**SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 ____________________________________________________
  **AMENDMENT
          NO. 1 TO FORM 10-KSB**
 
 (Mark One)
 
 x
              ANNUAL
                  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 
 For
                  The Fiscal Year Ended August 31,
                  2007
 
 o
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 
 FOR
                  THE TRANSITION PERIOD FROM ______ TO
                  ________
 
 **Commission
        File No.  001-15665**
 
 **GLOBAL
                  WATAIRE, INC.**(Exact
                  name of issuer as specified in its charter)**Nevada**
              **36-4567500**(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.  Employer
                  Identification No.)**534
                  Delaware Avenue, Suite 412**
                **Buffalo,
                  New York**
              **14202**(Address
                  of principal executive offices)
              (Zip
                  Code)Registrant’s
                  telephone number, including area code**: (716)
                  332-7150**Securities
                  registered under Section 12(b) of the Exchange Act:
              **None.**Securities
                  registered under Section 12(g) of the Exchange Act:
              **Common
                  stock, par value $0.001 per share.**(Title
                  of class)
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding twelve months (or such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.  Yesx  Noo
 
 Indicate
        by check mark if disclosure of
        delinquent filers pursuant to Item 405 of Regulation S-B is not contained
        herein, and will not be contained, to the best of registrant’s knowledge, in
        definitive proxy or information statements incorporated by reference in Part
        III
        of this Form 10-KSB or any amendment to this Form 10-KSB.  o
 
 Indicate
        by check mark whether the
        registrant is a shell company (as defined in Rule 12b-2 of the Exchange
        Act).  Yeso  Nox
 
 State
        issuer’s revenues for its most
        recent fiscal year:  $ 61,750.
 
 State
        the aggregate market value of the
        voting and non-voting common equity held by non-affiliates computed by reference
        to the price at which the common equity was last sold, or the average bid
        and
        asked price of such common equity, as of August 31, 2007: $58,008.
 
 Number
        of the issuer’s Common Stock
        outstanding as of November 27, 2007: 24,585,571
 
 Documents
        incorporated by reference:
        None.
 
 Transitional
        Small Business Disclosure
        Format (Check One): Yeso  Nox
    
 
 **TABLE
        OF CONTENTS**
  Item
                    1
                Description
                    of Business
                1Item
                    2
                Description
                    of Property
                13Item
                    3
                Legal
                    Proceedings
                13Item
                    4
                Submission
                    of Matters to a Vote of Security Holders
                13Item
                    5
                Market
                    for Common Equity and Related Stockholder Matters
                14Item
                    6
                Management’s
                    Discussion and Analysis or Plan of Operation
                15Item
                    7
                Financial
                    Statements
                18Item
                    8
                Changes
                    in and Disagreements with Accountants on Accounting and Financial
                    Disclosure
                18Item
                    8A
                Controls
                    and Procedures
                18Item
                    9
                Directors
                    and Executive Officers of the Registrant
                20Item
                    10
                Executive
                    Compensation
                24Item
                    11
                Security
                    Ownership of Certain Beneficial Owners and Management
                  and
                    Related Stockholder Matters
                26Item
                    12
                Certain
                    Relationships and Related Transactions
                27Item
                    13
                Exhibits
                27Item
                    14
                Principal
                    Accountant and Fees and Services
                27
   
 
 **PART
        I**
  **Item
                  1.**
              **Description
                  of Business.**
  **Company
        Overview**
  We
          provide both advisory and transactional services to help business owners
          develop
          and implement the business strategies necessary to achieve their financial
          objectives.  Our participation is relationship driven and seeks
          exclusive engagements that will enable both the client and the
          Company to achieve superior results, positive cash flow and better than
          market returns from their businesses.  We bring together the expertise
          of an experienced team of professionals dedicated to developing the right
          strategies for our clients to get the funding they need to
          succeed.  Our team of professionals and associates are committed to
          being strategic partners of our clients both now and in the future as they
          grow
          and prosper.
  We
        will
        help our client companies and their owners identify and prioritize those
        business strategies most critical to sustained success.  Our goal is
        to support the needs of emerging high potential growth private companies
        to help
        them become successful, working together as a team.  Our goal is not
        to deal with a large volume of start up enterprises.  We will focus
        only on what we feel are viable, sustainable companies that have a high
        potential to succeed well into the future and benefit by having an equity
        interest in that success.  Towards this goal, we provide our clients
        with access to centralized services, including assistance in the areas of
        strategy, planning, finance, systems, accounting, and human
        resources.  This means we will selectively target only quality
        ventures that we feel, with our assistance, can obtain the capital they need
        to
        succeed.
  We
        will
        seek out, investigate and, if warranted, acquire an interest in business
        opportunities presented to us by companies that seek strategic assistance
        and
        the advantages of a corporation that is a registered publicly traded company
        with access to the public capital markets.
  We
        will
        not restrict our search to any specific business, industry or geographical
        location and we may participate in a business venture of virtually any kind
        or
        nature.  We will seek business opportunities with entities which are
        in the development stage, have recently commenced operations or with established
        companies that wish to take advantage of the capital markets to raise additional
        funding to expand into new products or markets or for other corporate
        development purposes.  We may establish subsidiaries to acquire
        businesses or acquire existing companies as subsidiaries.  In short,
        we plan to identify emerging companies with exceptional promise and, with
        the
        our help, incubate them into in successful stand alone enterprises.
  As
        part
        of our investigation of potential business opportunities our management will
        meet, interview and scrutinize the management and key personnel, visit and
        inspect facilities; verify and analyze information obtained, seek the advice
        of
        industry experts and use our financial resources and management expertise
        to
        perform rigorous due diligence to critically evaluate the strengths and
        weaknesses of the candidate business with the goal of eliminating candidates
        that do not have the likelihood of success we seek.  The manner in
        which we participate in an opportunity will depend on the nature of the
        opportunity, the respective needs of the parties and what it will take to
        make
        the venture a success.
  We
        intend
        to concentrate on candidate opportunities brought to us by our officers,
        directors, by our shareholders and their respective contact
        networks.  In analyzing prospective business opportunities, we will
        scrutinize all relevant factors, such as the market, future prospects, the
        quality and depth of management, technical resources; working capital and
        other
        financial needs; history of operations, if any; nature of present and expected
        competition, etc.  We will not acquire or merge with any company for
        which audited financial statements cannot be obtained within 71 days after
        closing of the proposed transaction, as required by the Securities Exchange
        Act
        of 1934, as amended.
  We
        were
        formerly known as International Development Corp., a Nevada
        corporation.  Moreover, International Development Corp. was formerly
        known as Ozolutions, Inc., a Delaware corporation.  We changed our
        name from Ozolutions, Inc. to International Development Corp. and our state
        of
        domicile on December 9, 2004.  See “Description of Business - Change
        of Domicile.”  On April 14, 2006, we changed our name to Global
        Wataire, Inc.
   1
    Our
        previous business, conducted through our wholly owned subsidiary, Freshwater
        Technologies, Inc., now known as DigiTar, Inc., had been that of international
        marketing and distribution of water purification systems using ultraviolet,
        ozone and water activator technology.  The markets we primarily
        targeted were located in the United States, Canada, Mexico, Costa Rica, Peru,
        and Panama.
  **Previous
        Business**
  *Ozone
        Technology.*  On June 21, 2000, we purchased the exclusive
        marketing rights to distribute the products of Hankin Ozone Systems, Ltd.
        in
        Canada, the Caribbean, and Mexico from 1421209 Ontario Limited.  The
        purchase price was $1,017,217 and the issuance of 8,000,000 shares of our
        common
        stock.  We had an agreement to repurchase 6,000,000 of the 8,000,000
        shares for $81,699, which we decided to cancel in August 2004.  In
        April 2002, the agreement with 1421209 Ontario Limited was cancelled and
        the
        obligation to pay $1,017,217 was likewise cancelled.  We wrote-off the
        net marketing rights of $762,743 and the outstanding obligation of $1,017,217,
        and recorded an extraordinary gain from the cancellation of the agreement
        of
        $237,257.  We paid $50,000 directly to Hankin for the same marketing
        rights which we recorded as an expense during the year ended August 31,
        2002.  In September 2004, Hankin was placed into bankruptcy, and the
        deposit of $22,292 for certain units was written off as of August 31,
        2004.
  *Water-Activated
        Technology.*  In August 2001, we acquired non-exclusive
        distribution rights to an activated water system from ELCE International
        Inc.
        for Mexico and the Caribbean markets including Panama, Costa Rica, Ecuador
        and
        Peru.  No fees were paid for these rights.  In September
        2003, we approved the issuance of 250,000 shares of our common stock to the
        president of ELCE and the cancellation of an option to purchase 500,000 shares
        of our common stock at $0.50 per share in order to maintain the existing
        relationship in Canada.  The issuance of the common stock resulted in
        a charge against earnings of $15,000 in 2004.
  *Ultraviolet
        Products.*  In order to provide viable technology and pricing
        options to residential and commercial customers for drinking water solutions,
        we
        entered into an agreement with R-Can Environmental in June 2005 with the
        intention of distributing ultraviolet water treatment systems and water filters
        in selected markets in Latin America and the United States.  We
        terminated a prior agreement with another supplier.
  On
        January 21, 2005, we formed a wholly owned subsidiary, Freshwater Technologies,
        Inc., and transferred our water activation and purification-related assets
        and
        business to it.  On January 11, 2006, we executed and closed an Asset
        Sale Agreement with Max Weissengruber, our then president and chief operations
        officer and a director, and D. Brian Robertson, our then chief financial
        officer, with respect to the purchase of certain assets of Freshwater
        Technologies.  Although the agreement was executed and closed on
        January 11, 2006, it was effective as of October 1, 2005.  Included in
        the assets was the name “Freshwater Technologies.”  The purchase price
        for the assets was $60,210.33 paid in the form of the forgiveness of debt
        for
        salary owed by International Development Corp. and Freshwater Technologies,
        Inc.
        in the amount of $32,482.51 to Mr. Weissengruber, and $27,727.82 to Mr.
        Robertson.
  As
        additional consideration, Messrs. Weissengruber and Robertson agreed to the
        termination of their employment agreements with International Development
        Corp
        and a general release of any and all claims they may have had against either
        International Development Corp. or Freshwater Technologies,
        Inc.  Moreover, certain other liabilities of Freshwater Technologies,
        Inc. were either assumed or forgiven by Messrs. Weissengruber and Robertson
        and
        Bob Glassen in the amount of $10,918.54.  The net effect of the
        transaction was that International Development and Freshwater were relieved
        of
        liabilities, which exceeded assets in the amount of $134,532.17, and that
        Freshwater Technologies, Inc. is now debt free.  We changed the name
        of Freshwater Technologies, Inc. to Atlantic Seaboard Company, Inc. on May
        31,
        2006.
  **Change
        in Control**
  On
        September 23, 2004, Betty-Ann Harland for $25,000 acquired 15,000,000 shares
        of
        our common stock, which represented 30.51 percent of our issued and outstanding
        common stock.  In addition, Ms. Harland had proxies to vote 6,000,000
        shares of our common stock, granted by 1421209 Ontario Limited.  The
        proxies expired on February 1, 2005.  In January 2005, the 15,000,000
        common shares held by Ms. Harland were exchanged for 1,000,000 shares of
        our
        Series A preferred stock.
    2
   In
        July 2005, our board of directors approved the surrendering and cancellation
        of
        900,000 shares of the Series A preferred stock held by Ms.
        Harland.  In July 2005, our board authorized the issuance of 1,000,000
        shares of Series B preferred stock to Ms. Harland in consideration of $1,000
        and
        the surrender of 900,000 shares of our Series A preferred stock.
  Each
        share of the Series A preferred stock is convertible into 200 fully paid
        and
        nonassessable shares of our common stock, and has the voting power equal
        to 200
        shares of our common stock.  The shares of the Series B preferred
        stock is not convertible into shares of our common stock, preferred stock,
        or
        any of our other securities.  However, on all matters submitted to a
        vote of the holders of our common stock, including, without limitation, the
        election of directors, a holder of shares of the Series B preferred stock
        shall
        be entitled to the number of votes on such matters equal to the number of
        shares
        of the Series B preferred stock held by such holder multiplied by
        500.
  Following
        the acquisition of our shares by Ms. Harland, on September 23, 2004, she
        was
        elected our chairman and chief executive officer.  In addition, Max
        Weissengruber, Douglas Robertson, Robert W. Gingell, and Arthur N. Kelly
        were
        elected as our officers and directors.  At the same time, D. Brian
        Robertson was elected our chief financial officer.  On March 30, 2004,
        Robert W. Gingell resigned as a director and Richard Proulx was elected a
        director.
  On
        May
        24, 2006, Max Weissengruber resigned as secretary and as a director, effective
        immediately.  There was no disagreement between Mr. Weissengruber and
        Global Wataire.  Likewise, on June 27, 2006, our board of directors,
        pursuant to our Bylaws Company, elected Robert Glassen to serve as a director
        and elected Edmund Gorman to serve as a director and corporate secretary
        of
        Global Wataire.
  Because
        of the change in ownership of voting stock and the composition of the board
        after the closing of the agreement with Ms. Harland, there was a change in
        control.
  **Change
        of Domicile**
  On
        December 9, 2004, a majority of our stockholders voted to approve a change
        in
        our state of incorporation from Delaware to Nevada by means of a merger
        permitted under the corporate statutes of both states.
  The
        merger was between Ozolutions, Inc., a Delaware corporation, and International
        Development Corp., a Nevada corporation, organized by us for the specific
        purpose of the change of domicile.  The merger was consummated
        pursuant to a Plan of Merger, which provided that Ozolutions, Inc. merge
        with
        and into International Development Corp.  Following the merger,
        International Development Corp. was the surviving entity.
  International
        Development Corp. was a newly formed corporation with one share of common
        stock
        issued and outstanding held by Ms. Harland, with only minimal capital and
        no
        other assets or liabilities.  The terms of the merger provided that
        the existing stockholders of Ozolutions, Inc. would be entitled to receive
        one
        share of the common stock of International Development Corp. for every one
        share
        of the common stock of Ozolutions, Inc. held by the common stockholders of
        Ozolutions, Inc.  In addition, the then currently issued one share of
        the common stock of International Development Corp. held by Ms. Harland was
        cancelled.  As a result, following the merger, the former stockholders
        of Ozolutions, Inc. became the only stockholders of the newly merged
        corporation.
  The
        change of domicile did not interrupt the existence of Ozolutions,
        Inc.  Each share of our common stock remained issued and outstanding
        as one share of the common stock of International Development Corp. after
        the
        change of domicile from Delaware to Nevada.
  *Officers
        and Directors.*  Before the change of domicile, our board of
        directors consisted of five members, Betty-Ann Harland, Max Weissengruber,
        Douglas Robertson, Robert W. Gingell, and Arthur N. Kelly.  Upon the
        change of domicile, our board of directors consisted of the same individuals
        who
        were also the directors of International Development Corp.  At a later
        date Robert W. Gingell resigned and Richard Proulx was elected a
        director.
   3
   *Resales
        of Our Common Stock.*  Pursuant to Rule 145 under the Securities
        Act, due to the merger of Ozolutions, Inc. with International Development
        Corp.,
        the exchange of our shares of common stock in
        the     Delaware corporation for shares of the common
        stock of the Nevada corporation was exempt from registration under the
        Securities Act, since the sole purpose of the transaction was a change of
        our
        domicile within the United States.  The effect of the exemption is
        that the shares of our common stock issuable in the change of domicile may
        be
        resold by the former stockholders without restriction to the same extent
        that
        such shares may have been sold before the change of domicile.
  *Accounting
        for the Transaction.*  Upon consummation of the change of
        domicile, the historical financial statements of the Delaware corporation
        became
        the historical financial statements of the Nevada corporation.  Total
        stockholders’ equity was unchanged as a result of the change of
        domicile.
  **Changing
        the Scope of Our Business**
  Historically,
        our business was limited to the development of water activation and purification
        businesses.  With the recent change in control, changes in our board
        of directors and management, the Company decided to change our business to
        the
        advisory and transactional services business to help high potential emerging
        companies develop and implement the strategies they need to obtain the capital
        required to be successful and to continue into the future as equity partners
        and
        strategic advisors with those companies.  We would expect to derive
        revenue from consulting and transactional fees charged our clients and outside
        investors.  However, our principal source of revenue is expected from
        returns on the equity we retain in our client companies once they obtain
        adequate funding, either in the form of share appreciation or profit sharing
        agreements or both, as the case may be.
  The  Company  continues  to  pursue  its
        new business strategy of providing
        advisory  and  transactional  services to help
        high potential emerging companies develop and implement the strategies they
        need
        to obtain the capital required to be  successful  and to
        continue into the future as equity partners and strategic advisors with those
        companies . The Company will also pursue promising business opportunities
        in the
        energy, precious metals and commercial real estate industries as principal
        or
        joint venture partner.
 
