-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WjJtv/MkKzrHk3DPqUMhtWJLypC+lZ6Xvp2RaPjrLuMuoYOq5HutpeH3XBt6wZTi BjT5sVCj9M/yJjm6BJLgfg== 0001013762-04-000869.txt : 20040813 0001013762-04-000869.hdr.sgml : 20040813 20040813120747 ACCESSION NUMBER: 0001013762-04-000869 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRTRAX INC CENTRAL INDEX KEY: 0001081372 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 223506376 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-16237 FILM NUMBER: 04972671 BUSINESS ADDRESS: STREET 1: 870B CENTRAL AVENUE CITY: HAMMONTON STATE: NJ ZIP: 08037 BUSINESS PHONE: 609-567-7800 MAIL ADDRESS: STREET 1: 870B CENTRAL AVENUE CITY: HAMMONTON STATE: NJ ZIP: 08037 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION IX CORP DATE OF NAME CHANGE: 19990308 10QSB 1 jun30200410qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2004. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to ________. Commission file number: 001-16237 AIRTRAX, INC. (Name of Small Business Issuer in its charter) New Jersey 22-3506376 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 870B Central Avenue, Hammonton, New Jersey 08037 (Address of principal executive offices) (609) 567-7800 (Issuer's telephone number) Check whether issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 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. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: as of August 12, 2004, the issuer had 12,850,517 shares of common stock, no par value, issued and outstanding. Transitional Small Business Issuer Format (Check One): Yes [ ] No [X] AIRTRAX, INC. June 30, 2004 QUARTERLY REPORT ON FORM 10-QSB TABLE OF CONTENTS PAGE Special Note Regarding Forward Looking Statements PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets 1 Statements of Operations and Deficit Accumulated During Development Stage 2 Statements of Cash Flows 4 Notes to Financial Statements 5 Item 2. Management's Discussion and Analysis or Plan of Operations 7 Item 3. Controls and Procedures 8 PART II - OTHER INFORMATION Item 1. Legal Proceedings 8 Item 2. Changes in Securities 8 Item 3. Defaults Upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Security Holders 9 Item 5. Other Information 9 Item 6. Exhibits and Reports on Form 8-K 9 SIGNATURES 11 AIRTRAX, INC. (A Development Stage Company) Financial Statements JUNE 30, 2004 (Unaudited) AIRTRAX, INC. (A Development Stage Company) FINANCIAL STATEMENTS JUNE 30, 2004 (Unaudited) CONTENTS Page Balance Sheets 1 Statements of Operations and Deficit Accumulated During Development Stage 2 Statements of Cash Flows 4 Notes to Financial Statements 5 AIRTRAX, INC. (A Development Stage Company) BALANCE SHEETS
June 30, 2004 December 31, 2003 ---------------- ---------------- (Unaudited) (Audited) ASSETS Current Assets Cash $ 361,821 $ 37,388 Accounts receivable 27,368 - Interest receivable 10,127 - Inventory 418,637 384,754 Prepaid expenses 62,610 267,790 Deferred tax asset 268,775 201,005 ------------- ------------ Total current assets 1,149,338 890,937 Fixed Assets Office furniture and equipment 89,820 75,652 Automotive equipment 21,221 21,221 Shop equipment 23,354 22,155 Casts and tooling 184,184 173,639 ------------- ------------ 318,579 292,667 Less, accumulated depreciation 170,297 154,469 ------------- ------------ Net fixed assets 148,282 138,198 Other Assets Patents - net 40,775 43,053 Loans to subsidiary 1,000,000 - Utility deposits 65 65 ------------- ------------ Total other assets 1,040,840 43,118 ------------- ------------ TOTAL ASSETS $ 2,338,460 $ 1,072,253 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 57,373 $ 475,951 Payroll taxes and other accrued liabilities 186,626 279,878 Shareholder deposits for stock 12,000 130,000 Current portion of note payable 1,933 1,572 Stockholder note payable 31,815 80,895 ------------- ------------ Total current liabilities 289,747 968,296 Long Term Liabilities Long term portion of note payable 3,144 3,974 ------------- ------------ TOTAL LIABILITIES 292,891 972,270 ------------- ------------ Stockholders' Equity Common stock - authorized, 20,000,000 shares without par value; issued and outstanding - 12,670,517 and 8,696,552, respectively 8,725,132 5,909,729 Preferred stock - authorized, 500,000 shares without par value; 275,000 issued and outstanding 12,950 12,950 Deficit accumulated during development stage (6,485,561) (5,615,744) Deficit prior to development stage (206,952) (206,952) ------------- ------------ Total stockholders' equity 2,045,569 99,983 TOTAL LIABILITIES AND ------------- ------------ STOCKHOLDER'S EQUITY $ 2,338,460 $ 1,072,253 ============= ============
