencing the Shares.  The Purchaser
understands that neither the Securities and Exchange
Commission of the United States ("SEC") nor any state
securities commission has approved the Securities, or
passed upon or endorsed the merits of the investment or
reviewed or confirmed the accuracy or determined the
adequacy of any information furnished to the Purchaser in
connection with the Offering.
            3.2	The Purchaser is acquiring the Securities
solely for the account of the Purchaser, for investment
purposes only, and not with a view towards the resale or
distribution thereof.  The Purchaser further agrees not to
transfer the Securities in violation of the Securities Act,
or any applicable state securities law, and no one other
than the Purchaser has any beneficial interest in the
Securities;
            3.3	The Purchaser agrees that it will not sell
or otherwise dispose of any of the Securities to a U.S.
person (as defined in Regulation S under the Securities
Act) unless such sale or other disposition (i) has been
registered under the Securities Act or, in the opinion of
counsel, is exempt from registration under the Securities
Act and (ii) has been registered or qualified or, in the
opinion of such counsel, is exempt from registration or
qualification under the applicable state securities laws.
The Purchaser may not sell, transfer, or otherwise dispose
of the Securities, except in compliance with the applicable
rules of the SEC and applicable state securities
authorities;
            3.4	The Purchaser is not a "U.S. person" as
defined in Regulation S under the Securities Act and has
such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks
of the Purchaser's investment in the Company.  The
Purchaser has the financial ability to bear the economic
risks of its entire investment for an indefinite period,
would be able to sustain a complete loss of its investment,
and the Purchaser has no need for liquidity with respect to
its investment in the Company;
            3.5	Each of the Purchaser, and if applicable,
the Purchaser's representative, has  carefully reviewed the
following documents constituting the periodic reports filed
by the Company with the SEC:

A.	ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
MARCH 31, 2009, FILED JULY 24, 2009; AND
B.	QUARTERLY REPORT ON FORM 10-Q FILED ON AUGUST 6, 2009.

The Purchaser acknowledges and agrees that the foregoing
shall be supplemented by subsequent periodic reports filed
by the Company with the SEC pursuant to the Securities
Exchange Act of 1934, as amended.  The foregoing enumerated
periodic reports and the subsequent periodic reports filed
by the Company are hereinafter collectively referred to as
the "Company Reports".

            3.6	The Purchaser, and if applicable, the
Purchaser's representative, has had a reasonable
opportunity to ask questions of and receive answers from
the Company concerning the Company and the Offering and to
verify the accuracy of any representation or information
set forth in the Company Reports, and all such questions,
if any, have been answered to the full satisfaction of the
Purchaser;
            3.7	The Purchaser has full power and authority
to execute and deliver this Subscription Agreement and to
perform the Purchaser's obligations hereunder, and this
Subscription Agreement is a legally binding obligation of
the Purchaser enforceable against Purchaser in accordance
with its terms.
            Section 4.    All the information which the
undersigned has furnished to the Company, or which is set
forth herein, is correct and complete as of the date of
this Subscription Agreement, and if there should be any
material change in such information, the Purchaser will
immediately furnish such revised or corrected information
to the Company.
            Section 5.    Binding Effect.  The Purchaser
understands that this subscription is not binding upon the
Company until the Company accepts it, which acceptance is
at the sole discretion of the Company and is to be
evidenced by the Company's execution of the Signature Page
where indicated.  This Subscription Agreement shall be null
and void if the Company does not accept it as aforesaid.
Upon acceptance by the Company and receipt of the full
Purchase Price, the Company will issue to the Purchaser a
Debenture in the principal amount set forth on the
Signature Page hereof.
            Section 6.    Restrictive Legend and Stop-
Transfer Instructions.
            6.1	The Purchaser shall comply with all of the
following restrictions prior to reselling any of the
Securities:
            (a)	Until the Securities have been registered
with the SEC, the Purchaser shall notify the Company about
any proposed resale to a U.S. Person (as defined above)
which notice must be received by the Company at least five
(5) business days prior to such resale;
            (b)	All offers or sales of the Securities by the
Purchaser in the United States or to U.S. persons may only
be made pursuant to an effective registration statement
filed under this Securities Act or by an exemption from
registration under this Securities Act and in compliance
with all applicable state securities laws; and
            (c)	Any certificate or certificates representing
the Securities shall bear an appropriate legend evidencing
the preceding restrictions.