 
 Expanding
        on our new strategy of being
        an equity partner in high potential industries, on June 24, 2007, the Company
        entered into a letter of intent with NexGen Bio Energy, LLC.,(NexGen) of
        Marion,
        Ohio with respect to a proposed transaction in which the  Company, or
        its subsidiary, would purchase from NexGen, a 4 million gallon per year
        biodiesel  production plant manufactured by Orbitec, Inc of Tulsa,
        Oklahoma.  However, it became apparent that it is in our best interest
        to pursue the acquisition of biodiesel production capacity directly with
        production plant manufacturers and feedstock producers. Accordingly we are
        in
        discussions with those companies to produce biodiesel either on our own or
        in a
        joint venture with those companies.
 
 On
        July 27, 2006 Global Wataire, Inc. and its wholly-owned subsidiary, Atlantic
        Seaboard, Inc. entered into an agreement with DigiTar Inc., whereby Global
        would
        purchase substantial all of the business assets of DigiTar, Inc.  The
        terms of certain key documents necessary to complete the purchase of DigiTar’s
        assets could not be agreed to by the parties and the parties could not resolve
        their differences as to the terms of the planned acquisition of DigiTar’s
        business. Consequently, on June 28, 2007, Global Wataire, Inc., and its
        wholly-owned subsidiary, Atlantic Seaboard, Inc., rescinded the proposed
        transaction and cancelled the planned acquisition of  DigiTar Inc.’s
        business. Global Wataire, Inc., and its wholly-owned subsidiary, Atlantic
        Seaboard, Inc will seek to recover the monies advanced during the negotiations
        to DigiTar for working capital in the amount of $50,000.
  **Material
        Agreement**
  *Transaction
        with Dutchess Private Equities Fund, Ltd.*
  On
          April
          24, 2007, we entered into an Investment Agreement with Dutchess Private
          Equities
          Fund, Ltd. (the “Investor”). Pursuant to this Agreement, the Investor shall
          commit to purchase up to $10,000,000 of our common stock over the course
          of up
          to thirty-six (36) months. The amount that we shall be entitled to request
          from
          each purchase (“Puts”) shall be equal to, at our election, either (i) up to
          $250,000 or (ii) 200% of the average daily volume (U.S. market only) of
          the
          common stock for the ten (10) trading days prior to the applicable put
          notice
          date, multiplied by the average of the three (3) daily closing bid prices
          immediately preceding the put date.
 4
    The
        put
        date shall be the date that the Investor receives a put notice of a draw
        down by
        us. The purchase price shall be set at ninety-three percent (93%) of the
        lowest
        closing Best Bid price of the common stock during the pricing period. The
        pricing period shall be the five (5) consecutive trading days immediately
        after
        the put notice date. There are put restrictions applied on days between the
        put
        date and the closing date with respect to that particular Put. During this
        time,
        we shall not be entitled to deliver another put notice. Further, we shall
        reserve the right to withdraw that portion of the Put that is below seventy-five
        percent (75%) of the lowest closing bid prices for the 10-trading day period
        immediately preceding each put notice.
 
 In
        connection with the Agreement, we entered into a Registration Rights Agreement
        with Dutchess (“Registration Agreement”). Pursuant to the Registration
        Agreement, we are obligated to file a registration statement with the Securities
        and Exchange Commission covering the shares of common stock underlying the
        Investment Agreement within fifteen (15) days after the closing date. In
        addition, we are obligated to use all commercially reasonable efforts to
        have
        the registration statement declared effective by the SEC within ninety (90)
        days
        after the closing date. The Agreement does not impose any penalties on us
        for
        failure to meet either the 30 day or 90 day obligations, however, we shall
        endeavor to meet both such deadlines.
  **Employees**
  Currently,
        we have three employees.  As we grow, we will need to attract an
        unknown number of additional qualified employees.  Although we have
        experienced no work stoppages and believe our relationships with our employees
        are good, we could be unsuccessful in attracting and retaining the persons
        needed.  None of our employees are currently represented by a labor
        union.
  **Transfer
        Agent**
  On
        November 7, 2006, our board of directors approved the appointment of Transfer
        Online, Inc. as our transfer agent.
  **RISK
        FACTORS**
  The
        following risk factors should be considered carefully in addition to the
        other
        information contained in this report. This report contains forward-looking
        statements. Forward-looking statements relate to future events or our future
        financial performance. We generally identify forward-looking statements by
        terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these
        terms or other similar words. These statements are only predictions. The
        outcome
        of the events described in these forward-looking statements is subject to
        known
        and unknown risks, uncertainties and other factors that may cause our customers’
or our industry’s actual results, levels of activity, performance or
        achievements expressed or implied by these forward-looking statements, to
        differ. “Risk Factors,” “Management’s Discussion and Analysis of Financial
        Condition and Results of Operations” and “Business,” as well as other sections
        in this report, discuss some of the factors that could contribute to these
        differences.
 
 The
        forward-looking statements made in this report relate only to events as of
        the
        date on which the statements are made. We undertake no obligation to update
        any
        forward-looking statement to reflect events or circumstances after the date
        on
        which the statement is made or to reflect the occurrence of unanticipated
        events.
 
 This
        report also contains market data related to our business and industry. These
        market data include projections that are based on a number of assumptions.
        If
        these assumptions turn out to be incorrect, actual results may differ from
        the
        projections based on these assumptions. As a result, our markets may not
        grow at
        the rates projected by these data, or at all. The failure of these markets
        to
        grow at these projected rates may have a material adverse effect on our
        business, results of operations, financial condition and the market price
        of our
        Common Stock.
   5
 
 ***Risks
        Relating to Our Business***
  **Our
        independent auditors have included a going concern opinion and related
        discussion in the notes to our financial statements.**
  It
          should
          be noted that our independent auditors have included a going concern opinion
          and
          related discussion in the notes to our financial statements.  The
          auditors have included the going concern provision because we have incurred
          significant and recurring losses and have a large working capital deficit
          that
          the auditors believe raises substantial doubt about our ability to continue
          as a
          going concern.  We have incurred net losses
          of  ($1,131,102), (263,996) and (1,407,124) for the fiscal years ended
          August 31, 2005, August 31, 2006, and August 31, 2007,
          respectively.  Our working capital deficit as of August 31, 2007 is
          (691,154).  Until such time we receive additional debt or equity
          financing, there is a risk that our auditors will continue to include a
          going
          concern provision in the notes to our financial statements.  We may
          continue to incur losses as we spend additional capital to develop and
          market
          our products and services and establish our infrastructure and organization
          to
          support anticipated operations.  We cannot be certain whether we will
          ever earn a significant amount of revenues or profit, or, if we do, that
          we will
          be able to continue earning such revenues or profit.  Any of these
          factors could cause our stock price to decline and result in your losing
          a
          portion or all of your investment.
  **Under
        our business plan, we have a limited operating history and are not likely
        to
        succeed unless we can overcome the many obstacles we face.**
  As
        of the
        date of this report, we had minimal business operations or revenues, and
        we are
        still in our formative stage.  You should be aware of the
        difficulties, delays and expenses normally encountered by an enterprise many
        of
        which are beyond our control, including unanticipated expenses, employment
        costs, and administrative expenses.  It is possible that our proposed
        business plan as described in this report will not materialize or prove to
        be
        successful or operate profitably.  If we cannot operate profitably,
        you could lose your entire investment.
  **Unless
        we generate additional capital through revenues or financings, we risk
        failure.**
  We
        expect
        to incur significant capital expenses in pursuing our plans to increase sales
        volume, expanding our products and services and obtaining additional financing
        through stock offerings, or other feasible financing alternatives.  We
        may also seek funding for the development and marketing of our products and
        services through strategic partnerships and other arrangements with investment
        partners.  It is possible that such collaborative arrangements or
        additional funds will not be available when needed, or on terms acceptable
        to
        us, if at all.  In order to continue our operations, we will require
        additional funds over the next 12 months.  As of the date of this
        report, we estimate our need for additional funds will be
        $5,000,000.  We hope to be able to generate the funds necessary to
        maintain our operations through revenues and borrowings.  However,
        without additional funds there will be a limitation to the number of new
        projects that we could take on, which may have an effect on our ability to
        maintain our operations.  Additional financing may not be available on
        terms favorable to us, or at all.  If additional funds are not
        available, we may not be able to execute our business plan or take advantage
        of
        business opportunities.  Our ability to obtain such additional
        financing and to achieve our operational goals is uncertain.  In the
        event that we do not obtain additional capital or are not able to increase
        cash
        flow through the increase in revenues, our business may fail.
  **Need
        for additional specialized personnel.**
  Although
        we are committed to the continued development and growth of our business,
        the
        addition of specialized key personnel to assist Global Wataire in the execution
        of our business model is necessary.  It is possible that we will not
        be able to locate and hire such specialized personnel on acceptable
        terms.  We will make every effort to recruit executives with proven
        experience and expertise as needed to achieve our plan.
  **We
        have only a token number of employees, and in order to grow our business
        we will
        need to hire significant additional personnel.**
  We
          need
          to hire, train and retain additional employees for all aspects of our business
          if we are to achieve our goals. Our success will also depend on our ability
          to
          attract and retain a staff of qualified personnel. Qualified individuals
          are in
          high demand and are often subject to competing offers. We cannot be certain
          that
          we will be able to attract and retain the qualified personnel we need for
          our
          business. If we are unable to hire additional personnel as needed, it would
          have
          a material adverse effect on us.
 6
  **Dependence
        on ability to market products and services.**
  Due
        to
        our limited resources, the execution of our business model and sales and
        marketing of our products and services has been limited to date.  Our
        success is dependent upon our ability to execute with such limited
        resources.
  **We
        may not be able to develop a market for our products and services, which
        will
        most likely cause our stock price to decline.**
  The
        demand and price for our products and services will be based upon the existence
        of markets for them.  The extent to which we may gain a share of our
        intended markets will depend, in part, upon the cost effectiveness and
        performance of our products and services when compared to alternative products
        and services, which may be conventional or heretofore unknown.  If the
        products and services of other companies provide more cost-effective
        alternatives or otherwise outperform our products and services, the demand
        for
        our products and services may be adversely affected.  Our success will
        be dependent upon market acceptance of our products and
        services.  Failure of our products and services to achieve and
        maintain meaningful levels of market acceptance would materially and adversely
        affect our business, financial condition, results of operations and market
        penetration.  This would likely cause our stock price to
        decline.
  **We
        may have difficulty in attracting and retaining management and outside
        independent members to our board of directors as a result of their concerns
        relating to their increased personal exposure to lawsuits and stockholder
        claims
        by virtue of holding these positions in a publicly held
        company.**
  The
        directors and management of publicly traded corporations are increasingly
        concerned with the extent of their personal exposure to lawsuits and stockholder
        claims, as well as governmental and creditor claims which may be made against
        them, particularly in view of recent changes in securities laws imposing
        additional duties, obligations and liabilities on management and
        directors.  Due to these perceived risks, directors and management are
        also becoming increasingly concerned with the availability of directors and
        officers liability insurance to pay on a timely basis the costs incurred
        in
        defending such claims.  We currently do not carry limited directors
        and officers liability insurance.  Directors and officers liability
        insurance has recently become much more expensive and difficult to
        obtain.  If we are unable to provide directors and officers liability
        insurance at affordable rates or at all, it may become increasingly more
        difficult to attract and retain qualified outside directors to serve on our
        board of directors.
  We
        may
        lose potential independent board members and management candidates to other
        companies that have directors and officers liability insurance to insure
        them
        from liability or to companies that have revenues or have received greater
        funding to date which can offer greater compensation packages.  The
        fees of directors are also rising in response to their increased duties,
        obligations and liabilities as well as increased exposure to such
        risks.  As a company with a limited operating history and limited
        resources, we will have a more difficult time attracting and retaining
        management and outside independent directors than a more established company
        due
        to these enhanced duties, obligations and liabilities.
  **Legislative
        actions and potential new accounting pronouncements are likely to impact
        our
        future financial position and results of operations.**
  There
        have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and
        there may potentially be new accounting pronouncements or additional regulatory
        rulings, which will have an impact on our future financial position and results
        of operations.  The Sarbanes-Oxley Act of 2002 and other rule changes
        as well as proposed legislative initiatives have increased our general and
        administrative costs as we have incurred increased legal and accounting fees
        to
        comply with such rule changes.  Further, proposed initiatives are
        expected to result in changes in certain accounting rules, including legislative
        and other proposals to account for employee stock options as a compensation
        expense.  These and other potential changes could materially increase
        the expenses we report under accounting principles generally accepted in
        the
        United States of America, and adversely affect our operating
        results.
   7
  **Proprietary
        rights.**
  We
        intend
        to closely monitor competing product introductions for any infringement of
        our
        proprietary rights.  We believe that, as the demand for products such
        as those developed by Global Wataire increase, infringement of intellectual
        property rights may also increase.  If certain industry competitors
        infringe on our proprietary rights, they may have substantially greater
        financial, technical, and legal resources than we, which could adversely
        affect
        our ability to defend our rights.  In addition, we could incur
        substantial costs in defending our rights.
  **Dependence
        on key employees.**
  Our
        business is dependent upon our senior executive officers, principally, Sydney
        Harland, our president and Chief Executive Officer, who is responsible for
        our
        operations, including marketing and business development, and Edmund Gorman,
        our
        chief financial officer, secretary and treasurer.  Should Messrs.
        Harland and/or Gorman leave our employ, our business may be adversely
        affected.  In the event of future growth in administration, marketing,
        manufacturing and customer support functions, we may have to increase the
        depth
        and experience of our management team by adding new members.  Our
        success will depend to a large degree upon the active participation of our
        key
        officers, directors and employees.  Loss of services of any of the
        current officers and directors could have a significant adverse effect on
        our
        operations and prospects.  There can be no assurance that we will be
        able to employ qualified persons on acceptable terms to replace officers
        who
        become unavailable.
  **Certain
        Nevada corporation law provisions could prevent a potential takeover, which
        could adversely affect the market price of our common
        stock.**
  We
        are
        incorporated in the State of Nevada.  Certain provisions of Nevada
        corporate law could adversely affect the market price of our common
        stock.  Because Nevada corporate law, NRS Sections 78.378 to 78.3793,
        contain provisions with respect to acquisition of a controlling interest
        in a
        corporation, it would be more difficult for someone to acquire control of
        the
        Comapny.  Nevada corporate law also discourages proxy contests making
        it more difficult for you and other stockholders to elect directors other
        than
        the candidate or candidates nominated by our board of directors.
  **Taxation
        of dividends.**
  In
        the
        absence of an applicable treaty between the United States and the government
        of
        the country of which a stockholder is a citizen, if such stockholder is not
        a
        United States citizen or a resident alien of the United States, pursuant
        to
        United States income tax law, all dividends payable by the Company on our
        capital stock to any such stockholder are subject to a withholding rate of
        30
        percent.  As of the effective date of this report, there is no way to
        determine which of our potential stockholders may be subject to the 30 percent
        withholding requirement.
  **Financial
        projections; distributions of cash.**
  Any
        projections and related assumptions discussed in this report were based on
        information about circumstances and conditions existing as of the date of
        this
        report.  The projections and estimated financial results are based on
        estimates and assumptions that are inherently uncertain and, though considered
        reasonable by us, are subject to significant business, economic, and competitive
        uncertainties and contingencies, all of which are difficult to predict and
        many
        of which are beyond our control.  Accordingly, there can be no
        assurance that the projected results will be realized or that actual results
        will not be significantly lower than projected.  We do not intend to
        update the projections.  The inherent uncertainties in results
        increase materially for years closer to the end of the projected
        period.  Neither we nor any other person or entity assumes any
        responsibility for the accuracy or validity of the projections.
   8
  ***Risks
        Relating to Our Stock***
  **Our
        common stock is thinly traded, so you may be unable to sell at or near ask
        prices or at all if you need to sell your shares to raise money or otherwise
        desire to liquidate your shares.**
  Our
        common stock has historically been sporadically or “thinly-traded” on the Over
        the Counter Bulletin Board, meaning that the number of persons interested
        in
        purchasing our common stock at or near ask prices at any given time may be
        relatively small or non-existent.  This situation is attributable to a
        number of factors, including the fact that we are a small company which is
        relatively unknown to stock analysts, stock brokers, institutional investors
        and
        others in the investment community that generate or influence sales volume,
        and
        that even if we came to the attention of such persons, they tend to be
        risk-averse and would be reluctant to follow an unproven company such as
        ours or
        purchase or recommend the purchase of our shares until such time as we became
        more seasoned and viable.
  As
        a
        consequence, there may be periods of several days or more when trading activity
        in our shares is minimal or non-existent, as compared to a mature issuer
        which
        has a large and steady volume of trading activity that will generally support
        continuous sales without an adverse effect on share price.  It is
        possible that a broader or more active public trading market for our common
        stock will not develop or be sustained, or that current trading levels will
        continue.
  **The
        market price for our common stock is particularly volatile given our status
        as a
        relatively unknown company with a small and thinly traded public float, limited
        operating history and lack of net revenues which could lead to wide fluctuations
        in our share price.  The price at which you purchase our common stock
        may not be indicative of the price that will prevail in the trading
        market.**
  The
          market for our common stock is characterized by significant price volatility
          when compared to seasoned issuers, and we expect that our share price will
          continue to be more volatile than a seasoned issuer for the indefinite
          future.  In fact, during the period from June 1, 2007 until August 31,
          2007, the high and low sale prices of a share of our common stock were
          $0.13 and
          $0.11, respectively. The volatility in our share price is attributable
          to a
          number of factors.  First, as noted above, the shares of our common
          stock are sporadically and/or thinly traded.  As a consequence of this
          lack of liquidity, the trading of relatively small quantities of shares
          by our
          stockholders may disproportionately influence the price of those shares
          in
          either direction.  The price for our shares could, for example,
          decline precipitously in the event that a large number of shares of our
          common
          stock are sold on the market without commensurate demand, as compared to
          a
          seasoned issuer which could better absorb those sales without adverse impact
          on
          its share price.
  Secondly,
        we are a speculative or “risky” investment due to our limited operating history
        and lack of profits to date, and uncertainty of future market acceptance
        for our
        products and services.  As a consequence of this enhanced risk, more
        risk-adverse investors may, under the fear of losing all or most of their
        investment in the event of negative news or lack of progress, be more inclined
        to sell their shares on the market more quickly and at greater discounts
        than
        would be the case with the stock of a seasoned issuer.
  **You
        may be unable to sell your common stock at or above your purchase price,
        which
        may result in substantial losses to you.**
  The
        following factors may add to the volatility in the price of our common stock:
        actual or anticipated variations in our quarterly or annual operating results;
        government regulations, announcements of significant acquisitions, strategic
        partnerships or joint ventures; our capital commitments; and additions or
        departures of our key personnel.  Many of these factors are beyond our
        control and may decrease the market price of our common stock, regardless
        of our
        operating performance.  We cannot make any predictions or projections
        as to what the prevailing market price for our common stock will be at any
        time,
        including as to whether our common stock will sustain its current market
        price,
        or as to what effect that the sale of shares or the availability of common
        stock
        for sale at any time will have on the prevailing market price.
   9
    **Volatility
        in our common stock price may subject the Company to securities
        litigation.**
  The
        market for our common stock is characterized by significant price volatility
        when compared to seasoned issuers, and we expect that our share price will
        continue to be more volatile than a seasoned issuer for the indefinite
        future.  In the past, plaintiffs have often initiated securities class
        action litigation against a company following periods of volatility in the
        market price of its securities.  We may in the future be the target of
        similar litigation.  Securities litigation could result in substantial
        costs and liabilities and could divert management’s attention and
        resources.
  **Existing
        stockholders may experience significant dilution from the sale of our common
        stock pursuant to the investment agreement.**
 
