SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                  Commission File Number 001-16237

                           NOTIFICATION OF LATE FILING

|X| Form 10-K              |_| Form 11-K        |_| Form 20-F     |_| Form 10-Q
|_| Form N-SAR

         For Period Ended: December 31, 2005

|_| Transition Report on Form 10-K   |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F   |_| Transition Report on Form N-SAR


     For the Transition Period Ended: _______________________________________

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates: ________________________
________________________________________________________________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant                              Airtrax, Inc.
Former name if applicable
Address of principal executive office                200 Freeway Drive, Unit One
City, state and zip code                             Blackwood, NJ 08012


                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense and the  registrant  seeks  relief  pursuant  to Rule  12b-25  (b),  the
following should be completed. (Check box if appropriate.)

              (a)    The reasons described in reasonable detail in Part III of
                     this form could not be eliminated without unreasonable
                     effort or expense;
              (b)    The subject annual report, semi-annual report, transition
                     report on Form 10-K, 20-F, 11-K or Form 10-Q, or portion
                     thereof will be filed on or before the 15th calendar day
|X|                  following the prescribed due date; or the subject quarterly
                     report or transition report on Form 10-Q, or portion
                     thereof will be filed on or before the fifth calendar day
                     following the prescribed due date; and
              (c)    The accountant's statement or other exhibit required by
                     Rule 12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

     The  registrant  is in the process of preparing and reviewing the financial
information  of the Company.  The process of  compiling  and  disseminating  the
information  required to be included in the Form 10-KSB for the relevant  fiscal
year,  as  well  as the  completion  of the  required  review  of the  Company's
financial  information,  could not be completed without incurring undue hardship
and expense.  The registrant  undertakes the  responsibility to file such annual
report no later than fifteen days after its original date.

                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

   Peter Amico                      (856)                        232-3000
     (Name)                      (Area Code)               (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                  |X| Yes      |_| No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                  |X|   Yes    |_| No

If so: attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

     For the year ended  December  31,  2004,  the  registrant  had  revenues of
approximately  $0 and a net  loss of  approximately  $(2,272,000).  For the year
ended December 31, 2005, the registrant currently estimates that it had revenues
of approximately $719,806 and a net loss of approximately $(13,400,000). Results
for the year ended  December 31, 2005 remain  subject to further  adjustment and
actual results may differ significantly from the foregoing estimates.


                                  Airtrax, Inc.
                   Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: March 31, 2006                                 By: /s/ Peter Amico
                                                         ---------------
                                                         Peter Amico
                                                         President