            Section 7.    Confidentiality.  The Purchaser
acknowledges and agrees that all information relating to
the  Company and the Offering shall be kept confidential by
the Purchaser, except as otherwise required by law or made
public other than by or through the undersigned.
            Section 8.    Nontransferability.  Neither this
Subscription Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the
Purchaser and any attempted assignment shall be null and
void.
            Section 9.    Amendment; Entire Agreement;
Governing Law.  This Subscription Agreement (i) may only be
modified by a written instrument executed by the Purchaser
and the Company, (ii) together with the Debenture purchased
hereby, sets forth the entire agreement of the Purchaser
and the Company with respect to the subject matter hereof
and supersedes all prior agreements and understandings
between or among the parties with respect to the subject
matter hereof, (iii) shall be governed by the laws of the
State of Washington applicable to contracts made and to be
wholly performed therein, and (iv) shall inure to the
benefit of, and be binding upon, the Company and the
Purchaser and their respective legal representatives,
successors and permitted assigns.
            Section 10.    Notices.  All notices, request,
demands, claims and other communications hereunder shall be
in writing and shall be delivered by certified or
registered mail (first class postage pre-paid), guaranteed
overnight delivery, or facsimile transmission if such
transmission is confirmed, to the following address and
facsimile numbers (or to such other addresses or facsimile
numbers which such party shall subsequently designate in
writing to the other party):  (a) if to the Company:  to
its address first set forth above, or by facsimile to
______; and (b) if to the Purchaser:  to the address set
forth in the Signature Page to the Subscription Agreement.
            Section 11.    Pronouns; Counterparts.  Unless
the context otherwise requires, all personal pronouns used
in this Subscription Agreement, whether in the masculine,
feminine or neuter gender, shall include all other genders.
This Subscription Agreement may be executed in counterparts
and by facsimile and each of such counterparts shall
constitute an original, and all of which together shall
constitute one and the same document.



IN WITNESS WHEREOF, the undersigned have hereunto
set their hands and seals as of the date and year first
written above.

Principal Amount of Debentures subscribed:
_________________________________________


Deliver my Debenture to:

                           Name:
                           _____________________________



                           Address:
                           _____________________________


                           _____________________________



	                   _____________________________

                           Purchaser (please print)


                           By:
                           Signature; Title:

                           Address:

                           _____________________________


                           _____________________________


                           _____________________________


                           Facsimile No:________________

			   E-mail:
	                          _____________________





	ACCEPTED:

	WATAIRE INTERNATIONAL, INC.



        By:
		Robert Rosner, Chief
		Executive Officer

		Date:
		     _______________________________

	EXHIBIT A
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{"company-data": {"conformed-name": "WATAIRE INTERNATIONAL, INC.", "cik": "0001127007", "assigned-sic": "4941", "irs-number": "912060082", "state-of-incorporation": "WA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-49955", "film-number": "10529648"}, "business-address": {"street1": "3RD FLOOR, 21900 BURBANK BLVD", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "877-602-8985"}, "mail-address": {"street1": "3RD FLOOR, 21900 BURBANK BLVD", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367"}, "former-company": [{"former-conformed-name": "CIMBIX CORP", "date-changed": "20030827"}, {"former-conformed-name": "CORPORATE DEVELOPMENT & INOVATION INC", "date-changed": "20001025"}]}
WATAIRE INTERNATIONAL, INC.

FORM 8-K
(Current report filing)

Filed  01/15/10 for the Period Ending 09/14/09

     Address		3rd Floor, 21900 Burbank Blvd.
			Woodland Hills, CA 91367
     Telephone		877-602-8985
     CIK		0001127007
     Symbol		WTAR
     SIC Code		4941 - Water Supply
     Industry		Conglomerates
     Sector		Conglomerates
     Fiscal Year	03/31

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

Amendment No. 1
to
FORM 8-K

CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

  Date of Report (Date of Earliest Event Reported): September
14, 2009

WATAIRE INTERNATIONAL, INC.
  (Exact name of registrant as specified in its charter)

  000-49955
  (Commission file number)

  Washington
  (State or other jurisdiction of incorporation or organization)

  91-2060082
  (I.R.S. Employer Identification No.)

  3rd Floor, 21900 Burbank Blvd, Woodland Hills, California 91367
  (Address of principal executive office)

  877-602-8985
  (Issuer's telephone number)

  Check the appropriate box below if the Form 8-K
filing is intended to simultaneously Satisfy the
filing obligation of the registrant under any of the
following provisions:

  (   )  Written communications pursuant to Rule 425 under the
         Securities Act
          (17CRF 230.425)
  (   )  Soliciting material pursuant to Rule 14a-12 under the
         Exchange Act
          (17 CRF 240.14a-12)
  (   )  Pre-commencement communications pursuant to Rule 14d-
         2(b) under the
          Exchange Act (17 CRF 240.14d-2(b))
  (   )  Pre-commencement communications pursuant to Rule 13e-
         4(c) under the Exchange Act (17 CRF 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

On September 14, 2009, the Company issued $325,000
aggregate principal amount of 5% Convertible Subordinated
Debentures, due October 1, 2011 (the "Debentures"). At the
effective date of filing an amendment to the Articles of
Incorporation of the Company providing for an increase in
the number of authorized shares of Common Stock to at least
500,000,000 shares, the unpaid principal amount of the
Debentures, together with unpaid accrued interest thereon,
will be automatically converted into such number of shares
of  Common Stock as is determined by dividing: (x) the sum
of the unpaid principal and accrued interest by  (y) the
conversion price of $0.01 per share. The Debentures are
subordinated to Senior Debt of the Company (as defined in
the Debentures).

