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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 20, 2006

                                  Airtrax, Inc.
                                 -------------
             (Exact name of registrant as specified in its charter)



       New Jersey                      0-25791                   22-3506376
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


                 200 Freeway Drive Unit One, Blackwood, NJ 08012
                 -----------------------------------------------
              (Address of principal executive offices and Zip Code)
                                 (856) 232-3000

                                   Copies to:
                               Richard A. Friedman
                              Eric A. Pinero, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events

As  previously  disclosed  in our  filings  with  the  Securities  and  Exchange
Commission,  we entered into an Acquisition  Agreement  dated as of February 19,
2004, as amended, with Filco GmbH, a German corporation  ("Filco"),  pursuant to
which we agreed to purchase a 75.1% ownership interest in Filco. We have not yet
completed the acquisition but have loaned Filco an aggregate principal amount of
$6,255,462,  exclusive  of  interest  at 8% per annum,  pursuant  to a series of
secured and unsecured promissory notes.

On January 20,  2006,  Filco  filed for  insolvency  in Germany.  As of the date
hereof, the Acquisition  Agreement remains in place and has not been terminated.
As additional  information  becomes  available to us in connection  with Filco's
insolvency, we will make additional disclosures to the public.

Item 9.01 Financial Statements and Exhibits.

(a)  Financial statements of business acquired.

     Not applicable.

(b)  Pro forma financial information.

     Not applicable.

(c)  Exhibits.

     None.


                                   SIGNATURES

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


                                                    Airtrax, Inc.


Date: February 1, 2006                              /s/ Peter Amico
                                                    ---------------
                                                    Peter Amico
                                                    Chief Executive Officer