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): February 7, 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 1.02 Termination of a Material Definitive Agreement.

As  previously  disclosed  in our  Current  Report  on Form 8-K  filed  with the
Securities  and  Exchange  Commission  on February 1, 2006,  we entered  into an
Acquisition  Agreement (the  "Acquisition  Agreement")  dated as of February 19,
2004, as amended, with Filco GmbH, a German corporation  ("Filco"),  pursuant to
which we agreed,  subject to certain  conditions,  to purchase a 75.1% ownership
interest in Filco.  To date,  we have not  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.

In addition  to the  foregoing,  as  previously  disclosed  in said Form 8-K, on
January  20,  2006 Filco filed for  insolvency  in  Germany.  As a result of the
filing by Filco,  we terminated the  Acquisition  Agreement on February 7, 2006.
The Company  currently  intends to engage in  discussions  with the  receiver in
Germany to determine the status of its secured and unsecured  loans to Filco, as
well as to explore the  possibility of purchasing all or a portion of the assets
of Filco. 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 9, 2006                 /s/ Peter Amico
                                       -----------------------
                                       Peter Amico
                                       Chief Executive Officer