FOR THE TERMS OF THE 5% CONVERTIBLE SUBORDINATED DEBENTURES
REFERENCE IS MADE TO THE FORM OF DEBENTURE AND THE FORM OF
SUBSCRIPTION AGREEMENT FILED HEREWITH AS EXHIBITS.

ITEM 3.02. Unregistered Sales of Equity Securities.

The following table sets forth the sales of unregistered
securities since the Company's last report filed under this
item.

								Total
								Offering
								Price/
              Principal  					Underwriting
Date	      Title and Amount (1)	Purchaser   Underwriter Discounts

September 14, $200,000 principal 	Three		NA	$200,000/NA
2009	      amount of convertible 	private
	      subordinated 		investors.
	      debentures, due October
	      1, 2011, convertible
	      into 20,000,000  shares
	      of common stock.

September 14, $125,000 principal 	Director and	NA	$125,000/NA
2009	      amount  convertible 	Officer.
	      subordinated debenture,
	      due October 1, 2011,
	      convertible into
	      12,500,000 shares of
	      common stock, issued to
	      the Company's Chief
	      Executive Officer in
	      exchange for
	      cancellation of debt in
	      the amount of $125,000
	      owed by the Company to
	      such officer.

September 14, Warrants expiring 	Director and 	NA	$0/NA
	      September 14, 2014 to 	Officer.
	      purchase 7,500,000
	      shares of common stock,
	      at an exercise price of
	      $.01 per share.

(1)	The issuances to private investors and to a
director who is an officer, are viewed by the Company
as exempt from registration under the Securities Act
of 1933, as amended ("Securities Act"), alternatively,
as transactions either not involving any public
offering, or as exempt under the provisions of
Regulation D promulgated by the SEC under the
Securities Act.

ITEM 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description

10.16	Form of 5% Convertible Subordinated
Debenture due October 1, 2011.

10.17	Form of Subscription Agreement for
Convertible Subordinated Debentures due
October 1, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.

Date : January   , 2010

				By : /s/ Robert Rosner
					-----------------
					Robert Rosner
				Chief Executive Officer

EXHIBIT 10.16

September   , 2009
			$_________

WATAIRE INTERNATIONAL, INC.

5%  CONVERTIBLE SUBORDINATED DEBENTURE

      Wataire International, Inc., a Washington corporation
(the "Company") , for value received, promises to pay to
______________________ (the "Purchaser"), or registered
assigns, the principal sum of __________________ Thousand
Dollars ($___________), on October 1, 2011 (the "Maturity
Date"), subject to earlier automatic conversion into Common
Stock, as provided in Section 3 below, and to pay simple
interest on the principal sum hereof at the rate of five
percent (5%) per annum, payable at the Maturity Date, or in
shares of Common Stock at the Conversion Price (as defined
below) upon the earlier automatic conversion of this
Debenture as provided in Section 3.  The principal hereof,
and the interest hereon, shall be payable by mail to the
registered address of the owner hereof.

      The following is a statement of the rights of the
holder of this Debenture and the terms and conditions to
which this Debenture is subject, to which the holder
hereof, by the acceptance of this Debenture, assents:

1.	Definitions.  As used in this Debenture, the following
terms, unless the context otherwise requires, have the
following meanings:

1.1	"Company" includes any corporation which shall succeed
to or assume the obligations of the Company under this
Debenture.

1.2	"Common Stock" when used with reference to shares of
the Company means all shares, now or hereafter authorized,
of the class of the Common Stock of the Company presently
authorized and shares of any other class into which those
shares may hereafter be changed.

1.3	"Debentureholder", "holder of this Debenture",
"holder", or similar terms, when the context refers to a
holder of this Debenture, shall mean any person who shall
at the time be the registered holder of this Debenture.

1.4	"Subsidiary" shall mean a corporation of which at
least 50% of the voting securities having ordinary voting
power to elect a majority of the directors not dependent
upon a default is owned directly or indirectly by the
Company or by one or more of its other subsidiaries or by
the Company in conjunction with one or more of its other
subsidiaries.

2.	Transferability Restrictions.  This Debenture and each
certificate representing the Common Stock issued on the
conversion of this Debenture are subject to the following
restrictions.  The holder of this Debenture may transfer
this Debenture and any shares of Common Stock issued upon
the conversion hereof to any person or entity provided such
transfer will not violate the Securities Act of 1933, as
amended (the "Act"), and such transfer is permissible under
the terms of this Agreement.  Any transfer permitted by the
preceding sentence shall not be effected until the
transferor has first given written notice to the Company
describing briefly the manner of any such proposed transfer
and until: (a) the Company has received from the
transferor's counsel an opinion, satisfactory to counsel
for the Company, that such transfer can be made without
compliance with the registration provisions of the Act or
applicable state securities laws; or (b) the Company and
the transferor shall have complied with Rule 144
promulgated under the Act; or (c) a registration statement
with respect to the securities being transferred is filed
by the Company and declared effective by the Securities and
Exchange Commission or steps necessary to perfect an
exemption from registration are completed.