 The
        sale
        of our common stock to Dutchess Private Equities Fund, Ltd. in
        accordance with the Investment Agreement will have a dilutive impact on our
        shareholders.  As a result, our net income per share could decrease in
        future periods and the market price of our common stock could decline. In
        addition, the lower our stock price is at the time we exercise our put option,
        the more shares of our common stock we will have to issue to Dutchess Private
        Equities Fund, Ltd. in order to drawdown on the Equity Line. If our stock
        price
        decreases, then our existing shareholders would experience greater
        dilution. The perceived risk of dilution may cause our stockholders to sell
        their shares, which would contribute to a decline in the price of our common
        stock. Moreover, the perceived risk of dilution and the resulting downward
        pressure on our stock price could encourage investors to engage in short
        sales
        of our common stock. By increasing the number of shares offered for sale,
        material amounts of short selling could further contribute to progressive
        price
        declines in our common stock.
 
 **Dutchess
        Private Equities Fund, Ltd. will pay less than the then-prevailing market
        price of our common stock which could cause the price of our common stock
        to
        decline.**
 
 Our
         common  stock to be issued  under the  Investment
 Agreement  will be purchased at a seven percent (7%) discount
 to the lowest  closing  bid price  during the five trading
        days immediately following our notice to Dutchess Private Equities Fund,
        Ltd. of
        our election to exercise our “put” right.  Each issuance of shares of our
        common stock will dilute the value of each share of common stock due to the
        increase in the number of outstanding shares. Dutchess Private Equities Fund,
        Ltd. has a financial incentive to sell our shares immediately upon
        receiving the shares to realize the profit between the
        discounted price and the market price. If Dutchess Private Equities Fund,
        Ltd. sells our shares, the price of our common stock may decrease.  If our
        stock price decreases, Dutchess Private Equities Fund, Ltd. may have a
        further incentive to sell such shares.  Accordingly, the discounted
        sales price in the Investment Agreement may cause the price of our
        common stock to decline.
 
 **Voting
        control of our common stock is possessed by Betty-Ann
        Harland.  Additionally, this concentration of ownership could
        discourage or prevent a potential takeover of Global Wataire that might
        otherwise result in your receiving a premium over the market price for your
        common stock.**
  The
        voting control of our common stock is in Betty-Ann Harland, our chairman
        and
        wife of Sydney A. Harland, our president and Chief Executive
        Officer.  Ms. Harland owns 66,000 shares of our Series A preferred
        stock and 1,000,000 shares of our Series B preferred stock.  A holder
        of shares of our Series A preferred stock is entitled to the number of votes
        equal to the number of shares of the Series A preferred stock held by such
        holder multiplied by 200 on all matters submitted to a vote of our
        stockholders.  A holder of shares of the Series B preferred stock is
        entitled to the number of votes equal to the number of shares of the Series
        B
        preferred stock held by such holder multiplied by 500 on all matters submitted
        to a vote of our stockholders.  Consequently, as of the date of this
        report, Ms. Harland had the right to vote 513,000,000 shares of our common
        stock, a number in excess of our currently issued and outstanding shares
        of
        common stock.  The result of Ms. Harland’s voting control is that she
        has the ability to control all matters submitted to our stockholders for
        approval and to control our management and affairs, including extraordinary
        transactions such as mergers and other changes of corporate control, and
        going
        private transactions.  Additionally, this concentration of voting
        power could discourage or prevent a potential takeover of the Company that
        might
        otherwise result in your receiving a premium over the market price for your
        common stock.
   10
   **We
        may need to raise additional capital.  If we are unable to raise
        necessary additional capital, our business may fail or our operating results
        and
        our stock price may be materially adversely affected.**
  Because
        we are a newly operational company, we need to secure adequate
        funding.  If we are unable to obtain adequate funding, we may not be
        able to successfully develop and market our products and services and our
        business will most likely fail.  We do not have commitments for
        additional financing.  To secure additional financing, we may need to
        borrow money or sell more securities, which may reduce the value of our
        outstanding securities.  We may be unable to secure additional
        financing on favorable terms or at all.
  Selling
        additional stock, either privately or publicly, would dilute the equity
        interests of our stockholders.  If we borrow more money, we will have
        to pay interest and may also have to agree to restrictions that limit our
        operating flexibility.  If we are unable to obtain adequate financing,
        we may have to curtail business operations, which would have a material negative
        effect on operating results and most likely result in a lower stock
        price.
  **Our
        issuance of additional common stock in exchange for services or to repay
        debt,
        would dilute your proportionate ownership and voting rights and could have
        a
        negative impact on the market price of our common stock.**
  Our
        board
        may generally issue shares of common stock to pay for debt or services, without
        further approval by our stockholders based upon such factors as our board
        of
        directors may deem relevant at that time.  For the past three years
        and for the twelve month period ended August 31, 2007, we issued no common
        stock
        for debt.  For the past four years ended August 31, 2007, we issued a
        total of 2,316,325 shares in payment for services.  It is likely that
        we will issue additional securities to pay for services and reduce debt in
        the
        future.  It is possible that we will issue additional shares of common
        stock under circumstances we may deem appropriate at the time.
  **The
        elimination of monetary liability against our directors, officers and employees
        under our articles of incorporation and the existence of indemnification
        rights
        to our directors, officers and employees may result in substantial expenditures
        by Global Wataire and may discourage lawsuits against our directors, officers
        and employees.**
  Our
        articles of incorporation contain provisions, which eliminate the liability
        of
        our directors for monetary damages to the Comapny and our
        stockholders.  Our bylaws also require that we indemnify our officers
        and directors.  We may also have contractual indemnification
        obligations under our agreements with our directors, officers and
        employees.  The foregoing indemnification obligations could result in
        the Company incurring substantial expenditures to cover the cost of settlement
        or damage awards against directors, officers and employees, which we may
        be
        unable to recoup.  These provisions and resultant costs may also
        discourage the Company from bringing a lawsuit against directors, officers
        and
        employees for breaches of their fiduciary duties, and may similarly discourage
        the filing of derivative litigation by our stockholders against our directors,
        officers and employees even though such actions, if successful, might otherwise
        benefit the Company and our stockholders.
  **Our
        directors have the right to authorize the issuance of additional shares of
        our
        preferred stock and additional shares of our common stock.**
  Our
        directors, within the limitations and restrictions contained in our articles
        of
        incorporation and without further action by our stockholders, have the authority
        to issue shares of preferred stock from time to time in one or more series
        and
        to fix the number of shares and the relative rights, conversion rights, voting
        rights, and terms of redemption, liquidation preferences and any other
        preferences, special rights and qualifications of any such series.  We
        have no intention of issuing additional shares of preferred stock at the
        present
        time.  Any issuance of additional shares of preferred stock could
        adversely affect the rights of holders of our common stock.
  Should
        we
        issue additional shares of our common stock at a later time, each investor’s
        ownership interest in our stock would be proportionally reduced.  No
        investor will have any preemptive right to acquire additional shares of our
        common stock, or any of our other securities.
   11
  **If
        we fail to remain current on our reporting requirements, we could be removed
        from the OTC Bulletin Board, which would limit the ability of broker-dealers
        to
        sell our securities and the ability of stockholders to sell their securities
        in
        the secondary market.**
  The
        Company  is traded on the OTC Bulletin Board, and as
        such,  we must be current in our reports under Section 13 of the
        Exchange Act, in order to maintain our price quotation privileges on the
        OTC
        Bulletin Board.  If we fail to remain current on our reporting
        requirements, we could be removed from the OTC Bulletin Board.  As a
        result, the market liquidity for our securities could be adversely affected
        by
        limiting the ability of broker-dealers to sell our securities and the ability
        of
        stockholders to sell their securities in the secondary market.
  **Our
        common stock is subject to the “penny
        stock”
        rules of the SEC and the trading market in our securities is limited, which
        makes transactions in our stock cumbersome and may reduce the value of an
        investment in our stock.**
  The
        Securities and Exchange Commission has adopted Rule 15g-9 which establishes
        the
        definition of a “penny stock,” for the purposes relevant to the Company, as any
        equity security that has a market price of less than $5.00 per share or with
        an
        exercise price of less than $5.00 per share, subject to certain
        exceptions.  Inasmuch as the current bid and ask price of our common
        stock is less than $5.00 per share, our shares are classified as “penny stock”
under the rules of the SEC.  For any transaction involving a penny
        stock, unless exempt, the rules require:
  ·
              That
                  a broker or dealer approve a person’s account for transactions in penny
                  stocks; and
  ·
              The
                  broker or dealer receives from the investor a written agreement
                  to the
                  transaction, setting forth the identity and quantity of the penny
                  stock to
                  be purchased.
  In
        order
        to approve a person’s account for transactions in penny stocks, the broker or
        dealer must:
  ·
              Obtain
                  financial information and investment experience objectives of the
                  person;
                  and
  ·
              Make
                  a reasonable determination that the transactions in penny stocks
                  are
                  suitable for that person and the person has sufficient knowledge
                  and
                  experience in financial matters to be capable of evaluating the
                  risks of
                  transactions in penny stocks.
  The
        broker or dealer must also deliver, prior to any transaction in a penny stock,
        a
        disclosure schedule prescribed by the SEC relating to the penny stock market,
        which, in highlight form:
  ·
              Sets
                  forth the basis on which the broker or dealer made the suitability
                  determination; and
  ·
              That
                  the broker or dealer received a signed, written agreement from
                  the
                  investor prior to the transaction.
  Generally,
        brokers may be less willing to execute transactions in securities subject
        to the
“penny stock” rules.  This may make it more difficult for investors to
        dispose of our common stock and cause a decline in the market value of our
        stock.
  Disclosure
        also has to be made about the risks of investing in penny stocks in both
        public
        offerings and in secondary trading and about the commissions payable to both
        the
        broker-dealer and the registered representative, current quotations for the
        securities and the rights and remedies available to an investor in cases
        of
        fraud in penny stock transactions.  Finally, monthly statements have
        to be sent disclosing recent price information for the penny stock held in
        the
        account and information on the limited market in penny stocks.
  **The
        market for penny stocks has suffered in recent years from patterns of fraud
        and
        abuse.**
  Stockholders
        should be aware that, according to SEC Release No. 34-29093, the market for
        penny stocks has suffered in recent years from patterns of fraud and
        abuse.  Such patterns include:
   12
   ·
              Control
                  of the market for the security by one or a few broker-dealers that
                  are
                  often related to the promoter or
                  issuer;
  ·
              Manipulation
                  of prices through prearranged matching of purchases and sales and
                  false
                  and misleading press releases;
  ·
              Boiler
                  room practices involving high-pressure sales tactics and unrealistic
                  price
                  projections by inexperienced sales
                  persons;
  ·
              Excessive
                  and undisclosed bid-ask differential and markups by selling
                  broker-dealers; and
  ·
              The
                  wholesale dumping of the same securities by promoters and broker-dealers
                  after prices have been manipulated to a desired level, along with
                  the
                  resulting inevitable collapse of those prices and with consequential
                  investor losses.
  Our
        management is aware of the abuses that have occurred historically in the
        penny
        stock market.  Although we do not expect to be in a position to
        dictate the behavior of the market or of broker-dealers who participate in
        the
        market, management will strive within the confines of practical limitations
        to
        prevent the described patterns from being established with respect to our
        securities.  The occurrence of these patterns or practices could
        increase the volatility of our share price.
  **Item
                  2.**
              **Description
                  of Property.**
  Our
        corporate office is located at 534 Delaware Avenue, Suite 412, Buffalo, New
        York
        14202, which we rent at the rate of $250.00 per month.  In addition,
        we use approximately 400 square feet of office space at 5050 DeSorel, Suite
        110
        Montreal, Quebec, Canada H4P 1G5.  We believe that all of our
        facilities are adequate for at least the next 12 months.  We expect
        that we could locate other suitable facilities at comparable rates, should
        we
        need more space.
  **Item
                  3.**
              **Legal
                  Proceedings.**
  We
        are
        not engaged in any other litigation, and we are unaware of any claims or
        complaints that could result in future litigation.  We will seek to
        minimize disputes with our customers but recognize the inevitability of legal
        action in today’s business environment as an unfortunate price of conducting
        business.
  **Item
                  4.**
              **Submission
                  of Matters to a Vote of Security
                  Holders.**
  None.
   13
   **PART
        II**
  **Item
                  5.**
              **Market
                  for Common Equity and Related Stockholder
                  Matters.**
  Since
        April 17, 2006, following the change in our corporate name from International
        Development Corp. to Global Wataire, Inc., our common stock has been quoted
        on
        the OTC Bulletin Board under the symbol “GWTE.OB.”  Beginning in July
        2001, until December 9, 2004, our symbol was “OZLU.OB.”  When we
        changed our corporate name from Ozolutions, Inc. to International Development
        Corp. on December 9, 2004, our symbol changed to “IDVL.OB.”  The
        following table sets forth, for the fiscal quarters indicated, the high and
        low
        bid prices.  These quotations reflect the closing inter-dealer prices,
        without mark-up, mark-down or commission, and may not represent actual
        transactions.  In reviewing the quotations, you should take into
        account that our common stock was the subject of a one for 1,000 reverse
        split
        on April 14, 2006.  See “Description of Business.”  The
        effect of the reverse split was that our shares following the reverse split
        on
        April 14, 2006 are quoted at a price, which should be higher than that which
        obtained before the reverse split.
  **High**
              
