SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WATAIRE INTERNATIONAL, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
941092 10 8
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(CUSIP NUMBER)
ROBERT ROSNER
#134, 9663 SANTA MONICA BLVD
BEVERLY HILLS, CALIFORNIA 90210
TEL: (310) 728-6306
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JULY 9, 2008
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX. [ ]
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
|1| NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT ROSNER
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|2| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)[ ] (b)[X]
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|3| SEC USE ONLY
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|4| SOURCE OF FUNDS*
PF
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|5| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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|6| CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|7| SOLE VOTING POWER
NUMBER OF
13,498,328
SHARES ---------------------------------------------------------------
BENEFICIALLY
|8| SHARED VOTING POWER
OWNED BY EACH
N/A
REPORTING ---------------------------------------------------------------
PERSON WITH
|9| SOLE DISPOSITIVE POWER
13,498,328
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|10| SHARED DISPOSITIVE POWER
N/A
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|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,498,328
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|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * N/A
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|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17 %
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|14| TYPE OF REPORTING PERSON *
IN
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ITEM 1. Security and Issuer.
Schedule 13D relates to the Common Stock of Wataire International, Inc. (the “Company”). The principal executive offices of the Company are located at Suite 300, Warner Center, 21550 Oxnard Street, Woodland Hills, California 91367.
ITEM 2. Identity and Background
(a)-(c) This Schedule 13D is being filed by Robert Rosner. Mr. Rosner's business address is #300, 21550 Oxnard Street, Woodland Hills, California. Mr. Rosner serves as the Company's chief executive officer and director.
(d)-(e) During the last five years, Mr. Rosner: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Rosner is a citizen of Canada and a U.S. resident.
ITEM 3. Source of Amount of Funds or Other Compensation
On July 8, 2008, the Company issued to Mr. Rosner 1,000,000 units, each unit consisting of a share of common stock and a warrant to purchase a share of common stock of the Company, in consideration for the forgiveness of $50,000 of indebtedness of the Company to Mr. Rosner ($0.05 per unit). The warrants expire July 7, 2011 and are exercisable at $0.05 per share.
On June 17, 2008, the Company issued to Mr. Rosner 1,000,000 units, each unit consisting of a share of common stock and a warrant to purchase a share of common stock of the Company, in consideration for the forgiveness of $60,000 of indebtedness of the Company to Mr. Rosner ($0.06 per unit). The warrants expire June 16, 2011 and are exercisable at $0.06 per share.
On March 19, 2008, the Company issued to Mr. Rosner 4,400,000 units, each unit consisting of a share of common stock and one half warrant, whereby each whole warrant entitles Mr. Rosner to purchase a share of common stock of the Company, in consideration for the forgiveness of $220,000 of indebtedness of the Company to Mr. Rosner ($0.05 per unit). The warrants expire March 18, 2011 and are exercisable at $0.05 per share.
On October 5, 2007, the Company issued to Mr. Rosner 696,494 units, each unit consisting of a share of common stock and a warrant to purchase a share of common stock of the Company, in consideration for the forgiveness of $118,404 of indebtedness of the Company to Mr. Rosner ($0.17 per unit). The warrants expire September 30, 2010 and are exercisable at $0.17 per share.
On February 2, 2007, the Company issued to Mr. Rosner 195,334 units, each unit consisting of a share of common stock and a warrant to purchase a share of common stock of the Company, in consideration for the forgiveness of $146,500.50 of indebtedness of the Company to Mr. Rosner ($0.75 per unit). The warrants stock expire in December 31, 2008 and are exercisable at $0.85 per share if the warrant is exercised on or before June 30, 2007, at $1.00 if the warrant is exercised on or before December 31, 2007, and at $1.15 if the warrant is exercised on or before December 31, 2008.
On August 4, 2005, Mr. Rosner purchased 3,101,500 shares of the Company pursuant to a stock purchase agreement for $15,507.50 from the former officer and Director, Mr. Donald Walker.
With respect to the acquisitions of shares of common stock and warrants of the Company by Mr. Rosner, in each case the source of funds was Mr. Rosner’s personal funds.
ITEM 4. Purpose of Transaction
Purchaser acquired the securities of the Company for investment purposes and the transaction was undertaken to provide Mr. Rosner, a director and officer, with an interest in the Company.
Mr. Rosner does not have any plans or proposals which relate to or result in:
(a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
(b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company;
(c) a sale or transfer of material amount of assets of the Company;
(d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the Company;
(f) any other material changes in the Company's business or corporate structure;
(g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Mr. Rosner beneficially owns 13,498,328 shares of Common Stock, $0.0001 par value, of the Company. The shares of Common Stock beneficially owned by Mr. Rosner constitute 17 % of the total number of shares of Common Stock of the Company, based upon 79,110,123 shares of Common Stock outstanding as of July 9, 2008.
(b) Mr. Rosner has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, the shares beneficially owned by Mr. Rosner.
(c) Mr. Rosner acquisition of the Common Stock as a result of the transactions discussed in ITEM 4, above.
(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities directly owned by Mr. Rosner.
ITEM 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
None.
ITEM 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 16, 2008 By: /s/ Robert Rosner
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Shareholder