3.	Automatic Conversion at Maturity. At the effective
date of filing an amendment to the Articles of
Incorporation of the Company providing for an increase in
the number of authorized shares of Common Stock to at least
500,000,000 shares, the unpaid principal amount of this
Debenture, together with unpaid accrued interest hereon
(together the "Debt"), will be automatically converted into
such number of shares of  Common Stock as is determined by
dividing: (x) the Debt by  (y) the Conversion Price. The
term "Conversion Price" shall mean the sum of $0.01 per
share.

4.	Issuance of Shares of Common Stock on Conversion.  As
soon as practicable after conversion of this Debenture, the
Company at its expense will cause to be issued in the name
of and delivered to the holder of this Debenture a
certificate or certificates for the number of shares of
Common Stock to which that holder shall be entitled on such
conversion, together with any other securities and property
to which the holder is entitled on such conversion under
the terms of this Debenture.  The rights of the holder of
this Debenture as a Debentureholder with respect to the
principal amount of the Debenture so converted shall cease
at such time and the person or persons entitled to receive
the shares of Common Stock upon conversion of this
Debenture shall be treated for all purposes as having
become the record holder or holders of such shares of
Common Stock at such time and such conversion shall be at
the Conversion Price in effect at such time.

5.	Adjustments to Conversion Price.

5.1 	Stock Dividends, Subdivisions and Distributions.

      If at any time prior to conversion hereof the Company
shall declare any dividend, or make any other distribution,
on or in respect of any stock of the Company of any class,
which dividend is payable or paid in Common Stock or other
securities of the Company, or if the Company shall at any
time prior to the conversion hereof subdivide its
outstanding shares of Common Stock, the Conversion Price
shall, concurrently with the effectiveness of such
declaration, distribution or subdivision, be
proportionately decreased.

5.2	Adjustments for Combinations or Consolidation of
Common Stock.  In the event that prior to the conversion
hereof the outstanding shares of Common Stock shall be
combined or consolidated, by reclassification or otherwise,
into a lesser number of shares of Common Stock, the
applicable Conversion Price shall, concurrently with the
effectiveness of such combination or consolidation, be
proportionately increased.

5.3	No Impairment.  The Company will not, by amendment of
its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of
this Section 5 and in the taking of all such action as may
be necessary or appropriate in order to protect against
dilution or impairment of the rights set forth in Section 5
of the holder of this Debenture.

5.4	Certificate as to Adjustments.  Upon the occurrence of
each adjustment of the Conversion Price pursuant to this
Section 5, the Company at its expense shall promptly
compute such adjustment in accordance with the terms hereof
and furnish to the holder of this Debenture a certificate
setting forth such adjustment and showing in detail the
facts upon which such adjustment is based.  The Company
shall, upon the written request at any time of the holder
of this Debenture, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such
adjustments and (ii) the Conversion Price formula at the
time in effect.

5.5	Reclassification, Exchange and Substitution.  In case
of any reclassification or change of outstanding shares of
Common Stock issuable upon conversion of this Debenture
(other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any
sale or conveyance to another corporation of the property
of the Company as an entirety or substantially as an
entirety, the Company, or such successor or purchasing
corporation, as the case may be, shall execute with the
holder of this Debenture a supplemental agreement providing
that the holder hereof shall have the right thereafter to
convert this Debenture into the kind and amount of shares
of stock and other securities and property receivable upon
such reclassification, change, sale or conveyance by a
holder of the number of shares of Common Stock into which
such Debenture might have been converted immediately prior
to such reclassification, change, sale or conveyance.  Such
supplemental agreement shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 5.

5.6	No Change Necessary.  The form of this Debenture need
not be changed because of any adjustment in the Conversion
Price formula in Section 3.

6.	Subordination.  The indebtedness evidenced by this
Debenture is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all the Company's
Senior Indebtedness (as defined in paragraph 6.3).

6.1	Rights of Debentureholders.  Upon any receivership,
insolvency, assignment for the benefit of creditors,
bankruptcy, reorganization, sale of all or substantially
all of the assets dissolution, liquidation, or any other
marshalling of the assets and liabilities of the Company or
in the event this Debenture shall be declared due and
payable upon the occurrence of any event of default (as
specified in Section 9), (i) no amount shall be paid by the
Company in respect of the principal of or interest on this
Debenture at the time outstanding, unless and until the
principal of and interest on the Senior Indebtedness then
outstanding shall be paid in full, except for any
securities or other property receivable by the holder of
this Debenture pursuant to any decree, order or judgment in
any such proceeding, and (ii) no claim or proof of claim
shall be filed with the Company by or on behalf of the
holder of this Debenture which shall assert any right to
receive any payment in respect of the principal of and
interest on this Debenture except subject to the payment in
full of the principal of and interest on all of the Senior
Indebtedness then outstanding.