The accompanying notes are an integral part of these financial statements. 1 AIRTRAX, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE For the Six Month Periods Ended June 30, 2004 and 2003 (Unaudited) May 19,1997 (Date of Inception) 2004 2003 to June 30, 2004 ----- ----- ------------------ SALES $ - $ 21,977 $ 1,023,123 COST OF GOODS SOLD - 56,767 470,371 ------------ -------------- ------------ Gross Profit (Loss) - (34,790) 552,752 OPERATING AND ADMINISTRATIVE EXPENSES 848,141 1,080,080 7,154,732 ------------ -------------- ------------ OPERATING LOSS (848,141) (1,114,870) (6,601,980) OTHER INCOME AND EXPENSE Interest expense (13,730) (21,547) (157,900) Interest income 10,127 - 10,127 Other income 94 3,369 75,409 ------------ -------------- ------------ NET LOSS BEFORE INCOME TAXES (851,650) (1,133,048) (6,674,344) ------------ -------------- ------------ INCOME TAX BENEFIT (STATE): Current 67,770 102,100 67,770 Prior years - - 518,319 ------------ -------------- ------------ Total Benefit 67,770 102,100 586,089 ------------ -------------- ------------ LOSS ACCUMULATED DURING DEVELOPMENT STAGE (783,880) (1,030,948) (6,088,255) PREFERRED STOCK DIVIDENDS DURING DEVELOPMENT STAGE (85,937) (80,749) (397,306) ------------ -------------- ------------ DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE$ (869,817) $ (1,111,697) $(6,485,561) ============ ============== ============ NET LOSS PER SHARE - Basic and Diluted $(.08) $(.15) ============ ============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 10,267,532 7,047,585 ============ ==============
The accompanying notes are an integral part of these financial statements. 2 AIRTRAX, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE For the Three Month Periods Ended June 30, 2004 and 2003 (Unaudited)
May 19, 1997 (Date of Inception) 2004 2003 to June 30, 2004 ----- ---- ------------------ SALES $ - $ - $ 1,023,123 COST OF GOODS SOLD - 11,072 470,371 ------------- ------------- ------------- Gross Profit (Loss) - (11,072) 552,752 OPERATING AND ADMINISTRATIVE EXPENSES 549,332 561,305 7,154,732 ------------- ------------- ------------- OPERATING LOSS (549,332) (572,377) (6,601,980) OTHER INCOME AND EXPENSE Interest expense (6,126) (13,843) (157,900) Interest income 10,127 - 10,127 Other income 94 3,333 75,409 ------------- ------------- ------------- NET LOSS BEFORE INCOME TAXES (545,237) (582,887) (6,674,344) ------------- ------------- ------------- INCOME TAX BENEFIT (STATE): Current 41,811 52,586 67,770 Prior years - - 518,319 ------------- ------------- ------------- Total Benefit 41,811 52,586 586,089 ------------- ------------- ------------- LOSS ACCUMULATED DURING DEVELOPMENT STAGE (503,426) (530,301) (6,088,255) PREFERRED STOCK DIVIDENDS DURING DEVELOPMENT STAGE (40,104) - (397,306) ------------- ------------- ------------- DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE$ (543,530) $ (530,301) $(6,485,561) ============= ============= ============= NET LOSS PER SHARE - Basic and Diluted $(.05) $(.07) ============= ============= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 11,430,485 7,879,880 ============= =============
The accompanying notes are an integral part of these financial statements. 3 AIRTRAX, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the Six Month Periods ended June 30, 2004 and 2003 (Unaudited)
May 19, 1997 (Date of Inception) 2004 2003 to June 30, 2004 ----- ----- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (783,880) $(1,030,948) $(6,088,255) Adjustments to reconcile net loss to net cash consumed by operating activities: Depreciation and amortization 18,106 15,536 218,796 Value of common stock issued for services 278,244 682,669 2,292,969 Accrual of deferred tax benefit (67,770) (102,100) (268,775) Interest accrued on shareholder loan 2,925 - 20,000 Changes in current assets and liabilities: Increase (decrease) in accounts payable, and accrued liabilities (345,261) 234,767 348,643 Increase in prepaid expense - - (146,957) Increase (decrease) in accounts receivable (37,485) 38,079 (37,485) Increase in inventory (33,833) (177,714) (418,587) ------------- ------------ ------------ Net Cash Consumed By Operating Activities (968,954) (339,711) (4,079,651) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of equipment (25,412) (38,828) (324,390) Additions to patent cost - (6,700) (76,992) Investment in notes receivable - (357,390) - Acquisition of equity interest in subsidiary (1,000,000) - (1,000,000) ------------- ------------ ------------ Net Cash Consumed By Investing Activities (1,025,412) (402,918) (1,401,382) CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds of common stock sales 2,457,212 745,202 5,926,720 Proceeds of sales of preferred stock - - 12,950 Repayments of stockholder loans (52,005) (46,710) 35,120 Preferred stock dividends paid in cash (85,937) - (139,440) Principal payments on installment note (471) - (896) Proceeds from option exercises - - 8,400 ------------- ------------ ------------ Net Cash Provided By Financing Activities 2,318,799 698,492 5,842,854 ------------- ------------ ------------ Net (Decrease) Increase In Cash 324,433 (44,137) 361,821 Cash balance at beginning of period 37,388 51,431 - ------------- ------------ ------------ Cash balance at end of period $ 361,821 $ 7,294 $ 361,821 ============= ============ ============