              
              **Low****Fiscal
                  2005 Quarter Ended:**
                November
                  30, 2004
                February
                  29, 2005
                May
                  31, 2005
                August
                  31, 2005
              
              $
                $
                $
                $
              0.
                  01
                0.0024
                0.0007
                0.0007
              
              
              $
                $
                $
                $
              0.01
                0.0022
                0.0006
                0.0006**Fiscal
                  2006 Quarter Ended:**November
                  30, 2005
                February
                  28, 2006
                May
                  31, 2006
                August
                  31, 2006
              
              $
                $
                $
                $
              0.0015
                0.0008
                1.01
                0.51
              
              
              $
                $
                $
                $
              0.0006
                0.0003
                0.
                  18
                0.12**Fiscal
                  2007 Quarter Ended:**November
                  30, 2006
                February
                  28, 2007
                May
                  31, 2007
                August
                  31, 2007
              
              $
                $
                $
                $
              0.51
                0.
                  71
                0.40
                0.13
              
              
              $
                $
                $
                $
              0.14
                0.16
                0.14
                0.11
 
  We
        currently have 24,584,571 shares of our common stock outstanding.  Our
        shares of common stock are held by approximately 1,667 stockholders of
        record.  The number of record holders was determined from the records
        of our transfer agent and does not include beneficial owners of our common
        stock
        whose shares are held in the names of various securities brokers, dealers,
        and
        registered clearing agencies.  There is no trading market for the
        shares of our preferred stock.
  We
        have
        never declared or paid any cash dividends on our common stock.  We do
        not anticipate paying any cash dividends to stockholders in the foreseeable
        future.  In addition, any future determination to pay cash dividends
        will be at the discretion of our board of directors and will be dependent
        upon
        our financial condition, results of operations, capital requirements, and
        such
        other factors as the board deem relevant.
  **Recent
        Sales of Unregistered Securities**
  None.
   14
   **Securities
        Authorized for Issuance under Equity Compensation Plans**
  **Plan
                  Category**
              
              **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
              
              
              **Weighted-average
                  exercise price of outstanding options, warrants and
                  rights**
              
              
              **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))****(a)**
              
              
              **(b)**
              
              
              **(c)****Equity
                  compensation plans approved by security holders**
              
              
              3,000,000
              
              
              $.13
              
              
              -0-**Equity
                  compensation plans not approved by security
                  holders**
              
              
              -0-
              
              
              $-0-
              
              
              -0-**Total**
              
              
              -0-
              
              
              -0-
              
              
              -0-
 
  **Purchases
        of Equity Securities by the Registrant and Affiliated
        Purchasers**
  There
        were no purchases of our equity securities by the Company or any affiliated
        purchasers during any month within the fourth quarter of the fiscal year
        covered
        by this Annual Report.
  **Item
        6. Management’s
        Discussion and Analysis or Plan of Operation.**
  **SPECIAL
        NOTE REGARDING FORWARD-LOOKING STATEMENTS**
  In
        this
        report, we make a number of statements, referred to as “forward-looking
        statements” which are intended to convey our expectations or predictions
        regarding the occurrence of possible future events or the existence of trends
        and factors that may impact our future plans and operating
        results.  We note, however, that these forward-looking statements are
        derived, in part, from various assumptions and analyses we have made in the
        context of our current business plan and information currently available
        to the
        Companyand in light of our experience and perceptions of historical trends,
        current conditions and expected future developments and other factors we
        believe
        to be appropriate in the circumstances.
  You
        can
        generally identify forward-looking statements through words and phrases such
        as
“seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,”
“budget,” “project,” “may be,” “may continue,” “may likely result,” and similar
        expressions.  When reading any forward-looking statement you should
        remain mindful that all forward-looking statements are inherently uncertain
        as
        they are based on current expectations and assumptions concerning future
        events
        or future performance of the Company, and that actual results or developments
        may vary substantially from those expected as expressed in or implied by
        that
        statement for a number of reasons or factors, including those relating
        to:
  ·
              Whether
                  or not markets for our products and services develop and, if they
                  do
                  develop, the pace at which they
                  develop;
  ·
              Our
                  ability to attract and retain the qualified personnel to implement
                  our
                  growth strategies;
  ·
              Our
                  ability to fund our short-term and long-term financing
                  needs;
  ·
              Competitive
                  factors;
  ·
              General
                  economic conditions;
  ·
              Changes
                  in our business plan and corporate strategies;
                  and
    15
   ·
              Other
                  risks and uncertainties discussed in greater detail in the sections
                  of
                  this report, including those captioned “Risk Factors” and “Management’s
                  Discussion and Analysis or Plan of Operations.” Readers are cautioned not
                  to place undue reliance on the forward-looking statements contained
                  herein, which speak only as of the date hereof.  We believe the
                  information contained in this Form 10-KSB to be accurate as of
                  the date
                  hereof.  Changes may occur after that date.  We will
                  not update that information except as required by law in the normal
                  course
                  of our public disclosure practices.
  ·
              Additionally,
                  the following discussion regarding our consolidated financial condition
                  and results of operations should be read in conjunction with the
                  consolidated financial statements and related notes contained in
                  Item 1 of
                  Part I of this Form 10-KSB, as well as the consolidated financial
                  statements in Item 7 of Part II of our Form 10-KSB for the fiscal
                  year
                  ended August 31, 2006.
  Each
        forward-looking statement should be read in context with, and with an
        understanding of, the various other disclosures concerning Global Wataire
        and
        our business made elsewhere in this report as well as other pubic reports
        filed
        with the United States Securities and Exchange Commission.  You should
        not place undue reliance on any forward-looking statement as a prediction
        of
        actual results or developments.  We are not obligated to update or
        revise any forward-looking statement contained in this report to reflect
        new
        events or circumstances unless and to the extent required by applicable
        law.
  **Overview**
  *Plan
        of Operations.*  Our proposed plan of operations for the next 12
        months is to further develop our plans to make acquisitions, achieve
        profitability and improve the availability of working capital.  We
        have identified the following steps in order to accomplish the
        plan:
  ·
              First*,*we must control and in some cases reduce general and administrative
                  expenses while growing our
                  business.
  ·
              Second*,*we must find additional sources of working capital, through
                  both debt
                  and equity transactions, to fund our day to day operations as well
                  as
                  acquisitions.
  *Profitability*.  Profitability
        is directly dependent upon our ability to manage our business consistent
        with
        our business strategy, which is described in “Description of Business” in this
        report.
  **Results
        of Operations**
  Since
        we
        have made a significant change in our business and management, the results
        of
        our previous operations may not be material to our future
        operations.  However, the previous results of operations may be
        relevant to an investor’s decision to purchase shares of our common stock
        offered hereby.  Any potential investor should be aware that we have
        ceased all previous business and will focus on trying to develop and market
        our
        advisory services or possible other business opportunities.
  ***Comparison
        of consolidated results of operations for the years ended August 31, 2007
        and
        August 31, 2006***
  Revenue
          for the year ending August 31, 2007 was $61,750. These revenues were
          professional services for locating OTCBB shell’s for suitable
          mergers.  Due to the Sale of Freshwater Technologies, revenues for the
          year ended August 31, 2006, was $ -0-.  Cost of goods sold was
          $-0- for each of the years ending August 31, 2007 and 2006,
          respectively.  Gross profit was $61,750 and $-0- for fiscal 2007 and
          2006, respectively.
  The
          net
          loss for the year ended August 31, 2007 was $1,407,124 compared to a net
          loss of
          $263,996 for the year ended August 31, 2006.  Expenses for the year
          ended August 31, 2007 increased $1,010,136 over the year ended August 31,
          2006.  Increases in total expenses can be directly attributable to
          compensation expense of stock options of $389,953, an increase in consulting
          fees of $220,000 and an increase in general and administrative costs of
          $334,515, which, can be directly attributable to increases in the costs
          of other
          consulting fees of 73,000, director’s compensation expense of $208,000 and
          directors fees of 30,000. Interest expense for the year ended August 31,
          2007
          increased $15,668 over fiscal 2006 as a result of the increase in the
          outstanding balances owing to directors and a stockholder.   As
          mentioned above, the sale of Freshwater Technologies provided a gain to
          the
          company of $194,742 for the year ended August 31, 2006.
   16
   **Liquidity
        and Capital Resources**
  ***Comparison
        for the fiscal years ended August 31, 2007 and August 31,
        2006***
  Our
        operations used approximately $529,000 in cash during the year ended August
        31,
        2007.  Cash required during the year ended August 31, 2007 came
        principally from the proceeds from issuance of Regulation S shares of
        $948,000.  Directors and stockholder advances were repaid in the
        amount of $171.000.
  In
        pursuing our marketing and sale of our products under our new business plan,
        we
        estimate our operational expenses during the next 12 months will be
        approximately $2,500,000.
  As
        discussed by our accountants in the audited financial statements included
        in
        this report, our revenues are currently insufficient to cover our costs and
        expenses and our lack of sources of revenue raise substantial doubts about
        our
        ability to continue as a going concern.
  Pursuant
        to this report, we are attempting to raise additional capital.  In
        addition, certain of our directors and stockholders may continue to provide
        the
        Company with the funds needed to continue our development and
        operations.  To the extent our revenue shortfall exceeds our capital
        raising efforts and the willingness and ability of our directors and
        stockholders to continue providing the Company with the funds needed, we
        anticipate raising any necessary capital from other outside investors coupled
        with bank or mezzanine lenders.  As of the date of this report, we
        have not entered into any negotiations with any third parties to provide
        such
        capital.
  We
        anticipate that our current financing strategy of private debt and equity
        offerings will meet our anticipated objectives and business operations for
        the
        next 12 months.  Subject to our ability to obtain adequate financing
        at the applicable time, we may enter into definitive agreements on one or
        more
        of those opportunities.
  **Regulation
        S Offering in Europe**
  On
        October 23, 2006, we began an offering of shares of our common stock to European
        investors, pursuant to Regulation S promulgated under the Securities
        Act.  15,000,000 shares were offered at $0.50 per share. The shares
        weresold in the offshore transactions to non-U.S. persons who were qualified
        investors and who were deemed acceptable by the Company.
  The
          shares were sold on a “best efforts” basis on the Berlin Stock Exchange in
          Berlin, Germany through various authorized selling agents.  All cash
          payments for the shares were immediately available for use by the Company
          without the use of any escrow agent.
  The
          subscription period began on October 23, 2006 and terminated on January 31,
          2007. On August 3, 2007 we added an additional 5,000,000 shares to share
          offering for a total of 15,000,000 shares to be offered on the Berlin Stock
          Exchange. As a result of the offering the Company sold 10,408,233 shares
          and
          raised $947,927 after stock issuance costs.
  **Application
        of Critical Accounting Policies**
  Our
        financial statements and accompanying notes are prepared in accordance with
        generally accepted accounting principles in the United
        States.  Preparing financial statements requires management to make
        estimates and assumptions that impact the reported amounts of assets,
        liabilities, revenue, and expenses.  These estimates and assumptions
        are affected by management’s application of accounting
        policies.  Critical accounting policies include revenue recognition
        and impairment of long-lived assets.
  We
        recognize revenue in accordance with Staff Accounting Bulletin No.101, “Revenue
        Recognition in Financial Statements.”  Sales are recorded when
        products are shipped to customers.  Provisions for discounts and
        rebates to customers, estimated returns and allowances and other adjustments
        are
        provided for in the same period the related sales are recorded.
  We
        evaluate our long-lived assets for financial impairment on a regular basis
        in
        accordance with Statement of Financial Accounting Standards No. 144, “Accounting
        for the Impairment or Disposal of Long-Lived Assets” which evaluates the
        recoverability of long-lived assets not held for sale by measuring the carrying
        amount of the assets against the estimated discounted future cash flows
        associated with them.  At the time such evaluations indicate that the
        future discounted cash flows of certain long-lived assets are not sufficient
        to
        recover the carrying value of such assets, the assets are adjusted to their
        fair
        values.
   17
   **Stock-Based
        Compensation**
  In
        December 2002, the FASB issued SFAS No. 148 – “Accounting for Stock-Based
        Compensation - Transition and Disclosure.” This statement amends SFAS No. 123 –
“Accounting for Stock-Based Compensation,” providing alternative methods of
        voluntarily transitioning to the fair market value based method of accounting
        for stock based employee compensation.  FAS 148 also requires
        disclosure of the method used to account for stock-based employee compensation
        and the effect of the method in both the annual and interim financial
        statements.  The provisions of this statement related to transition
        methods are effective for fiscal years ending after December 15, 2002, while
        provisions related to disclosure requirements are effective in financial
        reports
        for interim periods beginning after December 31, 2002.
  We
        elected to continue to account for stock-based compensation plans using the
        intrinsic value-based method of accounting prescribed by APB No. 25, “Accounting
        for Stock Issued to Employees,” and related interpretations.  Under
        the provisions of APB No. 25, compensation expense is measured at the grant
        date
        for the difference between the fair value of the stock and the exercise
        price.
  **Off-Balance
        Sheet Arrangements**
  We
        do not
        have any off-balance sheet arrangements.
  **Item
                  7.**
              **Financial
                  Statements.**
  The
        financial statements and related notes are included as part of this Annual
        Report as indexed in the appendix on page F-1 through F-20.
  **Item
                  8.**
              **Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure.**
  None.
  **Item
                  8A.**
              **Controls
                  and Procedures.**
  Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed by us in the reports that
        we
        file or submit under the Exchange Act is recorded, processed, summarized
        and
        reported, within the time periods specified in the Securities and Exchange
        Commission's rules and forms.  Disclosure controls and procedures
        include, without limitation, controls and procedures designed to ensure that
        information required to be disclosed by us in the reports that we file under
        the
        Exchange Act is accumulated and communicated to our management, including
        our
        principal executive and financial officers, as appropriate to allow timely
        decisions regarding required disclosure.
  *Evaluation
        of Disclosure and Controls and Procedures.*  As of the end of the
        period covered by this Quarterly Report, we conducted an evaluation, under
        the
        supervision and with the participation of our chief executive officer and
        principal financial officer, of our disclosure controls and procedures (as
        defined in Rules 13a-15(e) of the Exchange Act).  Based on this
        evaluation, our Chief Executive Officer and principal financial officer
        concluded that our disclosure controls and procedures are effective to ensure
        that information required to be disclosed by us in reports that we file or
        submit under the Exchange Act is recorded, processed, summarized and reported
        within the time periods specified in Securities and Exchange Commission rules
        and forms.
  *Changes
        in Internal Controls over Financial Reporting.*  There was no
        change in our internal controls, which are included within disclosure controls
        and procedures, during our most recently completed fiscal quarter that has
        materially affected, or is reasonably likely to materially affect, our internal
        controls.
   18
   **Item
        8B.       Other
        Information**
  The
        Company has entered into the
        following material agreements, which are described in Item 10: Executive
        Compensation, under the caption “Employment Agreements:”
  ·
              Employment
                  Agreement between the Company and Betty-Ann Harland dated October
                  1,
                  2004
  ·
              Employment
                  Agreement between the Company and Sydney Harland dated August 23,
                  2007
  ·
              Employment
                  Agreement between the Company and Edmund Gorman dated August 23,
                  2007
  The
        Company has entered into the following material agreement, which is described
        in
        Item 1: Description of Business, under the caption “Transaction with Dutchess
        Private Equities Fund, Ltd:”
  ·
              Investment
                  Agreement between the Company and Dutchess Private Equities Fund,
                  Ltd.
  