6.2	Default in Senior Indebtedness.  In the event of an
event of default in the payment of any principal, premium,
sinking fund or interest with respect to any Senior
Indebtedness, as defined herein, or in the instrument under
which it is outstanding, permitting the holder to
accelerate the maturity thereof, then, unless and until
such event of default shall have been cured or waived or
shall have ceased to exist, or that Senior Indebtedness
shall have been paid in full, no payment shall be made in
respect of the principal of or interest on this Debenture,
although interest otherwise payable shall continue to
accrue hereon.

6 . 3 	"Senior Indebtedness" shall mean the principal of
(and premium, if any) and unpaid interest on, (i)
indebtedness of the Company, or with respect to which the
Company is a guarantor, whether outstanding on the date
hereof or hereafter created, to banks or other domestic or
international lending institutions or investors, which is
for money borrowed by the Company or a subsidiary of the
Company, whether or not secured, and which is not
subordinated to other debt of the Company, and (ii) any
deferrals, renewals or extensions of any such indebtedness
or any debentures, notes or other evidences of indebtedness
issued in exchange for such Senior Indebtedness.

6.4	Subrogation.  Subject to the payment in full of all
Senior Indebtedness at the time outstanding, the holder of
this Debenture shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the
Senior Indebtedness until the principal of, premium, if
any, and interest on this Debenture shall be paid in full.
No such payments or distributions applicable to Senior
Indebtedness shall, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the
holder of this Debenture be deemed a payment by the Company
to or on account of this Debenture.

6.5	Obligations of the Company.  The provisions of this
Section 6 are for the purpose of defining the rights of the
holder of this Debenture on the one hand and the holders of
Senior Indebtedness, on the other hand, and nothing
contained in this Section 6, or elsewhere in this
Debenture, is intended to or shall (a) impair, as between
the Company, its creditors other than the holders of Senior
Indebtedness, and the holder of this Debenture, the
obligation of the Company, which is unconditional and
absolute, to pay to the holder of this Debenture the
principal of, premium, if any, and interest on this
Debenture, as and when the same shall become due and
payable in accordance with the terms of this Debenture or
(b) affect the rights of the holders of this Debenture
relative to creditors of the Company other than the holders
of Senior Indebtedness.

7.	Prepayment.  The Company may, at its own option,
prepay this Debenture in whole, or in part, without
premium, at any time, by payment to the holder of this
Debenture of an amount equal to the principal amount of
this Debenture, or portion thereof to be prepaid, plus
accrued interest on the outstanding principal amount to be
prepaid to the date of payment.

7.1	Notice.  Notice of prepayment shall be given by mail
not less than 15 days prior to the date fixed for the
redemption to the registered holder of this Debenture at
the address appearing on the registry books of the Company.

7.2	Partial Prepayment.  In case of the prepayment of only
part of this Debenture, the notice shall specify the
portion of the face amount being prepaid.  Upon payment of
the portion prepaid, this Debenture shall be cancelled and
a new Debenture issued for the unpaid balance.

7.3	Interest.  If this Debenture or part thereof shall be
called for prepayment and notice of prepayment shall be
given as aforesaid, interest shall cease to accrue from and
after the prepayment date on this Debenture or the part
thereof so called for prepayment (unless default shall be
made in the payment of the prepayment price) .

8.	Exchange and Transfer.  On surrender of this Debenture
for exchange, properly endorsed on a form of assignment
which will be provided by the Company, and subject to the
provisions of this Debenture regarding compliance with the
Act, the Company at its expense will issue to or on the
order of the holder of this Debenture a new Debenture or
Debentures of like tenor, in the name of that holder or as
that holder (on payment by that holder of any applicable
transfer taxes) may direct.

9.	Events of Default.  If any of the following events
shall occur herein (individually referred to as an "Event
of Default"), the holder of this Debenture may declare the
entire unpaid principal and accrued interest on the
Debenture immediately due and payable, by a notice in
writing to the Company:

9.1	Default in the payment of any installment of interest
on this Debenture when it becomes payable and continuation
of such default for a period of 10 days; or

9.2	Default in the payment of the principal of the
Debenture when the same shall have become due and payable,
whether at maturity or at a date fixed for prepayment by
declaration or otherwise; or

9.3	Default in the issuance of shares of Common Stock upon
automatic conversion of this Debenture as provided in
Section 3; or

9.4	If the Company shall default in the performance of or
compliance with any material non-monetary term contained
herein and, following such written notice by the holder of
this Debenture, the Company shall have not commenced and
continued to take reasonable curative action to remedy such
default; or