The accompanying notes are an integral part of these financial statements. 4 AIRTRAX, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2004 (Unaudited) 1. BASIS OF PRESENTATION The unaudited interim financial statements of AirTrax, Inc. ("the Company") as of June 30, 2004 and for the three month and six month periods ended June 30, 2004 and 2003, respectively, have been prepared in accordance with generally accepted accounting principles. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. The results of operations for the quarter and six month periods ended June 30, 2004 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2004. Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2003. 2. COMMON STOCK Shares of common stock totaling 1,363,325 and 2,131,055 shares, respectively, were issued during the second quarter and first six months of 2004, as follows: Second Six Quarter Months Private placement sales 1,778,875 3,610,125 Stock issued for services 70,095 163,840 Stock option exercises - 70,000 Issuance of shares sold in prior year private placement - 130,000 ---------- --------- Total shares issued 1,848,970 3,973,965 ========== ========= 5 AIRTRAX, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2004 (Unaudited) 3. SUPPLEMENTAL CASH FLOWS INFORMATION: There were no cash payments for income taxes during the six month periods ended June 30, 2004 and 2003. Interest paid during the six month period ended June 30, 2004 was $10,815; there was none paid during the six month period ended June 30, 2003. 4. CONTINGENCY During January 2004, the Company entered into an agreement with an NASD registered broker dealer to raise additional capital through a private placement offering. The offering consists of units, with each unit comprised of one share of common stock and a warrant to purchase 50% of an additional share at an exercise price of $.80. During the six months ended June 30, 2004, there were four closings on this offering, with 3,600,125 units issued yielding net proceeds of $2,446,562. The Company agreed as part of the fee of the placement agent, to sell additional warrants to the agent equal to no more than 10% of the units sold, at a price of $.001 per warrant. These warrants would allow the agent to purchase common stock during a five year term at $1.25 per share. On February 19, 2004, the Company reached an agreement in principal to purchase 51% of the stock of FiLCO GmbH., a German manufacturer of fork trucks (formerly Clark Material Handling Company of Europe) with a manufacturing facility in Mulheim, Germany (FiLCO). Until the Company finalizes certain union issues regarding the acquisition, the Company agreed to loan FiLCO approximately $1,220,000, to be advanced in monthly installments. Through June 30, 2004, loans totaling $1,000,000 had been made. These loans may be converted to capital on the books of FiLCO if the acquisition is completed. The seller, who will continue to own the remaining 49% of the FiLCO stock, has agreed that if the Company converts its loan to capital he also will convert to FiLCO capital a loan of 1,225,000 Euros that FiLCO owes to him. As additional consideration for this FiLCO stock purchase, the Company agreed to pay the seller 12,750 Euros and to issue to the seller 900,000 warrants to purchase Company stock; these warrants would be exercisable at $.01 per share. The Company also agreed to appoint the seller of the FiLCO stock a director of the Company and grant him options to purchase 100,000 shares of Company stock for $.01. Additionally, the Company agreed to advance funds, if needed, to FiLCO to provide for its working capital needs. Any advances made under the latter provision would be collateralized by the remaining 49% of FiLCO stock and would be repaid only from dividends paid on that 49% stock. 6 Item 2. Management's Discussion and Analysis and Results of Operations Forward Looking Statements This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those in the forward-looking statements as a result of various important factors. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such should not be regarded as a representation by AIRTRAX, Inc., or any other person, that such forward-looking statements will be achieved. The business and operations of AIRTRAX, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. Results of Operations - Three and Six Months Ended June 30, 2004 compared with Three and Six Months Ended June 30, 2003 The Company is a development stage company and has not engaged in full-scale operations for the periods covered by this report. The limited revenues for the 2003 period were derived from a contract with the United States Navy that relates to the research and potential application of omni-directional products for military use. The period-to-period results presented and discussed below are not necessarily meaningful comparisons due to the Company's development stage status, and are not indicative of future results. Revenues. For both the three and six month periods ended June 30, 2004, the Company had sales revenue of $0. This compares to revenues of $0 and $21,977 for the three and six months ended June 30, 2003, respectively. There was no billing for the Navy MP2 project in either the first or second