  19
 
 **PART
        III**
  **Item
                  9.**
              **Directors
                  and Executive Officers of the
                  Registrant.**
  **Executive
        Officers and Directors**
  The
        following table furnishes the information concerning our directors and
        officers.
  **Name**
              **Age**
              **Position**
              **Director
                  Since**Betty-Ann
                  Harland
              55
              Chairman
              2004Sydney
                  A. Harland
              56
              President,
                  Chief Executive Officer  and Director
              2006Edmund
                  Gorman
              61
              Chief
                  Financial Officer, Secretary and Director
              2006Robert
                  Glassen
              60
              Director
              2006Arthur
                  N. Kelly
              45
              Director
              2004Richard
                  Proulx
              53
              Director
              2005Mark
                  Hollingworth
              48
              Vice
                  President
              N/A
 
  The
        members of our board of directors are subject to change from time to time
        by the
        vote of the stockholders at special or annual meetings to elect
        directors.  The number of the directors may be fixed from time to time
        by resolution duly passed by our board.  Each director is elected for
        a period of one year at the annual meeting of our stockholders, and will
        hold
        office for the term for which elected and until his successor is elected
        and
        qualified or until his earlier death, resignation or
        removal.  Vacancies and newly created directorships resulting from any
        increase in the number of authorized directors may generally be filled by
        a
        majority of the directors then remaining in office.  The directors
        elect officers annually.  Betty-Ann Harland and Sydney A. Harland are
        married.  Otherwise, there are no family relationships among our
        directors and officers.
  We
        may
        employ additional management personnel, as our board of directors deems
        necessary.  We have not identified or reached an agreement or
        understanding with any other individuals to serve in management positions,
        but
        do not anticipate any problem in employing qualified staff.
  A
        description of the business experience during the past several years for
        each of
        our directors and executive officers is set forth below.
  Betty-Ann
        Harland has 31 years of experience in a variety of senior management
        positions.  Prior to joining our board, she was vice-president of
        Ameri-can Equipment Sales and Leasing.  From 1988 to 1993, she worked
        in finance and insurance and sales consulting for Decarie Motors, of Montreal,
        Quebec.  From 1994 until 1995, she was a finance and insurance
        specialist for Addison Bay, of Toronto, Ontario.
  Sydney
        A. Harland has over 20 years of business experience, primarily in management
        of new innovative product solutions, in the railway, telecommunications,
        electrical utilities and mining industries.  Mr. Harland is an
        entrepreneur who ran his own company, Ameri-Can Equipment Sales & Leasing
        Inc. for almost 20 years – until 2005.  Between 1995 and 2000, Mr.
        Harland also worked on a consulting basis for Ontario Power Generation’s
        technology lab where he was mandated to develop marketing and commercialization
        plans for OPG’s specialized technology and customer service
        offerings.  In 1998 he co-founded ARS Networks and served as chairman,
        president and chief executive officer on a consulting basis.  ARS was
        a fully reporting publicly traded company that was engaged in the design
        and
        development of advanced railway communications and data management systems.
        He
        holds two patents and has been elected a member of the Canadian Institute
        of Marketing and the American Railway Engineering and Maintenance-of-Way
        Association.
  Edmund
        Gorman has 30 years of progressing experience in corporate finance,
        organizational development and strategic planning.  In 1973 he joined
        Delloite Touche and in 1978 moved to Morrison Knudsen Corporation in Boise,
        Idaho, where he worked for almost 20 years in various executive positions,
        starting with the company as international legal and tax counsel he rose
        to
        become senior vice president, chief financial officer and
        treasurer.
    20
    In
        1995,
        Mr. Gorman joined American Ecology Corporation of Houston, Texas, a NASDAQ
        company specializing in nuclear, medical waste hazardous waste disposal,
        serving
        first as a chief financial officer and then president and chief operating
        officer.  In 1997, Mr. Gorman founded E.J Gorman & Associates, a
        financial and legal consulting firm specializing in project financing, company
        start-ups and organizational development.  He holds degrees of
        Bachelor of Science and Doctor of Jurisprudence from the University of Oregon
        and a Post Doctorate (L.L.M.) in Law from New York University.
  Robert
        Glassen served as a member of the Florida House of Representatives Staff,
        House Natural Resources Committee, Tallahassee, Florida.  In 1978 he
        joined Dames & Moore, Boca Raton, Florida, as a Senior
        Geologist.  In 1985, he joined O.H. Materials Corporation (OHM) as a
        Regional Manager.  In 1990 he joined Steffen, Robertson and Kirsten
        US, Inc. (a company specializing in environmental and engineering consulting
        for
        the mining industry) as executive vice-president and chief operating
        officer.  In 1993 he was recruited by Ogden Environmental where he was
        a vice president and general manager of their Oak Ridge, Tennessee
        office.  In 1997, he joined SCIENTECH, Inc. where he served as a
        general manager of Grant Environmental, general manager of the Utility Security
        Services Division, and vice president, sales and marketing on assignment
        with
        Ontario Power Generation’s Kinectrics subsidiary.  From 2002 to
        present, he was president of Timberline Ridge Consulting, where he was a
        consultant to Enertech (a division of Curtiss Wright) identifying opportunities
        and executing nationwide sales of engineering and technical service to U.S.
        nuclear power plants.  He holds degrees of Bachelor of Arts from
        Villanova University of Pennsylvania, a Masters degree from the University
        of
        Virginia and has completed post graduate studies in geology at Florida State
        University.
  Arthur
        N. Kelly has 18 years of marketing, sales and management experience and is
        currently vice president of sales-North America for ELTEK Energy where he
        is
        responsible for the development and growth of all ELTEK Energy sales in the
        U.S
        and Canadian markets.  He attended Concordia University in Montreal
        where he earned his bachelor of business administration degree.  Mr.
        Kelly held various sales and management positions with Marconi Communications
        from 1988 to 2001 where he was responsible for sales of power generation
        and
        communication supplies to major North American communications
        companies.  Mr. Kelly was a sales a manager for S.N.P Associates in
        France from 1986 to 1988 and also district sales manager for Pylon Electronics
        in Montreal, Quebec from 1985 to 1986.
  Richard
        Proulx has a background in marketing and sales and presently is director of
        sales of Cash Acme, Canada, a division of Reliance Manufacturing, a world-wide
        Australian based specialty water valve manufacturer supplying its products
        to
        the commercial and residential building industry.  Prior to joining
        Cash Acme, Canada, Mr. Proulx was North American sales manager for Reliance
        Manufacturing’s product launch and North American distribution
        network.  From 1998 to 2002, he was general sales manager of IIG
        Specialties responsible for introducing new industrial products to the North
        American market and managing U.S and Canadian sales operations for existing
        product lines.  From 1985 to 1997, Mr. Proulx was president and
        founder of Terval Sales and Services, a plumbing and heating manufacturer's
        sales agency in Toronto.  He received his C.E.T. in mechanical
        building sciences from St. Laurent College in 1974 and his diplomas in business
        administration from Vanier College in 1976.
  Mark
        Hollingworth is the founder of 5i Strategic Affairs, a management consulting
        firm specializing in leading and facilitating the strategic planning and
        implementation process for blue chip and promising start up
        companies.  Recent clients have included the Government of Canada,
        Hydro-Quebec, Ivaco Inc, Kruger Inc, McGill University, Option Consommateurs,
        Setym International, and many other smaller companies and
        start-ups.  Mr. Hollingsworth also lectures at McGill University where
        he teaches Strategic Management/Leadership, Technological Entrepreneurship
        and
        Technology Impact Assessment in several different faculties.  He is
        the author of the book “Growing People, Growing Companies” and has also had
        articles published in the Globe & Mail and the Ivey Business
        Journal.
  
 21
  **Committees
        of the Board of Directors**
  *Compensation
        Committee.*  Our board of directors has created a compensation
        committee which makes recommendations to the board of directors concerning
        salaries and compensation for our executive officers and
        employees.  The members of the committee are Arthur Kelly, as
        chairman, and Richard Proulx.  We have adopted a charter for the
        compensation committee.
  *Audit
        Committee.*  Our board of directors has created an audit committee
        which is directly responsible for the appointment, compensation, and oversight
        of the work of any registered public accounting firm employed by the Company
        (including resolution of disagreements between our management and the auditor
        regarding financial disclosure) for the purpose of preparing or issuing an
        audit
        report or related work.  The audit committee also reviews and
        evaluates our internal control functions.  The members of the
        committee are Arthur Kelly, as chairman, and Richard Proulx.  We have
        adopted a charter for the audit committee.
  Audit
        committee members shall meet the requirements of the National Association
        of
        Securities Dealers and the criteria set forth below.  The audit
        committee shall be comprised of two or more directors as determined by the
        board
        of directors, each of whom shall be independent non-executive directors,
        free
        from any relationship that would interfere with the exercise of his independent
        judgment.  All members of the audit committee shall have a basic
        understanding of finance and accounting and be able to read and understand
        fundamental financial statements, and at least one member of the audit committee
        shall have accounting or related financial management expertise.
  Specifically,
        the audit committee:
  ·
              Review
                  and reassess the adequacy of its charter at least
                  annually.  Submit the charter to the board of directors for
                  approval and have the document published at least every three years
                  in
                  accordance with the Securities and Exchange Commission
                  regulations.
  ·
              Review
                  our annual audited financial statements prior to filing or
                  distribution.  Review should include discussion with management
                  and independent auditors of significant issues regarding accounting
                  principles, practices and
                  judgments.
  ·
              In
                  consultation with the management and the independent auditors,
                  consider
                  the integrity of the Company’s financial reporting processes and
                  controls.  Discuss significant financial risk exposures and the
                  steps management has taken to monitor, control and report such
                  exposures.  Review significant findings prepared by the
                  independent auditors together with management’s responses including the
                  status of previous recommendations.
  ·
              The
                  independent auditors are ultimately accountable to the audit committee
                  and
                  the board of directors.  The audit committee shall review the
                  independence and performance of the auditors and annually recommend
                  to the
                  board of directors the appointment of the independent auditors
                  or approve
                  any discharge of auditors when circumstances
                  warrant.
  ·
              Approve
                  the fees and other significant compensation to be paid to the independent
                  auditors.
  ·
              On
                  an annual basis, the audit committee should review and discuss
                  with the
                  independent auditors all significant relationships they have with
                  the
                  Company that could impair the auditors’
                  independence.
  ·
              Review
                  the independent auditors’ audit plan, and discuss scope, staffing,
                  locations, reliance upon management and internal audit and general
                  audit
                  approach.
  ·
              Prior
                  to releasing the year-end earnings, discuss the results of the
                  audit with
                  the independent auditors.  Discuss certain matters required to
                  be communicated to audit committees in accordance with the American
                  Institute of Certified Public Accountants Statement of Auditing
                  Standards
                  No. 61.
  ·
              Consider
                  the independent auditors’ judgment about the quality and appropriateness
                  of our accounting principles as applied in its financial
                  reporting.
   22
  The
        members of the audit committee are independent as defined under Rule 4200(a)(15)
        of the NASD’s listing standards.
  Our
        board
        of directors has determined that Mr. Kelly is a financial expert.  In
        addition, Mr. Kelly is independent, as that term is used in Item 7(d)(3)(iv)
        of
        Schedule 14A under the Securities Exchange Act of 1934.  In order to
        be considered to be independent, a member of an audit committee of a listed
        issuer that is not an investment company may not, other than in his or her
        capacity as a member of the audit committee, the board of directors, or any
        other board committee:
  ·
              Accept
                  directly or indirectly any consulting, advisory, or other compensatory
                  fee
                  from the issuer or any subsidiary thereof, provided that, unless
                  the rules
                  of the national securities exchange or national securities association
                  provide otherwise, compensatory fees do not include the receipt
                  of fixed
                  amounts of compensation under a retirement plan (including deferred
                  compensation) for prior service with the listed issuer (provided
                  that such
                  compensation is not contingent in any way on continued service);
                  or
  ·
              Be
                  an affiliated person of the issuer or any subsidiary
                  thereof.
  As
        defined by the Exchange Act, an audit committee financial expert means a
        person
        who has the following attributes:
  ·
              An
                  understanding of generally accepted accounting principles and financial
                  statements;
  ·
              The
                  ability to assess the general application of such principles in
                  connection
                  with the accounting for estimates, accruals and
                  reserves;
  ·
              Experience
                  in preparing, auditing, analyzing or evaluating financial statements
                  that
                  present a breadth and level of complexity of accounting issues
                  that are
                  generally comparable to the breadth and complexity of issues that
                  can
                  reasonably be expected to be raised by our financial statements,
                  or
                  experience actively supervising one or more persons engaged in
                  such
                  activities;
  ·
              An
                  understanding of internal controls and procedures for financial
                  reporting;
                  and
  ·
              An
                  understanding of audit committee
                  functions.
  Mr.
        Kelly
        has acquired the status of financial expert through experience actively
        supervising a principal financial officer, principal accounting officer,
        controller, public accountant, auditor or person performing similar functions,
        and overseeing or assessing the performance of companies or public accountants
        with respect to the preparation, auditing or evaluation of financial
        statements.
  *Nominating
        Committee.*  Our board of directors has created a nominating
        committee which exercises the power and authority to recommend the appropriate
        size and composition of our board, nominees for election to our board, and
        nominees for election to the committees.  We have not yet formed the
        committee.  We have adopted a charter for the nominating
        committee.
  *Executive
        Committee.*  Our board of directors has created an executive
        committee which exercises all the powers and authority of our board between
        regular or special meetings of the board in the management of our business
        and
        affairs, except to the extent limited by Nevada law.  We have not yet
        formed the committee.  We have adopted a charter for the executive
        committee.
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
  Under
        Section 16(a) of the Exchange Act, our directors and certain of our officers,
        and persons holding more than 10 percent of our common stock are required
        to
        file forms reporting their beneficial ownership of our common stock and
        subsequent changes in that ownership with the United States Securities and
        Exchange Commission.  Such persons are also required to furnish Global
        Wataire with copies of all forms so filed.
   23
   Based
        solely upon a review of copies of such forms filed on Forms 3, 4, and 5,
        and
        amendments thereto furnished to us, we believe that as of the date of this
        report, our executive officers, directors and greater than 10 percent beneficial
        owners complied on a timely basis with all Section 16(a) filing
        requirements.
  **Code
        of Ethics**
  We
        have
        adopted a code of ethics that applies to our principal executive officer,
        principal financial officer, principal accounting officer or controller,
        or
        persons performing similar functions.  The code of ethics is designed
        to deter wrongdoing and to promote:
  ·
              Honest
                  and ethical conduct, including the ethical handling of actual or
                  apparent
                  conflicts of interest between personal and professional
                  relationships;
  ·
              Full,
                  fair, accurate, timely, and understandable disclosure in reports
                  and
                  documents that we file with, or submit to, the SEC and in other
                  public
                  communications made by the Company;
  ·
              Compliance
                  with applicable governmental laws, rules and
                  regulations;
  ·
              The
                  prompt internal reporting of violations of the code to an appropriate
                  person or persons identified in the code;
                  and
  ·
              Accountability
                  for adherence to the code.
  We
        will
        provide to any person without charge, upon request, a copy of our code of
        ethics.  Any such request should be directed to our corporate
        secretary at 534 Delaware Avenue, Suite 412, Buffalo, New York 14202, telephone
        (716) 332 7150.
  **Item
                  10.**
              **Executive
                  Compensation.**
  The
        following table provides certain summary information concerning the compensation
        earned by the named executive officers (determined as of the end of the last
        fiscal year) for services rendered in all capacities to Global Wataire and
        our
        subsidiaries for the fiscal years ended August 31, 2007, 2006 and
        2005.
  24
 
 **Summary
        Compensation Table**
  **Name
                    and Principle Position**
                **Year**
                **Annual
                    Compensation**
                **Long
                    Term Compensation****Salary**
                **Bonus**
                **Other
                    Annual Compensation**
                **Awards**
                **Payouts****Restricted
                    Stock**
                  **Award(s)
                    (US$)**
                **Securities
                    Underlying Options/SARs (#)**
                **LTIP
                    Payouts (US$)**Sydney
                    Harland
                  Chief
                    Executive Officer
                  and
                    Director
                  
                  Betty
                    Harland (1)
                  and
                    Director
                  
                  
                  
                  Edmund
                    Gorman
                  Chief
                    Financial Officer
                  
                  
                  Mark
                    Hollingworth
                  Vice
                    President
                2007
                  2006
                  2005
                  
                  2007
                  2006
                  2005
                  
                  
                  2007
                  2006
                  2005
                  
                  2007
                0
                  0
                  N/A
                  
                  0
                  0
                  0
                  
                  
                  N/A
                  N/A
                  N/A
                  
                  0
                0
                  0
                  N/A
                  
                  0
                  0
                  0
                  
                  
                  N/A
                  N/A
                  N/A
                  
                  0
                $334,333
                  0
                  N/A
                  
                  $237,000
                  $232,000
                  $251,667
                  
                  
                  $63,000
                  N/A
                  N/A
                  
                  0
                0
                  0
                  N/A
                  
                  0
                  0
                  0
                  
                  
                  N/A
                  N/A
                  N/A
                  
                  0
                500,000
                  0
                  N/A
                  
                  500,000
                  0
                  0
                  
                  
                  N/A
                  N/A
                  N/A
                  
                  0
                0
                  0
                  N/A
                  
                  0
                  0
                  0
                  
                  
                  N/A
                  N/A
                  N/A
                  
                  0
   (1)
              Ms.
                  Harland’s employment contract commenced on October 1,
                  2004.
 
