[DESCRIPTION]SCHEDULE 13G



                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                SCHEDULE 13G
                  Under the Securities Exchange Act of 1934

                             (Amendment No.: 0)*

                                AirTrax, Inc.
                              (Name of Issuer)

                                Common Stock
                        (Title class of Securities)

                                008920 10 0
                               (Cusip Number)

                              November 4, 1999
           (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.

     [ ] Rule 13d-1(b)
     [ ] Rule 13d-(c)
     [X] Rule 13d-1(d)

       *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosure provided in a prior page.

       The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

                            Page 1 of 4 pages

- -----------------------------------------------------------------------------
CUSIP No. 008920 10 0
- -----------------------------------------------------------------------------

1. Name of Reporting Persons: Arcon Corp.
   IRS Identification Nos. of Above Person: n/a

- -----------------------------------------------------------------------------
2. Check if member of a group (See Instructions): (a) [ ]
                                                  (b) [X]
- -----------------------------------------------------------------------------
3. SEC Use only
- -----------------------------------------------------------------------------
4. Citizenship or Place of Organization: New Jersey
- -----------------------------------------------------------------------------

                  5. Sole voting Power: 4,445,737
NUMBER OF         -----------------------------------------------------------
SHARES            6. Shared Voting Power: 0
BENEFICIALLY      -----------------------------------------------------------
OWNED BY          7. Sole Dispositive Power: 4,445,737
EACH              -----------------------------------------------------------
REPORTING         8. Shared Dispositive Power: 0
PERSON
WITH
- -----------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
   4,445,737
- -----------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ].
- -----------------------------------------------------------------------------
11. Percent of Class Represented by Amount in row (9): 61%
- -----------------------------------------------------------------------------
12. Type of Reporting Person: CO
- -----------------------------------------------------------------------------
Item 1.
       (a) Name of Issuer: AirTrax, Inc.

       (b) Address of Issuer's Principal Executive Offices:
           1616 Pennsylvania Ave, #122, Vineland, New Jersey 08361

Item 2.
       (a) Name of Person Filing: Arcon Corp.

       (b) Address of Principal Business Office or, if none, residence:
           1616 Pennsylvania Ave, #122, Vineland, New Jersey 08361

       (c) Citizenship or Place of Organization: New Jersey

       (d) Title of Class of Securities: Common Stock

       (e) CUSIP: 008920 10 0


                            Page 2 of 4 pages


Item 3. If this statement is filed pursuant to Rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

       (a) [ ] broker or dealer registered under Section 15 of the Act.

       (b) [ ] Bank as defined in section 3(a)(6) of the Act.

       (c) [ ] Insurance company as defined in section 3(a)(19) of the Act.

       (d) [ ] Investment company registered under section 8 of the Investment
               Company Act of 1940.

       (e) [ ] An investment advisor in accordance with #240.13d-
               1(b)(1)(ii)(E).

       (f) [ ] An employee benefit plan or endowment fund in accordance with
               #240.13d-1(b)(1)(ii)(F).

       (g) [ ] A parent holding company or control person in accordance with
               #240.13d(b)(1)(ii)(G).

       (h) [ ] A savings association as defined in Section 3(b) of the Federal
               Deposit Insurance Act (12 U.S.C. 1813).

       (i) [ ] A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act of 1940 (15 U.S.C. 80a-3).

       (j) [ ] Group, in accordance with #240.13d-19b)(10(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box [ ].

Item 4. Ownership

Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

       (a) Amount Beneficially Owned (as of December 31, 1999): 4,445,737
           (See Item 6)

       (b) Percent of Class: 61%

       (c) Number of shares as to which the person has:

           (i) sole power to vote or to direct the vote: 4,445,737
           (ii) shares power to vote or to direct the vote: 0
           (iii) sole power to dispose or to direct the disposition of:
           4,445,737
           (iv) shared power to dispose or direct the disposition of: 0

                               Page 3 of 4 pages


Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
that five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Arcon Corp. ("Arcon") is a corporation wholly owned by Peter Amico, the
Issuer's president and chairman. As of December 31, 1999, Arcon owns
1,695,737 shares of common stock and 275,000 shares of a Non Convertible
Preferred stock that has 10 for 1 voting rights.

Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not applicable.

                                  SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

DATE    February 10, 2000            Arcon Corp.

                                     /s/ Peter Amico
                                     ---------------
                                     Peter Amico
                                     President

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