quarters of 2004. The MP2 munitions carrier was delivered to the Navy on/or about April 1, 2004 for their evaluation and testing. Production of the Sidewinder ATX-3000 Omni-Directional Lift Truck is scheduled to begin pending wheel deliveries from Timken Corporation. Cost of Goods Sold. The Company's cost of goods sold for both the three and six months ended June 30, 2004 amounted to $0. For the three months and six months ended June 30, 2003, the Company's cost of goods sold were approximately $11,072 and $56,767, respectively. The Company's $0 cost of goods sold reflects that we had no sales during the three and six months ended June 30, 2004. Operating and Administrative Expenses. Operating and administrative expenses includes administrative salaries and overhead. For the three and six months ended June 30, 2004, the Company's operating and administrative expenses totaled $549,332 and $848,141, respectively. Operating and administrative expenses totaled $561,305 and $1,080,080 for the three and six months ended June 30, 2003, respectively. For the three and six months ended June 30, 2004 operating and administrative expenses decreased $11,937 (2%) and $231,939 (21%), respectively, compared with the same periods of 2003. These decreases are a result of decreased work on behalf of the United States Navy MP2 contract during this period. Net Loss Before Income Taxes. Net loss before income taxes for the three- and six-month periods ended June 30, 2004 totaled $545,237 and $851,650, respectively. For the three and six months ended June 30, 2003, net loss before income taxes totaled $582,887 and $1,133,048, respectively. The decrease in net loss before income tax for the three and six months ended June 30, 2004 compared with the same periods of 2003 was caused by the allocation of stock for services rendered in the first half of 2003 did not occur in 2004. Preferred Stock Dividends. During the three and six months ended June 30, 2004, the Company recorded dividends on preferred stock in the amount of $40,104 and $85,937, respectively. During the three and six months ended June 30, 2003, the Company recorded dividends on preferred stock in the amount of $0 and $80,749, respectively. The preferred stock dividends are payable to a company that is owned by the Company's President. Liquidity and Capital Resources - Three and Six Months Ended June 30, 2004. 7 As of June 30, 2004, the Company's cash on hand was $361,821 and working capital was $859,591. Since its inception, the Company has financed its operations through the private placement of its common stock. During the three months ended June 30, 2004, the Company sold an aggregate of 1,778,875 shares of common stock to accredited and institutional investors and issued an aggregate of 70,095 shares of common stock in consideration for services rendered. During the six months ended June 30, 2004, the Company sold an aggregate of 3,610,125 shares of common stock to accredited and institutional investors and issued an aggregate of 163,840 shares of common stock in consideration for services rendered. The Company anticipates that its cash requirements for the foreseeable future will be significant. In particular, management expects substantial expenditures for inventory, production, and advertising in anticipation of the rollout of its omni-directional forklift. The Company expects that it will be required to raise funds through the private or public offering of its securities. The Company's initial production run of ten SIDEWINDER Omni-Directional Lift Trucks is expected to be completed late in the third quarter of 2004 or early in the fourth, pending wheel deliveries. The Company's management believes that it has sufficient working capital to support its overhead and general and administrative expenses for the next 6 months. The Company will need additional funds to support production requirements beyond the initial production run of its forklift which are estimated to be $2,000,000. Of the total amount, approximately 75% is projected for parts and component inventory and manufacturing costs, with the balance projected as general operating expenditures, which includes overhead and salaries. The Company also will require additional funds to complete the acquisition of the 51% interest in Filco GmbH ("Filco"), and for Filco's working capital needs. As of June 30, 2004, the Company has loaned to Filco a total of $1 million, and an additional amount of approximately $220,000 will be required to complete the acquisition of Filco. The Company will supply operating capital to FilCo to finance their operations. Item 3. Controls and Procedures As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, the Company's principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. There was no significant change in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation. Part II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities During the period covered by this report, the Company sold an aggregate of 1,778,875 shares of common stock to 36 accredited and institutional investors and