 (2)
              Mr.
                  Robertson and Mr. Weissengruber’s contracts were terminated in
                  2006.
  We
        have
        no long-term incentive compensation plans for our executive officers and
        employees.  In addition, we do not award stock appreciation rights or
        long term incentive plan pay-outs
  On  August 23, 2007 the Company entered in employment contracts with
        Messrs Harland and Gorman
  **Options
        Granted In First Quarter of  Fiscal 2007**
  On  July
        25, 2007 each member of the Board of Directors was granted as compensation
        for
        services options to buy 500,000 shares of the Company’s common stock at the last
        quoted common stock offering price as of that day.
  **Compensation
        of Directors**
  In
        the
        fiscal year ended August 31, 2007, we paid  $5,000 each to our
        non-employee directors  as compensation  for their services
        as directors.  On July 25, 2007, each member of the Board of Directors
        was granted as compensation for services, options to buy 500,000 shares of
        the
        Company’s common stock at the last quoted common stock offering price as of that
        day.
  
 25
  **Employment
        Agreements**
  On
        October 1, 2004, the Company  executed an agreement with Ms. Harland
        whereby she would perform various consulting services to the Company for
        a
        period of five years commencing on October 1, 2004.  Our board of
        directors will review this agreement  from time to time.
  On
        August
        23, 2007 the Company entered into an employment agreement with Mr. Harland
        to
        serve as President and Chief Executive Officer for a period of 5 years. On
        the
        same date the Company entered into an employment agreement with Mr. Gorman
        to
        serve as Chief Financial Officer for a period of 2 years.
  **Item
                  11.**
              **Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.**
  The
        following table presents information regarding the beneficial ownership of
        all
        shares of our common stock by:
  ·
              Each
                  person who owns beneficially more than five percent of the outstanding
                  shares of our common stock;
  ·
              Each
                  person who owns beneficially outstanding shares of our preferred
                  stock;
  ·
              Each
                  director;
  ·
              Each
                  named executive officer; and
  ·
              All
                  directors and officers as a group.
  **Name
                    of Beneficial Owner (1)**
                **Shares
                    of Common Stock Beneficially Owned (2)**
                **Shares
                    of Preferred Stock Beneficially Owned (2)****Number**
                **Percent**
                **Number**
                **Percent**Betty-Ann
                    Harland (3) (5)
                    (6)
                5,000,000
                25
                1,000,000
                100Betty-Ann
                    Harland (4) (5)
                    (6)
                -0-
                -0-
                66,000
                66Sydney
                    A. Harland (5)
                -0-
                -0-
                -0-
                -0-Edmund
                    Gorman
                -0-
                -0-
                -0-
                -0-Robert
                    Glassen
                -0-
                -0-
                -0-
                -0-Arthur
                    N. Kelly
                -0-
                -0-
                -0-
                -0-Richard
                    Proulx
                -0-
                -0-
                -0-
                -0-Mark
                    Hollingworth
                -0-
                -0-
                -0-
                -0-All
                    officers and directors as a group (seven persons)
                5,000,000
                25
                1,066,000
  (1)
                Unless
                    otherwise indicated, the
                    address for each of these stockholders is c/o Global Wataire,
                    534 Delaware
                    Avenue, Suite 412, Buffalo, New York 14202.  Also, unless
                    otherwise indicated, each person named in the table above has
                    the sole
                    voting and investment power with respect to our shares of common
                    stock
                    which he beneficially owns.
 (2)
                Beneficial
                    ownership is
                    determined in accordance with the rules of the Securities and
                    Exchange
                    Commission.  As of the date of this report, there were issued
                    and outstanding20,191,637shares of our common stock,66,000shares of our Series A preferred
                    stock, 1,000,000 shares of our Series B preferred Stock and-0-of our Series C preferred
                    stockand
                    -0- of our Series D preferred
                    stock.
 (3)
                Series
                    B preferred
                    stock.
 (4)
                Series
                    A preferred
                    stock.
 (5)
                Mr.
                    Harland and Ms. Harland are
                    married.
 (6)
                Betty-Ann
                    Harland is chairman of
                    our board of directors.  She holds5,000,000shares of our common stock,66,000
                    shares of our Series A
                    preferred stock and 1,000,000 shares of our Series B preferred
                    stock, the
                    ownership of which gives her the power to vote 513,000,000 shares
                    of our
                    common stock, which number exceeds the majority of the issued
                    and
                    outstanding shares of the common stock on the date of this
                    report.
  Other
        as
        stated above:
  ·
              There
                  are no arrangements, known to us, including any pledge by any person
                  of
                  our securities, the operation of which may at a subsequent date
                  result in
                  a change in control of the Company;
                  and
   26
   ·
              There
                  are no arrangements or understandings among members of both the
                  former and
                  the new control groups and their associates with respect to election
                  of
                  directors or other matters.
  **Item
                  12.**
              **Certain
                  Relationships and Related
                  Transactions.**
  On
          September 23, 2004, Betty-Ann Harland acquired 15,000,000 shares of our
          common
          stock, which represented 30.51 percent of our issued and outstanding common
          stock.  Ms. Harland paid the sum of $25,000 for the
          shares.  In January 2005, the 15,000,000 common shares were exchanged
          for 1,000,000 shares of our Series A preferred stock.  In July 2005,
          our board of directors approved the surrendering and cancellation of 900,000
          shares of Series A preferred stock held by Ms. Harland.  In July,
          2005, our board authorized the issuance of 1,000,000 shares of Series B
          preferred stock to Ms. Harland in consideration of $1,000 and the surrender
          of
          900,000 shares of our Series A preferred stock.  See “Description of
          Business – Change in Control.”  During the period ended February 28,
          2007, Ms. Harland converted 25,000 shares of Class A Preferred Shares into
          5,000,000 Shares of Common Stock.  Additionally, other stockholders of
          the Company that are closely related to Ms. Harland also converted 9,000
          shares
          of Class A Preferred Shares into 1,800,000 Shares of Common Stock during
          the
          same period.
 On
        January 11, 2006, we executed and closed an Asset Sale Agreement with Max
        Weissengruber, our president, chief operations officer and a director, and
        D.
        Brian Robertson, our chief financial officer, with respect to the purchase
        of
        certain assets of Freshwater Technologies, Inc., our wholly-owned
        subsidiary.  See “Description of Business – Previous
        Business.”  Our board of directors approved of the sale to Messrs.
        Weissengruber and Robertson on September 29, 2005, and as modified, on January
        6, 2006.
  **Item
                  13.**
              **Exhibits.**
  Exhibit
                    No.
                Identification
                    of Exhibit3.1
                Articles
                    of Incorporation3.2
                Bylaws
                    (1)10.1
                Investment
                    Agreement Dated August 24, 2007, by and between the Company and
                    Dutchess
                    Private Equities Fund Ltd. (2)10.2
                Registration
                    Rights Agreement dated August 24, 2007, by and between the Company
                    and
                    Dutchess Private Equities Fund Ltd. (2)14
                Code
                    of Ethics(3)23.1
                Consent
                    of Independent Certified Public Accountants.31.1
                Certification
                    of Sydney A. Harland, Chief Executive Officer of Global Wataire,
                    Inc.,
                    pursuant to 18 U.S.C.  §1350, as adopted pursuant to §302 of the
                    Sarbanes-Oxley Act of 2002.31.2
                Certification
                    of Edmund J. Gorman, Chief Financial Officer of Global Wataire,
                    Inc.,
                    pursuant to 18 U.S.C.  §1350, as adopted pursuant to §302 of the
                    Sarbanes-Oxley Act of 2002.32.1
                Certification
                    of Sydney A. Harland, Chief Executive Officer of Global Wataire,
                    Inc.,
                    pursuant to 18 U.S.C.  §1350, as adopted pursuant to §906 of the
                    Sarbanes-Oxley Act of 2002.32.2
                Certification
                    of Edmund J. Gorman, Chief Financial Officer of Global Wataire,
                    Inc.,
                    pursuant to 18 U.S.C.  §1350, as adopted pursuant to §906 of the
                    Sarbanes-Oxley Act of 2002.99.1
                Ed
                    Gorman August 2007 Employment Contract (4)99.2
                Sydney
                    Harland August 2007 Employment Contract (4)99.3
                Betty
                    Harland October 2004 Employment Contract
                    (4)
  (1)
          Incorporated by reference to Form 10SB12G filed on August 15, 2000 (File
          No.
          000-31343)
 
 (2)
          Incorporated by reference  to  Form  8K
          filed on August 30, 2007 (File No. 000-31343)
 
 (3)
          Incorporated by reference from Form 10KSB filed on January 30, 2006 (File
          No.
          000-31343)
 
 (4)
          Incorporated by reference from Form SB-2 filed on September 28, 2007 (File
          No.
          333-146387)
   **Item
                  14.**
              **Principal
                  Accountant Fees and
                  Services.**
  **Audit
        Fees**
  The
        aggregate fees billed by Rotenberg & Company, LLP for professional services
        rendered for the audit of our annual financial statements for fiscal year
        ended
        August 31, 2006 were $25,478.
  The
        aggregate fees billed by Rotenberg & Company, LLP for professional services
        rendered for the audit of our annual financial statements for fiscal year
        ended
        August 31, 2007 were $25,500.
   27
  **Audit
        Related Fees**
  The
          aggregate audit-related fees billed by Rotenberg & Company, LLP for
          professional services rendered for the audit of our annual financial statements
          for fiscal year ended August 31, 2006 were $2,454 for review of the SEC
          comment
          letter response.
  The
          aggregate audit-related fees billed by Rotenberg & Company, LLP for
          professional services rendered for the audit of our annual financial statements
          for fiscal year ended August 31, 2007 were $795 for review of the SEC comment
          letter response.
  **Tax
        Fees**
  The
        aggregate tax fees billed by Rotenberg & Company, LLP for professional
        services rendered for tax services for fiscal year ended August 31, 2006
        were
        $2,500.
  The
          aggregate tax fees billed by Rotenberg & Company, LLP for professional
          services rendered for tax services for fiscal year ended August 31, 2007
          were
          $-0-..
  **All
        Other Fees**
  There
        were no other fees billed by Rotenberg & Company, LLP for professional
        services rendered during the last two fiscal years, other than as stated
        under
        the captions Audit Fees, Audit-Related Fees, and Tax Fees.
    28
    **SIGNATURES**
  In
        accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
        as
        amended, the registrant has duly caused this Annual Report to be signed on
        its
        behalf by the undersigned, thereunto duly authorized.
  
 
 Dated: November
            30, 2007
  By/s/
        Sydney A.
        Harland
 Sydney A. Harland,
 Chief Executive Officer


By/s/
        Edmund J.
        Gorman
 Edmund
        J. Gorman,
 Chief Financial Officer
 
 
 In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
  **Signature**
                **Title**
                **Date***/s/
                    Sydney A. Harland*
                  Sydney
                    A. Harland
                President,
                  Chief
                    Executive Officer
                  and
                    Director
                November
                    30, 2007*/s/
                    Edmund J. Gorman*
                  Edmund
                    J. Gorman
                Chief
                    Financial Officer,
                  Secretary
                    and Director
                November
                    30, 2007*/s/
                    Betty-Ann Harland*
                  Betty-Ann
                    Harland
                Chairman
                November
                    30, 2007*/s/
                    Robert Glassen*
                  Robert
                    Glassen
                Director
                November
                    30, 2007*/s/
                    Arthur N. Kelly*
                  Arthur
                    N. Kelly
                Director
                November
                    30, 2007*/s/
                    Richard Proulx*
                  Richard
                    Proulx
                Director
                November
                    30, 2007
 
 
 29
 
 
 **GLOBAL
        WATAIRE INC.**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 FINANCIAL
                  REPORTSATAugust
                  31, 2007
 
   
    **GLOBAL
          WATAIRE INC.**
  **(A
          NEVADA CORPORATION)**
 **Buffalo,
          New York**
   **TABLE
            OF CONTENTS**
   REPORT
                    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  1Consolidated
                      Balance Sheets at August 31, 2007 and 2006
                  2Consolidated
                      Statements of Changes in Stockholders’ Deficit for the
                    Years
                      Ended August 31, 2007 and 2006
                  3Consolidated
                      Statements of Operations for the Years Ended
                    August
                      31, 2007 and 2006
                  4Consolidated
                      Statements of Cash Flows for the Years Ended
                    August
                      31, 2007 and 2006
                  5-6Notes
                      to Consolidated Financial Statements
                  7-14
    
  REPORT
                OF
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
                the
                Board of Directors and Stockholders
  Global
                Wataire, Inc.
 (A
                Nevada
                Corporation) Montreal, Quebec, Canada
  We
                have
                audited the accompanying consolidated balance sheets of Global Wataire,
                Inc. as
                of August 31, 2007 and 2006, and the related statements of operations,
                changes
                in stockholders' deficit, and cash flows for the years then ended.
                These
                financial statements are the responsibility of the Company's management.
                Our
                responsibility is to express an opinion on these consolidated financial
                statements based on our audits.
  We
                conducted our audits in accordance with the standards of the Public
                Company
                Accounting Oversight Board (United States). Those standards require
                that we plan
                and perform the audits to obtain reasonable assurance about whether
                the
                consolidated financial statements are free of material misstatement.
                An audit
                includes examining, on a test basis, evidence supporting the amounts
                and
                disclosures in the consolidated financial statements. An audit also
                includes
                assessing the accounting principles used and significant estimates
                made by
                management, as well as evaluating the overall consolidated financial
                statement
                presentation. We believe that our audits provide a reasonable basis
                for our
                opinion.
  In
                our
                opinion, the financial statements referred to above present fairly,
                in all
                material respects, the financial position of the Company as of August
                31, 2007
                and 2006, and the results of its operations and its cash flows for
                they years
                then ended, in conformity with accounting principles generally accepted
                in the
                United States of America.
  As
                discussed in Note P to the financial statements, the financial statements
                for
                August 31, 2006 were restated because the purchase of DigiTar was
                rescinded. For
                the year ended August 31, 2006 the purchase was recorded as an investment
                of
                $65,618 and a gain on subsidiary stock investment of $65,618. Because
                the
                transaction was rescinded, this investment should not have been recorded.
                Total
                assets at August 31, 2006 have therefore been reduced by $65,618
                to $-0- and net
                loss at August 31, 2006 increased by $65,618 to $263,996.
  The
                accompanying financial statements have been prepared assuming Global
                Wataire,
                Inc. will continue as a going concern. As discussed in Note E to
                the
                consolidated financial statements, the Company has incurred losses
                that have
                resulted in an accumulated deficit. This condition raises substantial
                doubt
                about the Company’s ability to continue as a going concern. Management’s plans
                regarding this matter are described in Note E. The financial statements
                do not
                include any adjustments that might result from the outcome of this
                uncertainty.
  /s/
                Rotenberg & Co.,LLP
     F-1
   **GLOBAL
                    WATAIRE INC. AND SUBSIDIARY****(A
                    NEVADA CORPORATION)****Buffalo,
                    New York****CONSOLIDATED
                    BALANCE SHEETS**Restated**August
                    31,**
                
                **2007**
                
                
                2006**ASSETS****Current
                      Assets**Cash
                    and Cash Equivalents
                
                **$**
                **197,593**
                
                
                $
                —**LIABILITIES
                      AND STOCKHOLDERS' DEFICIT****Current
                      Liabilities**Accounts
                    Payable
                
                **$**
                **21,861**
                
                
                $
                157,253Accrued
                      Expenses
                
                
                **35,829**
                
                
                
                18,500Accrued
                    Compensation - Directors
                
                
                **511,833**
                
                
                
                —Due
                    to Directors
                
                
                **319,224**
                
                
                
                490,281**Total
                    Liabilities**
                
                
                888,747
                
                
                
                666,034**Stockholders'
                    Deficit****Common
                      Stock:  $.001 Par; 800,000,000 Shares
                      Authorized;****23,191,637
                    and 483,404, Issued and 20,191,637**
                
                
                **20,191**
                
                
                
                484**and
                      483,404 Outstanding, respectively****Common
                    Stock, Class B:  $.001 Par; 50,000 Shares
                    Authorized;****-0-
                      Issued and Outstanding**
                
                
                **––**
                
                
                