9.5	If any representation or warranty made in writing by
or on behalf of the Company herein shall prove to have been
false or incorrect in any material respect on the date as
of which made; or

9.6	If, within 60 days after the commencement of an action
against the Company or any Subsidiary seeking any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such action
shall not have been dismissed or all orders or proceedings
thereunder affecting the operations or the business of the
Company stayed, or if the stay of any such order or
proceedings shall thereafter be set aside, or if, within 60
days after the appointment without the consent or
acquiescence of the Company or such Subsidiary of any
trustee, receiver or liquidator of the Company or any
Subsidiary or of all or any substantial part of the
properties of the Company or any Subsidiary, such
appointment shall not have been vacated; or

9.7	The entry of an order, judgment or decree by a court
of competent jurisdiction, without the consent of the
Company, adjudging the Company a bankrupt or insolvent, or
appointing a receiver of the Company or of the whole or any
substantial part of its properties, or approving a petition
filed against the Company seeking reorganization,
arrangement or winding-up of the Company under the federal
bankruptcy laws or any other applicable law or statute of
the United States of America or any state thereof or any
other country or jurisdiction; or

9.8	The institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it
to institution of bankruptcy or insolvency proceedings
against it or the filing by it of a petition or answer or
consent seeking reorganization or release under the Federal
Bankruptcy Act, or any other applicable federal or state
law, or similar law of any other country, or the consent by
it to the filing of any such petition or the appointment of
a receiver, liquidator, assignee, trustee, or other similar
official, of the Company, or of any substantial part of its
property or the properties of its Subsidiaries, or the
making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay
its debts generally as they become due or the taking of
corporate action by the Company in furtherance of any such
action.

10.	Registration. The Company shall keep at its principal
office a register in which the Company shall provide for
the registration of this Debenture and of Debentures issued
in exchange herefor and upon the transfer hereof.  Every
Debenture presented or surrendered for registration of
transfer shall be duly endorsed, or shall be accompanied by
a written instrument of transfer duly executed by the
holder of such Debenture or his attorney duly authorized in
writing.  Every Debenture so made and delivered in exchange
for this Debenture shall in all other respects be in the
same form and have the same terms as this Debenture.  No
transfer or exchange of any Debenture shall be valid unless
made in such manner at such office.  Upon receipt of
evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Debenture and, in the
case of any such loss, theft or destruction, upon receipt
of indemnity reasonably satisfactory to the Company, or, in
the case of any such mutilation, upon surrender and
cancellation of this Debenture, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or
mutilated Debenture, a new Debenture of like tenor and
unpaid principal amount and dated as of the date from which
unpaid interest has then accrued on the Debenture so lost,
stolen, destroyed or mutilated.  The Company may deem and
treat the person in whose name this Debenture shall be
registered as the absolute owner of such Debenture for the
purpose of receiving payment of principal and interest and
for all other purposes and the Company shall not be
affected by any notice to the contrary.

11.	Negotiability.  Subject to the provisions of this
Debenture with respect to restrictions on transferability,
title to this Debenture may be transferred by endorsement
and delivery in the same manner as a negotiable instrument
transferable by endorsement and delivery.

12.	Modification.  This Debenture and any of its terms may
be changed, waived, or terminated only by a written
instrument signed by the party against which enforcement of
that change, waiver, or termination is sought.

13.	Governing Law.  This Debenture shall be governed by
and construed and enforced in accordance with the laws of
the State of Washington.

IN WITNESS WHEREOF, the Company has caused this Debenture
to be signed in its name by its duly authorized officer as
of the date first written above.

WATAIRE INTERNATIONAL, INC.

By: _____________________

EXHIBIT 10.17

SUBSCRIPTION AGREEMENT

Wataire International, Inc.
3rd Floor, 21900 Burbank Blvd.
Woodland Hills, California  91367

Gentlemen:

      Wataire International, Inc., a Washington corporation
(the "Company"), is  offering for sale (the "Offering")
its 5% convertible subordinated debentures in the form
attached hereto as Exhibit A (the "Debenture" or
"Debentures"), due 2011, and that are automatically
convertible into Common Stock, par value $.0001 per share
(the "Common Stock") of the Company, at the  conversion
price specified in the Debenture, upon the earlier increase
in the Company's authorized Common Stock.  The shares of
Common Stock into which the Debentures are convertible are
herein referred to as the "Shares".

      The purchase price is 100% of the US Dollar principal
amount of the Debenture subscribed for (the "Purchase
Price").

      The undersigned Purchaser hereby tenders this
Subscription Agreement and applies for the purchase of a
Debenture in the principal amount set forth on the
signature page (the "Signature Page") hereof.