received gross proceeds totaling $1,423,100 from such sales. These sales were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and Rule 506 of Regulation D promulgated under the Act. Each subscriber was an "accredited investor," each subscriber represented his or her intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, appropriate legends were affixed to the share certificates issued in such transactions, and no advertisement or general solicitation was used in connection with the offering. The Company also issued an aggregate of 70,095 shares of common stock to American Machinery Export, L.L.C., Jeffrey Birdman, Brian Cartin and Andrew Guzettie in consideration for services rendered. Such issuances were exempt from registration pursuant to Section 4(2) of the Act. 8 Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit Number Description - -------------------------------------------------------------------------------- 2.1 Agreement and Plan of Merger by and between MAS Acquisition IX Corp. and Airtrax, Inc. dated November 5, 1999. (Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on January 13, 2000). 3.1 Certificate of Incorporation of Airtrax, Inc. dated April 11, 1997. (Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on November 19, 1999). 3.2 Certificate of Amendment to Certificate of Incorporation of Airtrax, Inc. dated November 11, 1999. (Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on November 19, 1999). 3.3 Certificate of Correction of the Company dated April 30, 2000 (Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on November 17, 1999). 3.4 Certificate of Amendment of Certificate of Incorporation dated March 19, 2001 (Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on November 17, 1999). 3.5 Amended and Restated By-Laws of the Company. (Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on November 19, 1999). 10.1 Employment agreement dated April 1, 1997 by and between the Company and Peter Amico. (Incorporated by reference to the Company's Form 8-K/A filed with the Securities and Exchange Commission on January 13, 2000). 10.2 Employment agreement dated July 12, 1999, by and between the Company and D. Barney Harris. (Incorporated by reference to the Company's Form 8-K/A filed with the Securities and Exchange Commission on November 19, 1999). 10.3 Consulting Agreement by and between MAS Financial Corp. and Airtrax, Inc. dated October 26, 1999. (Incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on November 19, 1999). 10.4 Employment Agreement effective July 1, 2002 by and between the Company and Peter Amico (Incorporated by reference to the Company's Form 10-KSB for the period ended December 31, 2002) 10.5 Agreement dated July 15, 2002 by and between the Company and Swingbridge Capital LLC and Brian Klanica. (Incorporated by reference to the Company's Form 8-K filed on August 7, 2002). 10.6 Agreement dated March 9, 2004 by and between Airtrax, Inc., and Fil Filipov and Addendum dated March 9, by and between Airtrax, Inc. and Fil Filipov. (Incorporated by reference to the Company's Form 8-K filed on March 9, 2004). 10.7 Product Development, Sales and Manufacturing Representation Agreement dated March 13, 2004 by and between Airtrax, Inc., and MEC Aerial 9 Platform Sales Corporation. (Incorporated by reference to the Company's Form 8-K filed on March 15, 2004). 10.8 General Sales Contract and Amendment dated March 10, 2004 by and between Airtrax, Inc with Incomex Saigon. (Incorporated by reference to the Company's Form 8-K filed on March 22, 2004). 31.1 Certification by Peter Amico, Chief Executive Officer and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by Peter Amico, Chief Executive Officer and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K. None. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12th day of August 2004. AIRTRAX, INC. By: /s/ Peter Amico --------------- Peter Amico, Chief Executive Officer, Principal Financial Officer and Chairman 11 EX-31 2 june30200410qsbex311.txt Exhibit 31.1 CERTIFICATION I, Peter Amico, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Airtrax, Inc. for the quarter ended June 30, 2004; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer is made known to us by others, particularly during the period in which this annual report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the small business issuer's disclosure controls and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. August 12, 2004 /s/ Peter Amico - ---------------- Peter Amico Chief Executive Officer and Principal Financial Officer EX-32 3 june30200410qsbex321.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Airtrax, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Amico, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. A signed original of this written statement required by Section 906 has been provided to Airtrax, Inc. and will be retained by Airtrax, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. August 12, 2004 /s/ Peter Amico --------------- Peter Amico Chief Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----