                ––**Preferred
                    Stock, Class A:  $.001 Par; 1,000,000 Shares
                    Authorized;****66,000
                      and 100,000 Issued and****Outstanding,
                    respectively**
                
                
                **66**
                
                
                
                100**Preferred
                      Stock, Class B:  $.001 Par; 5,000,000 Shares
                      Authorized;****1,000,000
                    Issued and Outstanding**
                
                
                **1,000**
                
                
                
                1,000**Preferred
                      Stock, Class C:  $.001 Par; 15,000,000 Shares
                      Authorized;****-0-
                    Issued and Outstanding**
                
                
                **––**
                
                
                
                **––****Preferred
                      Stock, Class D:  $.001 Par; 13,000,000 Shares
                      Authorized;****-0-
                    Issued and Outstanding**
                
                
                **––**
                
                
                
                —**Additional
                      Paid-In Capital**
                
                
                **4,103,631**
                
                
                
                2,738,300**Accumulated
                    Deficit**
                
                
                **(4,813,042)**
                **)**
                
                
                (3,405,918
                )**Treasury
                      Stock – 3,000,000 Shares at $.001 Par**
                
                
                **(3,000**
                **)**
                
                
                —**Total
                      Stockholders' Deficit**
                
                
                **(691,154**
                **)**
                
                
                (660,034
                )**Total
                      Liabilities and Stockholders' Deficit**
                
                **$**
                197,593
                
                
                **$**
                **—**
    F-2
   **GLOBAL
                    WATAIRE INC. AND SUBSIDIARY****(A
                    NEVADA CORPORATION)****Buffalo,
                    New York****STATEMENT
                    OF CHANGES IN STOCKHOLDERS’ DEFICIT**Common
                
                
                Preferred
                    Stock
                
                
                Additional
                
                
                
                
                
                Treasury
                
                
                TotalStock
                
                
                ($.001
                    Par)
                
                
                Paid
                    - In
                
                
                Accumulated
                
                
                Stock
                
                
                Stockholders’($.001
                    Par)
                
                
                Class
                    A
                
                
                Class
                    B
                
                
                Capital
                
                
                Deficit
                
                
                ($.001
                    Par)
                
                
                Deficit**Balance
                      - August 31, 2005**
                
                **$**
                **484**
                
                
                **$**
                **100**
                
                
                **$**
                **1,000**
                
                
                **$**
                **2,709,843**
                
                
                **$**
                **(3,141,922**
                **)**
                
                **$**
                **––**
                
                
                **$**
                **(430,495**
                **)**Capital
                      Contribution – Interest Expense
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                28,457
                
                
                
                —
                
                
                
                —
                
                
                
                28,457Net
                      Loss - Restated
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (263,996
                )
                
                
                —
                
                
                
                (263,996
                )**Balance
                      - August 31, 2006 - Restated**
                
                
                **484**
                
                
                
                **100**
                
                
                
                **1,000**
                
                
                
                **2,738,300**
                
                
                
                **(3,405,918**
                **)**
                
                
                **—**
                
                
                
                **(666,034**
                **)**Common
                      Stock Issued in Exchange for Preferred Stock
                
                
                7,000
                
                
                
                (34
                )
                
                
                —
                
                
                
                (6,966
                )
                
                
                —
                
                
                
                —
                
                
                
                —Common
                      Stock Issued in Exchange for Services Rendered
                
                
                2,300
                
                
                
                —
                
                
                
                —
                
                
                
                (2,300
                )
                
                
                —
                
                
                
                —
                
                
                
                —Common
                      Stock Issued for Cash
                
                
                13,407
                
                
                
                —
                
                
                
                —
                
                
                
                934,519
                
                
                
                —
                
                
                
                —
                
                
                
                947,926Acquisition
                      of Common Stock into Treasury Stock
                
                
                (3,000
                )
                
                
                —
                
                
                
                —
                
                
                
                6,000
                
                
                
                —
                
                
                
                (3,000
                )
                
                
                —Capital
                      Contribution – Interest Expense
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                44,125
                
                
                
                —
                
                
                
                —
                
                
                
                44,125Compensation
                      Expense – Stock Options
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                389,953
                
                
                
                —
                
                
                
                —
                
                
                
                389,953Net
                      Loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                **(1,407,124**
                )
                
                
                —
                
                
                
                **(1,407,124**
                )**Balance
                      - August 31, 2007**
                
                **$**
                **20,191**
                
                
                **$**
                **66**
                
                
                **$**
                **1,000**
                
                
                **$**
                **4,103,631**
                
                
                **$**
                **(4,813,042**
                **)**
                
                **$**
                **(3,000**
                **)**
                
                **$**
                **(691,154**
                **)**
   F-3
  **GLOBAL
                    WATAIRE INC. AND SUBSIDIARY****(A
                    NEVADA CORPORATION)****Buffalo,
                    New York****STATEMENTS
                    OF OPERATIONS**Restated****For
                    the Years Ended August 31,
                
                **2007**
                
                
                2006**Revenues,
                      Net**
                
                **$**
                **61,750**
                
                
                $
                —Cost
                      of Goods Sold
                
                
                **—**
                
                
                
                —**Gross
                      Profit**
                
                
                **61,750**
                
                
                
                —**Expenses**Bad
                    Debt
                
                
                **50,000**
                
                
                
                —Compensation
                    Expense – Stock Options
                
                
                **389,953**
                
                
                
                —Consulting
                    Fees
                
                
                **440,000**
                
                
                
                220,000General
                      and Administrative
                
                
                544,796
                
                
                
                210,281Interest
                    Expense
                
                
                **44,125**
                
                
                
                28,457**Total
                    Expenses**
                
                
                1,468,874
                
                
                
                458,738**Loss
                    from Operations Before****Provision
                      for Taxes**
                
                
                (1,407,124
                **)**
                
                
                (458,738
                )Provision
                      for Taxes
                
                
                **—**
                
                
                
                —**Loss
                      from Operations**
                
                
                (1,407,124
                **)**
                
                
                (458,738
                )Gain
                      from Sale of Net Assets ofSubsidiary,
                    Net of Taxes
                
                
                **—**
                
                
                
                194,742**Net
                    Loss**
                
                **$**
                (1,407,124
                **)**
                
                $
                (263,996
                )**Weighted
                    Average Number of****Common
                      Shares Outstanding -****Basic**
                
                
                8,770,043
                
                
                
                483,404Diluted
                
                
                9,090,454
                
                
                
                483,404**Net
                    Loss Per Common Share -****Basic
                      and Diluted – Continuing Operations**
                
                **$**
                **(0.16**
                **)**
                
                $
                (0.95
                )**Basic
                    and Diluted – Discontinued Operations**
                
                **$**
                **0.00**
                
                
                $
                0.40
 
 F-4
  **GLOBAL
                    WATAIRE INC. AND SUBSIDIARY****(A
                    NEVADA CORPORATION)****Buffalo,
                    New York****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS**RestatedYears
                    Ended August 31,
                
                **2007**
                
                
                2006**Cash
                    Flows from Operating Activities****Net
                      Loss**
                
                **$**
                **(1,407,124**
                **)**
                
                $
                (263,996
                )**Non-Cash
                      Adjustments:**Bad
                    Debt
                
                
                **50,000**
                
                
                
                **—**Gain
                      on Sale of Net Assets of Subsidiary
                
                
                **—**
                
                
                
                (194,742
                )Interest
                    on Directors/Stockholder Loans
                
                
                **44,125**
                
                
                
                28,457**Revenues
                      to be Applied Against Accounts Payable**
                
                
                **(61,750)**
                
                
                
                ––**Compensation
                      Expense – Stock Options**
                
                
                389,953
                
                
                
                ––**Changes
                      in Assets and Liabilities:****)**Accounts
                      Payable
                
                
                **(73,643**
                **)**
                
                
                83,186Accrued
                    Expenses
                
                
                **17,329**
                
                
                
                18,500Accrued
                      Compensation - Directors
                
                
                511,833
                
                
                
                ––**Net
                    Cash Flows from Operating Activities**
                
                
                **(529,277**
                **)**
                
                
                (328,595
                )**Cash
                    Flows from Investing Activities**Loan
                      Advance
                
                
                **(50,000**
                **)**
                
                
                —**Cash
                      Flows from Financing Activities**Proceeds
                    from Issuance of Regulation S Shares
                
                
                **947,927**
                
                
                
                ––Advances
                      from (Repayment to) Directors - Net
                
                
                **(171,057**
                **)**
                
                
                328,401**Net
                      Cash Flows from Financing Activities**
                
                
                **776,870**
                
                
                
                328,401**Net
                      Change in Cash and Cash Equivalents**
                
                
                **197,593**
                
                
                
                (194
                )Cash
                      and Cash Equivalents - Beginning of Year
                
                
                —
                
                
                
                194**Cash
                      and Cash Equivalents - End of Year**
                
                **$**
                **197,593**
                
                
                
                —
 -
          continued -
   F-5
   **GLOBAL
                    WATAIRE INC. AND SUBSIDIARY****(A
                    NEVADA CORPORATION)****Buffalo,
                    New York****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS - continued**RestatedYears
                    Ended August 31,
                
                **2007**
                
                
                2006**Supplemental
                    Disclosures**Interest
                      Paid
                
                **$**
                **—**
                
                
                $
                —Income
                    Taxes Paid
                
                **$**
                **—**
                
                
                $
                —**NON-CASH
                      INVESTING AND FINANCING ACTIVITIES****Acquisition
                      of Marketing Rights via Issuance of Preferred
                      Stock**
                
                **$**
                **—**
                
                
                $
                15,000**Termination
                      of Marketing Rights via Cancellation of Preferred
                      Stock**
                
                **$**
                **—**
                
                
                $
                (15,000
                )**Assets
                      and Liabilities Transferred to Related Parties
                      in****Connection
                    with Sale of Net Assets of Subsidiary:**Accounts
                      Receivable
                
                **$**
                **—**
                
                
                $
                15,678Inventory
                
                **$**
                **—**
                
                
                $
                190,830Accounts
                      Payable
                
                **$**
                **—**
                
                
                $
                (15,457
                )Deferred
                    Revenue
                
                **$**
                **—**
                
                
                $
                (7,037
                )Due
                      to Directors
                
                **$**
                **—**
                
                
                $
                (173,333
                )Due
                    to Stockholder
                
                **$**
                **—**
                
                
                $
                (145,212
                )**Sale
                    of Net Assets of Subsidiary Paid via Forgiveness
                    of****Liabilities:**Due
                    to Directors
                
                **$**
                **—**
                
                
                $
                (32,483
                )Due
                      to Stockholder
                
                **$**
                **—**
                
                
                $
                (27,728
                )
 
 F-6
 
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
            A -         **The
            Company****
 International
              Development Corp. (“IDC”) was formed on October 22, 2004, under the laws of the
              state of Nevada.  On December 9, 2004, IDC merged with Ozolutions
              Inc., a Delaware Corporation, which was formed on January 10, 1996
              as Unipak
              Process, Inc., with IDC as the surviving corporation.  On April 13,
              2006 IDC changed its name to Global Wataire Inc.  The Company’s
              principal office is located in Buffalo, New York.
  On
                December 9, 2004,
                the Company amended the articles of incorporation to increase the
                authorized
                shares of common stock from 50,000,000 to 800,000,000 and authorized
                up to
                100,000,000 shares of all classes of Preferred Stock.
  On
                December 9, 2004,
                the Company established a series of Preferred Stock, Class A, $0.001
                Par
                Value.  The Company is authorized to issue 1,000,000 shares of
                Preferred Stock, Class A, with each share carrying 200 to 1 voting
                rights and
                convertible into common stock on a 200 for 1 basis.
  In
                April 2005, the
                Company established a series of Preferred Stock, Class B, $0.001
                Par
                Value.  The Company is authorized to issue 5,000,000 shares with each
                share carrying 500 to 1 voting rights and not convertible into common
                stock.
  Preferred
                Stock,
                Class C, $0.001 Par Value.   The Company is authorized to issue
                15,000,000 shares with each share carrying 1 to 1 voting rights and
                convertible
                into common stock on a 1 for 1 basis.
 In
                  May 2006, the
                  Company established a series of Preferred Stock, Class D, $0.001
                  Par
                  Value.  The Company is authorized to issue 13,000,000 shares with each
                  share carrying 3 to 1 voting rights and convertible into common stock on a
                  3 for 1 basis.
 On
                May 31, 2006, the
                Company changed the name of its wholly owned subsidiary Freshwater
                Technologies,
                Inc. to Atlantic Seaboard Company.
  On
                September 28,
                2006, the Company changed the name of its wholly owned subsidiary
                Atlantic
                Seaboard Company to DigiTar Nevada, Inc.
  On
                  November 5, 2007,
                  the Company changed the name of its wholly owned subsidiary DigiTarNevada,
                  Inc. to Knightbridge
                  Corp.
  **Principles
                    of
                    Consolidation**
 The
                    consolidated
                    financial statements include the accounts of Global Wataire Inc.,
                    and its wholly
                    owned subsidiary, DigiTarNevada, Inc.
                    (the
“Company”).  All significant intercompany balances have been
                    eliminated in consolidation.
 **Scope
                of
                Business**
 The
                Company provides
                advisory and transactional services to help high potential emerging
                companies
                to develop
                and implement strategies to obtain capital and achieve their financial
                objectives.
  **Note
                B -         **Summary
                of Significant Accounting Policies****
 Method
              of
              Accounting
 The
                Company maintains
                its books and prepares its financial statements on the accrual basis
                of
                accounting.
 -
          continued -
 
 F-7
 
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
            B -         **Summary
            of Significant Accounting Policies –
continued****
 **Cash
            and Cash
            Equivalents**
 Cash
              and cash
              equivalents include time deposits, certificates of deposit, and all
              highly
              liquid debt instruments with original maturities of three months or
              less.  The Company maintains cash and cash equivalents at financial
              institutions, which periodically may exceed federally insured
              amounts.
 **Income
              Taxes**
 The
                Company accounts
                for income taxes in accordance with Statement of Financial Accounting
                Standards
                No. 109, “Accounting for Income Taxes, ”using the asset and liability approach,
                which requires recognition of deferred tax liabilities and assets
                for the
                expected future tax consequences of temporary differences between
                the carrying
                amounts and the tax basis of such assets and liabilities.  This method
                utilizes enacted statutory tax rates in effect for the year in which
                the
                temporary differences are expected to reverse and gives immediate
                effect to
                changes in income tax rates upon enactment.  Deferred tax assets are
                recognized, net of any valuation allowance, for temporary differences
                and net
                operating loss and tax credit carry forwards.  Deferred income tax
                expense represents the change in net deferred assets and liability
                balances.
  **Earnings
        per
        Share**
 Earnings
        per share of
        common stock are computed in accordance with SFAS No, 128, “Earnings per
        Share”.  Basic earnings per share are computed by dividing income or
        loss available to common shareholders by the weighted-average number of common
        shares outstanding for each period.  Diluted earnings per share are
        calculated by adjusting the weighted average number of shares outstanding
        assuming conversion of all potentially dilutive stock options, warrants and
        convertible securities, if dilutive. Common stock equivalents that are
        anti-dilutive are excluded from both diluted weighted average number of common
        shares outstanding and diluted earnings per share.
  **Financial
        Instruments**
 The
        Company’s
        financial instruments consist of cash, long-term investments, and accounts
        payable. Unless otherwise noted, it is management’s opinion that the Company is
        not exposed to significant interest, currency or credit risks arising from
        these
        financial instruments.  The fair value of these financial instruments
        approximates their carrying value, unless otherwise noted.




**Use
        of
        Estimates**


The
        preparation of
        financial statements in conformity with generally accepted accounting principles
        requires management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets and
        liabilities at the date of the financial statements and the reported amounts
        of
        revenues and expenses during the reporting period.  Actual results
        could differ from those estimates.