            Section 1.     Amount and Method of Payment.
Payment of the Purchase Price required to purchase the
principal amount of Debentures subscribed for hereunder
shall be made as directed by the Company.  If a
subscription is rejected in whole or in part or if the
Offering is terminated for any reason, the Purchaser's
subscription shall be void and all funds received from the
Purchaser shall be returned as soon as practicable to the
Purchaser without any interest thereon, and without charge
or deduction.
            Section 2.    Representations and Warranties of
the Company.  The Company represents and warrants to the
subscriber that:
            2.1	The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Washington, and has the power and authority to
carry on its business as conducted or proposed to be
conducted by it and to hold title to its property.  The
Company has the corporate power and authority to execute
and deliver this Subscription Agreement, to conduct such
business and to perform its obligations hereunder.
            2.2	When (i) the Company has received payment
for the Debenture subscribed for hereby and the Debenture
has been issued to the subscriber therefor, the Debenture
will be duly and validly authorized by all necessary action
on the part of the Company and enforceable in accordance
with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency reorganization,
moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and
general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at
law), and the Shares into which the Debenture is
convertible, upon issuance thereof upon the conversion of
the Debentures, will be duly and validly issued, fully paid
and non-assessable shares of Common Stock.
            2.3	This Subscription Agreement has been duly
and validly authorized, executed and delivered by the
Company and constitutes the valid and binding agreement of
the Company, enforceable in accordance with its terms,
except that such enforcement may be subject to the effect
of any applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and
general principals of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at
law).
            2.4	The Company's execution and delivery of this
Subscription Agreement, the fulfillment of the terms set
forth herein and the consummation of the transactions
contemplated herein will not conflict with or constitute a
breach of, or default under (i) the Company's articles of
incorporation or by-laws, (ii) any material agreement,
indenture or instrument by which the Company is bound
(except to the extent such conflict, breach or default
would not have a material adverse effect on the value of
the assets or the operation of the business of the
Company), or (iii) any law, administrative regulation or
court decree (except to the extent such conflict, breach or
default would not have a material adverse effect on the
value of the assets or the operation of the business of the
Company).
            Section 3.    Representations and Warranties of
Purchaser.  In order to induce the Company to accept this
subscription, the Purchaser hereby represents and warrants
to, and covenants with, the Company as follows:
            3.1	The undersigned understands that neither the
Debentures, nor the Shares issuable upon conversion of the
Debentures (collectively referred to herein as the
"Securities"), have been registered under the United States
Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any state in the United States,
by reason of their contemplated issuance in transactions
exempt from the prospectus and delivery requirements of the
Securities Act pursuant to Section 4(2) of the Securities
Act, and that the reliance on such exemption from
registration is predicated in part on these representations
and warranties of the Purchaser.  The Purchaser
acknowledges that a restrictive legend consistent with the
foregoing has been or will be placed on the Debentures, and
on the certificates evidencing the Shares.  The Purchaser
understands that neither the Securities and Exchange
Commission of the United States ("SEC") nor any state
securities commission has approved the Securities, or
passed upon or endorsed the merits of the investment or
reviewed or confirmed the accuracy or determined the
adequacy of any information furnished to the Purchaser in
connection with the Offering.
            3.2	The Purchaser is acquiring the Securities
solely for the account of the Purchaser, for investment
purposes only, and not with a view towards the resale or
distribution thereof.  The Purchaser further agrees not to
transfer the Securities in violation of the Securities Act,
or any applicable state securities law, and no one other
than the Purchaser has any beneficial interest in the
Securities;
            3.3	The Purchaser agrees that it will not sell
or otherwise dispose of any of the Securities to a U.S.
person (as defined in Regulation S under the Securities
Act) unless such sale or other disposition (i) has been
registered under the Securities Act or, in the opinion of
counsel, is exempt from registration under the Securities
Act and (ii) has been registered or qualified or, in the
opinion of such counsel, is exempt from registration or
qualification under the applicable state securities laws.
The Purchaser may not sell, transfer, or otherwise dispose
of the Securities, except in compliance with the applicable
rules of the SEC and applicable state securities
authorities;
            3.4	The Purchaser is not a "U.S. person" as
defined in Regulation S under the Securities Act and has
such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks
of the Purchaser's investment in the Company.  The
Purchaser has the financial ability to bear the economic
risks of its entire investment for an indefinite period,
would be able to sustain a complete loss of its investment,
and the Purchaser has no need for liquidity with respect to
its investment in the Company;
            3.5	Each of the Purchaser, and if applicable,
the Purchaser's representative, has  carefully reviewed the
following documents constituting the periodic reports filed
by the Company with the SEC:

A.	ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
MARCH 31, 2009, FILED JULY 24, 2009; AND
B.	QUARTERLY REPORT ON FORM 10-Q FILED ON AUGUST 6, 2009.