**Stock-Based
          Compensation**
 SFAS
          No. 123R
          requires all share-based payment to employees, including grants of employee
          stock options, to be recognized as compensation expense in the financial
          statements based on their fair values.  That expense will be
          recognized over the period during which an employee is required to provide
          services in exchange for the award, known as the requisite service period
          (usually the vesting period). The Company has selected the Black-Scholes
          option
          pricing model as the most appropriate fair value method for our awards
          and have
          recognized compensation costs immediately as our awards are 100%
          vested.
   ****
 F-8
 
 
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
            C -         **Discontinued
            Operations****
 On
              January 6, 2006,
              the Board of Directors approved the Asset Sales Agreement between the
              Company
              and Max Weissengruber, the Company’s Chief Operations Officer, and D. Brian
              Robertson, the Company’s former Chief Financial Officer.  The Asset
              Sales Agreement replaces the Stock Purchase Agreement that had been
              previously
              approved on September 29, 2005, but was subsequently rescinded on January
              6,
              2006.  The Company sold 100% of the assets and liabilities of
              FreshWater Technologies, Inc. to Mr. Weissengruber and Mr. Robertson
              for a total
              purchase price of $60,211.  The purchase price was paid through the
              forgiveness of debts owed to Mr. Weissengruber and Mr. Robertson by
              the
              Company.  The fair market value of the liabilities of FreshWater
              Technologies, Inc. being assumed by Mr. Weissengruber and Mr. Robertson
              exceed
              the assets being sold to Mr. Weissengruber and Mr. Robertson by $134,531.
              As a
              result of this sale, the Company has no revenue generating operations
              at this
              time.
 **Note
          D -         **Marketing
          Rights****
 On
          October 12, 2005,
          the Company entered into an Exclusive Licensing Agreement with Wataire
          Industries, Inc., an unrelated party, for the exclusive right to distribute
          and
          sell the technology-based water generation and purification products of
          Wataire
          Industries, Inc. in the United States of America, for an indefinite
          period.  In consideration of the Exclusive Licensing Agreement, the
          Company issued 15,000,000 shares of Preferred Stock, Class C, valued at
          $15,000.
  On
          June 27, 2006, the
          Company announced that it had terminated the Marketing Rights/Exclusive
          License
          Agreement with Wataire Industries, Inc., that was executed on October 12,
          2005.  The license granted an exclusive license for the entire United
          States of America covering certain processes and products relating to technology
          based water generation and purification.  The license granted in
          October was subsequently expanded by agreement of the parties to be
          worldwide.  The license agreement was perpetual, non-revocable, and
          assignable by the Company.
 In
          connection with
          the termination of the license agreement, the Company decided to terminate
          its
          relationship with Wataire Industries, Inc., and cancel the issuance of
          15,000,000 shares of the Company’s Class C preferred stock and 25,000 shares of
          Class A preferred stock that had been issued to Phil Fraser and William
          Robertson by Betty Harland in exchange for the license
          agreement.
 **Note
          E -         **Going
          Concern****
 The
            Company’s
            consolidated financial statements have been presented on the basis that
            it is a
            going concern, which contemplates the realization of assets and the satisfaction
            of liabilities in the normal course of business. The Company has reported
            recurring losses from operations.  As a result, there is an
            accumulated deficit of $4,813,042
            at August 31, 2007.
 The
          Company’s
          continued existence is dependent upon its ability to raise capital or acquire
          a
          marketable company.  The consolidated financial statements do not
          include any adjustments that might be necessary should the Company be unable
          to
          continue as a going concern.
  Note F
          -          **Recently
          Issued Accounting Standards**
 In
            February 2006, the
            Financial Accounting Standards Board (“FASB”) issued Statement of Financial
            Accounting Standard (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial
            Instruments – an amendment of FASB Statement No. 133 and 140” (“SFAS
            155”).
 -
            continued -
 
 F-9
 
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 Note F
            -          **Recently
            Issued Accounting Standards –
continued**
 SFAS
            155 resolves
            issues addressed in Statement 133 Implementation Issue No. D1, “Application of
            Statement 133 to Beneficial Interest in Securitized Financial
            Assets.”  SFAS 155 is effective for all financial instruments acquired
            or issued after the beginning of the first fiscal year that begins after
            September 15, 2006.  As such, the Company is required to adopt these
            provisions at the beginning of the fiscal year ended August 31,
            2008.  The Company is currently evaluating the impact of SFAS 155 on
            its consolidated financial instruments.
 In
          March 2006, the
          FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets – an
          amendment of FASB Statement No. 140” (“SFAS 156”).  SFAS 156 amends
          FASB Statement No. 140 with respect to the accounting for separately recognized
          servicing assets and servicing liabilities.  SFAS 156 requires all
          separately recognized servicing assets and servicing liabilities to be
          initially
          measured at fair value, if practical.  SFAS 156 is effective as of the
          beginning of the first fiscal year that begins after September 15,
          2006.  As such, the Company is required to adopt these provisions at
          the beginning of the fiscal year ended August 31, 2008.  The Company
          is currently evaluating the impact of SFAS 156 on its consolidated financial
          statements.
  In
          July 2006, the
          FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
          Taxes –
an interpretation of FASB Statement No. 109 (“FIN 48), which clarifies the
          accounting and disclosure for uncertainty in tax positions.  FIN 48
          prescribes a more-likely-than-not threshold for financial statement recognition
          and measurement of a tax position taken or expected to be taken in a tax
          return.  This interpretation also provides guidance on
          de-recognition of income tax assets and liabilities, classification of
          current
          and deferred income tax assets and liabilities, accounting for interest
          and
          penalties associated with tax positions, accounting for income taxes in
          interim
          periods and income tax disclosures.
  In
        September 2006,
        the Financial Accounting Standards Board (“FASB”) issued Statement of Financial
        Accounting Standard (“SFAS”) No. 157, "Fair Value Measurements”.  SFAS
        157 defines fair value, establishes a framework for measuring fair value,
        and
        expands disclosures about fair value measurements.  SFAS 157 is
        effective as of the beginning of the first fiscal year that begins after
        November 15, 2007.  As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ended August,
        2008.  The Company is currently evaluating the impact of SFAS 157 on
        its consolidated financial statements.
 
 In
        February 2007, the
        Financial Accounting Standards Board (“FASB”) issued Statement of Financial
        Accounting Standard (“SFAS”) No. 159, "The Fair Value Option for Financial
        Assets and Financial Liabilities, including an amendment of FASB Statement
        No.
        115”.  SFAS 159 permits entities to choose to measure many financial
        instruments and certain other items at fair value at specified election
        dates.  This Statement applies to all entities, including
        not-for-profit organizations.  SFAS 159 is effective as of the
        beginning of an entity’s first fiscal year that begins after November 15,
        2007.  As such, the Company is required to adopt these provisions at
        the beginning of the fiscal year ended August, 2008.  The Company is
        currently evaluating the impact of SFAS 159 on its consolidated financial
        statements.
  **Note
          G -         **Equity
          Compensation Plans****
 On
          July 25, 2007,
          each member of the Board of Directors was granted as compensation for services
          options to buy 500,000 shares of the Company’s common stock at the last quoted
          common stock offering price as of that day. A total of 3,000,000 options
          were
          granted at a price of $0.13.
  -
          continued-
  F-10
 
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
            G -         **Equity
            Compensation Plans – continued****
 For
              the year ended
              August 31, 2007, $389,953 was expensed utilizing the Black-Scholes
              option
              pricing model.  The following weighted-average assumptions were used
              for the grants issued:
  2007
 Dividend
                Yield                                             
0.00%
 Expected
                  Volatility                                      
239.22%
 Discount
                    Rate                                             
4.92%
 Option
                      Life                                                   
10 Years
  Note H
              -         **Related
              Party Transactions**
 In
              September 2004, Betty-Ann Harland was appointed CEO and Chair of the
              Board of
              Directors of the Company, and received 15,000,000 shares of common
              stock in
              consideration for $25,000.  In January 2005, the 15,000,000 common
              shares were exchanged for 1,000,000 Class A Preferred Shares.  In July
              2005, the Board of Directors approved the surrendering and cancellation
              of
              900,000 Class A Preferred Shares held by Betty- Ann Harland. In
              April 2006,
              Betty-Ann resigned as CEO, and Sydney Harland was then
              appointed.
 In
          July 2005, the
          Board of Directors authorized the issuance of 1,000,000 Class B Preferred
          Shares
          to Betty-Ann Harland in consideration of $1,000.
  During
          the period
          ended February 28, 2007, Betty-Ann Harland converted 25,000 shares of Class
          A
          Preferred Shares into 5,000,000 Shares of Common Stock.  Additionally,
          other stockholders of the Company that are closely related to Betty-Ann
          Harland
          also converted 9,000 shares of Class A Preferred Shares into 1,800,000
          Shares of
          Common Stock during the same period.
  On
            March 7, 2007, in
            connection with the cancelled Wataire license agreement, Mrs. Harland
            was
            re-issued 25,000 Class A Preferred Shares.
  -
          continued -
 F-11
 
 
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 
  Note H
            -          **Related
            Party Transactions - continued**
 Certain
            disbursements
            of the Company have been paid by two directors of the Company, therefore,
            a Due
            to Directors account has been established.  The balance at August 31,
            2007 and 2006 was $319,224 and $490,281, respectively.  The amount due
            is non-interest bearing and contains no formal repayment terms.  For
            each of the years ended August 31, 2007 and 2006 ,the Company has imputed
            interest at the 8.75% and charged operations with an offsetting credit
            to
            additional paid in capital.
  In
          October 2004, the
          Company entered into a consulting agreement with its Chairman, Betty-Ann
          Harland
          for a five year term, with annual compensation of $ 220,000.
 On
          August 25, 2007,
          the Company entered into a consulting agreement with its CEO, Sydney Harland
          for
          a five year term, with annual compensation of $220,000, health benefits
          of
          $15,000 and $12,000 of auto allowance.  The agreement agrees to pay
          all accrued compensation from April 2006.
 **Note
          I -           **Other
          Matters****
 On
            June 5, 2001, the
            Company entered into advisory agreements with the firms of David Michael
            LLC and
            Feng Shui Consulting, Inc.  In June 2002, David Michael LLC and Feng
            Shui Consulting, Inc. filed a suit against the Company for breach of
            contract.  The Company filed a counter claim and third party complaint
            denying the substantive allegations of the complaint and asserting breach
            of
            contract and fraud in connection with the transaction.  In August
            2004, the United States District Court for the State of Utah dismissed
            the case
            in its entirety with prejudice, with each party to bear its own costs
            and
            fees.  As part of the dismissal, in September 2004, the Company paid
            $5,000 to repurchase the 800,000 common shares that were previously issued
            to
            the plaintiffs. On April 13, 2006 the 800,000 common shares were subject
            of a
            one-for-one thousand reverse stock split (See Note J). As of August 31,
            2007,
            the 800 shares have not been received by the Company for cancellation
            therefore
            the shares are still recorded as issued and outstanding.
  On
            January 11, 2002,
            the Company entered into a financial consulting and investment banking
            agreement
            with Chapman, Spira and Carson LLC (“Chapman”).  Chapman cancelled
            this agreement in June 2002.  Thereafter in June 2002, Chapman made a
            demand for arbitration through the American Arbitration Association as
            provided
            in the agreement claiming $50,000 in fees, plus nine percent interest,
            and
            200,000 shares of the Company’s common stock.  In February 2003, the
            judge returned a verdict against Chapman and awarded the Company approximately
            $22,000 net of any Company legal fees.  Chapman appealed to the New
            York State Supreme Court in 2004 and this appeal was
            dismissed.  Subsequently, Chapman appealed to the Court of Appeals in
            New York.  On April 7, 2006, the firm of Chapman, Spria and Carlson,
            agreed to settle the arbitration award dispute with the Company for the
            sum of
            $15,000.  The New York legal firm of Bahn, Herzfeld and Multer, LLP
            received $12,500 for their services and Max Weissengruber and Brian Robertson
            received a total of $2,500 for their expenses related to the arbitration
            award
            and subsequent litigation.  All matters have now been resolved
            regarding this matter
 **Note J
          -          Stock
          Transactions** During
              the period
              ended February 28, 2007, the Company acquired 3,000,000 Common Shares
              and placed
              them into treasury at a par value of $.001.
 On
              April 13, 2006,
              the holder of the majority of the voting power of our outstanding capital
              stock
              voted to approve the following:
  -
        continued -
 
 F-12
 
 
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  Note J
          -         **Stock
          Transactions - continued**
 1.  A
          grant
          of discretionary authority to our board of directors to implement a reverse
          split of the issued and outstanding shares of our common stock on the basis
          of
          one post-consolidation share for each 1,000 pre-consolidation shares to
          occur
          immediately.  All share and per share amounts used in the Company’s
          financial statements and notes have been retroactively restated to reflect
          the
          one-for-one thousand reverse stock split.
  2.
          An amendment to
          the Company's Articles of Incorporation to provide for the creation of
          a second
          series of common stock to be known as "Class B Common Stock"
 **Note
        K -         Income
        Taxes**
 At
        August 31, 2007
        and 2006, the Company had approximately $4,813,043
        and $3,228,996 accumulated tax losses to apply against future taxable
        income.  The net operating loss carry forwards begin to expire in
        2011.
  The
          Company has fully
          reserved for any future tax benefits form the net operating loss carry
          forwards
          since it has not generated any net income to date.  The Company has no
          other material deferred tax assets or liabilities for the periods
          presented.
 **Note
        L
        -         Reorganization/Investment**
 On
        July 27, 2006 an
        Asset Purchase Agreement and Plan of Reorganization was proposed by Global
        Wataire, Inc. and its wholly-owned subsidiary, Atlantic Seaboard, Inc. with
        DigiTar Wyoming,
        Inc.  DigiTar was to sell to Atlantic substantially all of its assets
        in exchange for 49% of the issued and outstanding common stock of Atlantic
        and
        10,000,000 shares of Atlantic’s voting convertible preferred
        stock.  Global was to retain a 30% investment in Atlantic once the
        transaction was finalized.
 
 The
        proposed Asset
        Purchase Agreement and Plan of Reorganization was never consummated. Certain
        key
        documents necessary to complete the purchase of DigiTar’s assets have not been
        agreed to by Global Wataire Inc., Atlantic Seaboard, Inc. and DigiTar
        Inc.  Consequently, Global Wataire Inc. and Atlantic Seaboard, Inc.
        have rescinded the transaction and cancelled the planned acquisition of DigiTar
        Inc.’s business as of June 28, 2007. Atlantic therefore remains a wholly-owned
        subsidiary of Global.    Global has also taken the
        20,000,000 shares of common stock out of escrow that were being held for
        the
        benefit of DigiTar. Global Wataire, Inc., and its wholly-owned subsidiary,
        Atlantic Seaboard, Inc. are working to recover the monies advanced to DigiTar
        for working capital in the amount of $50,000. The Company believes their
        attempt
        to recover this loan will be futile and has therefore written off the $50,000
        as
        a bad debt as of August 31, 2007.
 
 **Note
        M -         Regulation S
        Stock**
 On
        January 26, 2007,
        the Company issued a press release announcing that they had launched anequity
        offering on the Berlin Stock Exchange. The company originally was offering
        10,000,000 shares for sale.  On August 1, 2007, the board authorized
        an additional 5,000,000 shares for sale.  All shares are being offered
        at a price of $0.50 per share and if completely subscribed will yield
        $7,500,000. This offering is on a best effort basis. As of August 31, 2007,
        12,708,233 shares had been issued of which 2,300,000shares were issued in
        exchange for financial services rendered. Gross proceeds from the sale of
        stock
        were $2,629,033 less stock issuance costs of $1,681,106.  Net proceeds
        from the sale of stock were $947,927.
  **Note
          N -         **Subsequent
          Events****
 On
        November 5, 2007,
        the Company changed the name of its wholly owned subsidiary DigiTar Nevada,Inc. to Knightbridge Corp.
   F-13
   
 **GLOBAL
        WATAIRE INC. AND SUBSIDIARY**
 **(A
        NEVADA CORPORATION)**
 **Buffalo,
        New York**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 Note O
            -         **Investment
            Agreement**
 On
          August
          20, 2007 the Company entered into an investment agreement with Dutchess
          Private
          Equities Fund, Ltd.(The Investor). Pursuant to this agreement, the Investor
          shall commit to purchase up to $10,000,000 of the Company’s common stock over
          the course of thirty-six (36) months.  The amount that the Company
          shall be entitled to request from each purchase “Puts” shall be equal to either
          up to $250,000 or 200% of the average daily volume (US Market Only) of
          the
          common stock for the ten (10) trading days prior to the Put notice date,
          multiplied by the average of the three (3) daily closing bid prices immediately
          preceding the Put date.
 **Note
            P-           Restatement of
            Prior Year Financials**
 As
            described in Note L the proposed purchase of DigiTar Wyoming was never
            consummated.  For the year ended August 31, 2006 the completion of the
            purchase was recorded as an investment of $65,618 and a gain on subsidiary
            stock
            investment of $65,618.  Because this transaction was rescinded this
            investment should not have been recorded.  Total assets at August 31,
            2006 have therefore been reduced by $65,618 to $-0- and net loss at August
            31,
            2006 increased by $65,618 to $263,996
    F-14