The Purchaser acknowledges and agrees that the foregoing
shall be supplemented by subsequent periodic reports filed
by the Company with the SEC pursuant to the Securities
Exchange Act of 1934, as amended.  The foregoing enumerated
periodic reports and the subsequent periodic reports filed
by the Company are hereinafter collectively referred to as
the "Company Reports".

            3.6	The Purchaser, and if applicable, the
Purchaser's representative, has had a reasonable
opportunity to ask questions of and receive answers from
the Company concerning the Company and the Offering and to
verify the accuracy of any representation or information
set forth in the Company Reports, and all such questions,
if any, have been answered to the full satisfaction of the
Purchaser;
            3.7	The Purchaser has full power and authority
to execute and deliver this Subscription Agreement and to
perform the Purchaser's obligations hereunder, and this
Subscription Agreement is a legally binding obligation of
the Purchaser enforceable against Purchaser in accordance
with its terms.
            Section 4.    All the information which the
undersigned has furnished to the Company, or which is set
forth herein, is correct and complete as of the date of
this Subscription Agreement, and if there should be any
material change in such information, the Purchaser will
immediately furnish such revised or corrected information
to the Company.
            Section 5.    Binding Effect.  The Purchaser
understands that this subscription is not binding upon the
Company until the Company accepts it, which acceptance is
at the sole discretion of the Company and is to be
evidenced by the Company's execution of the Signature Page
where indicated.  This Subscription Agreement shall be null
and void if the Company does not accept it as aforesaid.
Upon acceptance by the Company and receipt of the full
Purchase Price, the Company will issue to the Purchaser a
Debenture in the principal amount set forth on the
Signature Page hereof.
            Section 6.    Restrictive Legend and Stop-
Transfer Instructions.
            6.1	The Purchaser shall comply with all of the
following restrictions prior to reselling any of the
Securities:
            (a)	Until the Securities have been registered
with the SEC, the Purchaser shall notify the Company about
any proposed resale to a U.S. Person (as defined above)
which notice must be received by the Company at least five
(5) business days prior to such resale;
            (b)	All offers or sales of the Securities by the
Purchaser in the United States or to U.S. persons may only
be made pursuant to an effective registration statement
filed under this Securities Act or by an exemption from
registration under this Securities Act and in compliance
with all applicable state securities laws; and
            (c)	Any certificate or certificates representing
the Securities shall bear an appropriate legend evidencing
the preceding restrictions.

            Section 7.    Confidentiality.  The Purchaser
acknowledges and agrees that all information relating to
the  Company and the Offering shall be kept confidential by
the Purchaser, except as otherwise required by law or made
public other than by or through the undersigned.
            Section 8.    Nontransferability.  Neither this
Subscription Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the
Purchaser and any attempted assignment shall be null and
void.
            Section 9.    Amendment; Entire Agreement;
Governing Law.  This Subscription Agreement (i) may only be
modified by a written instrument executed by the Purchaser
and the Company, (ii) together with the Debenture purchased
hereby, sets forth the entire agreement of the Purchaser
and the Company with respect to the subject matter hereof
and supersedes all prior agreements and understandings
between or among the parties with respect to the subject
matter hereof, (iii) shall be governed by the laws of the
State of Washington applicable to contracts made and to be
wholly performed therein, and (iv) shall inure to the
benefit of, and be binding upon, the Company and the
Purchaser and their respective legal representatives,
successors and permitted assigns.
            Section 10.    Notices.  All notices, request,
demands, claims and other communications hereunder shall be
in writing and shall be delivered by certified or
registered mail (first class postage pre-paid), guaranteed
overnight delivery, or facsimile transmission if such
transmission is confirmed, to the following address and
facsimile numbers (or to such other addresses or facsimile
numbers which such party shall subsequently designate in
writing to the other party):  (a) if to the Company:  to
its address first set forth above, or by facsimile to
______; and (b) if to the Purchaser:  to the address set
forth in the Signature Page to the Subscription Agreement.
            Section 11.    Pronouns; Counterparts.  Unless
the context otherwise requires, all personal pronouns used
in this Subscription Agreement, whether in the masculine,
feminine or neuter gender, shall include all other genders.
This Subscription Agreement may be executed in counterparts
and by facsimile and each of such counterparts shall
constitute an original, and all of which together shall
constitute one and the same document.

IN WITNESS WHEREOF, the undersigned have hereunto
set their hands and seals as of the date and year first
written above.

Principal Amount of Debentures subscribed:
_________________________________________

Deliver my Debenture to:

                           Name:
                           _____________________________

                           Address:
                           _____________________________

                           _____________________________

	                   _____________________________

                           Purchaser (please print)

                           By:
                           Signature; Title:

                           Address:

                           _____________________________

                           _____________________________

                           _____________________________

                           Facsimile No:________________

			   E-mail:
	                          _____________________

	ACCEPTED:

	WATAIRE INTERNATIONAL, INC.

        By:
		Robert Rosner, Chief
		Executive Officer

		Date:
		     _______________________________

	EXHIBIT A