SCHEDULE 14C
                         (RULE 14C-101)

          INFORMATION REQUIRED IN INFORMATION STATEMENT

                    SCHEDULE 14C INFORMATION

         INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Check the appropriate box:
[ ]      Preliminary Information Statement
[ ]      Confidential, for Use of the Commission Only (as
permitted by  Rule 14c-5(d)(2))
[X]      Definitive Information Statement

                                 AIRTRAX, INC.
                  (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Payment of Filing Fee (Check the appropriate box):

[X]  No Fee required.

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange  Act  Rule  0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials

[ ] Check  box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and  identify the filing for  which the  offsetting fee was
paid previously.  Identify  the previous filing  by registration  statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:






                          AIRTRAX, INC.

                       870-B Central Avenue
                   Hammonton, New Jersey 08037

                      INFORMATION STATEMENT

               WE ARE NOT ASKING YOU FOR A PROXY,
          AND YOU ARE REQUESTED NOT TO SEND US A PROXY


                             GENERAL
       This  Information  Statement  is  being furnished to the stockholders of
AirTrax, Inc., a New Jersey corporation (the "Company"), in connection with the
proposed adoption of a Certificate of Amendment to the Company's Certificate of
Incorporation  (the  "Amendment")  by  the  written consent of the holders of a
majority  in  interest of  the Company's voting  capital stock ("Voting Capital
Stock") consisting  of  the  Company's  outstanding  Common Stock, no par value
("Common  Stock"), and outstanding  5%  Voting  Preferred  Stock,  no par value
("Preferred Stock").  The  Company's  Board  of Directors on December 13, 2000,
approved and  recommended that  the Certificate of  Incorporation be amended in
order to increase  the Company's authorized  Common Stock from 5,000,000 shares
to 10,000,000 shares. A consent of shareholders holding in excess of a majority
of the  Voting Capital  Stock  approving the Amendment was executed on December
15, 2000.   The proposed Amendment will become effective upon the filing of the
Amendment with the Secretary  of State of the State of New Jersey.  The Company
anticipates that the filing of the Amendment will occur on or about January 31,
2001.  If the  proposed  Amendment was not adopted by written consent, it would
have been required  to be  considered by  the Company's stockholders at special
stockholders'  meeting convened  for  the  specific  purpose  of  approving the
Amendment.

      The  elimination  of  the  need  for a special meeting of stockholders to
approve the  Amendment is made  possible by  Section  14A:5-6 of the New Jersey
Business Corporations Act (the "NJBCA") which provides that the written consent
of  the  holders  of  outstanding  shares  entitled  to  vote  at  a meeting of
stockholders, having not less than the minimum  number of votes which  would be
necessary  to authorize or  take  such action at a  meeting at which all shares
entitled to vote thereon were present and voted, may  be substituted for such a
special meeting. Pursuant to Section  14A:5-6  of the  NJBCA, a majority of the
outstanding shares of voting capital stock entitled to vote thereon is required
in  order to amend the Company's  Certificate  of  Incorporation.   In order to
eliminate the costs  and  management time involved in holding a special meeting
and  in  order  to  effect  the  Amendment  as  early  as  possible in order to
accomplish  the purposes  of the Company as hereafter described,  the  Board of
Directors of the Company voted to utilize the written consent of the holders of
a  majority  in  interest of  the  Voting  Capital  Stock  of  the Company.  As
discussed hereafter, the Board of Directors has recommended the increase in the
Company's  authorized  Common  Stock  from  5,000,000 to 10,000,000 in order to
complete its  business plan  through future financings,  which  may include the
sale of its Common Stock in private or public offerings.

      The  record  date  established by the Company for purposes of determining
the number of  outstanding  shares  of Voting  Capital Stock  of the Company is
December 13, 2000  (the "Record Date").  On the  Record  Date, Peter Amico, the
Company's  President and Chairman, and Arcon Corp.,  a corporation wholly owned
by  Mr. Amico  ("Affiliate"),  own in the  aggregate 1,679,071 shares of Common
Stock and 275,000 shares of Preferred Stock of the Company of the Company. Each
share of Preferred  Stock  is  entitled to cast 10 votes on all matters brought
for shareholder  vote.   On  the  Record  Date, Mr. Amico and the Affiliate own
4,429,071 (or 58.45%) of a total of 7,578,012 outstanding Voting Capital  Stock
of the  Company (after giving effect to  the 10 for one rights of the Preferred
Stock) entitled to vote on this matter.  Mr. Amico and the Affiliate gave their
written consent to the adoption of the Amendment described in  this Information
Statement on December 15, 2000.   The  written consent  to the Amendment by the
majority shareholders of Voting capital  Stock  becomes effective on  upon  the
filing of the  written consent with  the Secretary of the Company.  The Company
will  prepare  and  file  a  Certificate  of  Amendment  to  its Certificate of
Incorporation  with  the  State  of  New  Jersey  effecting the increase in the
Company's authorized common stock.  The Company anticipates that the  filing of
the Amendment will occur on or about January 31, 2001.   The date on which this
Information Statement was first sent to the stockholders is on or about January
20, 2001.

       Pursuant  to  Section 14A:5-6 of the  NJBCA, the  Company is required to
provide at least 10 days advance written notice of the taking  of the corporate
action without a meeting to stockholders who  have not consented in  writing to
such action.  Inasmuch as the Company will have provided to its stockholders of
record this Information Statement, the Company will  notify its stockholders at
the time of distribution of its next Form  10-KSB of the  effective date of the
Amendment.  No  additional action  will  be undertaken pursuant to such written
consents, and  no  dissenters'  rights  under  the  NJBCA  are  afforded to the
Company's stockholders as a result of the adoption of the Amendment.

                  OUTSTANDING VOTING STOCK OF THE COMPANY

      As  of  the Record  Date, there were 4,828,012 shares of Common Stock and
275,000 shares  of Preferred  Stock  outstanding.  Each  share of  Common Stock
entitles  the  holder   thereof  to  one  vote  on  all  matters  submitted  to
stockholders.  Each share  of Preferred Stock entitles the holder thereof to 10
votes on all matters submitted to stockholders.

                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                            OWNERS AND MANAGEMENT

The following table identifies  as of the Record Date information regarding the
current  directors and  executive officers of  the Company and those persons or
entities who  beneficially  own  more than 5% of its Common Stock and Preferred
Stock of the Company:


                                             Percentage of   Percentage of
                    Common Stock  Preferred  Common Stock    Preferred Stock
                  Beneficially  Voting Stock Beneficially    Beneficially
Name(1)             Owned(2)      Rights(3)  Owned(2)        Owned(3)
- ----------------------------------------------------------------------
[S]                  [C]            [C]          [C]             [C]
Peter Amico
President and
Chairman          1,719,071(4)    2,750,000(5) 35.31%        100%

D. Barney Harris     90,494(6)         -0-      1.87%         -0-
Vice President and
Director

Frank Basile        110,128(7)         -0-      2.28%         -0-
Director

James Hudson         55,800(8)         -0-      1.16%         -0-
Director

John Watt Jr.       109,000(9)         -0-      2.26%         -0-
Secretary and
Director

Daniel H. Luciano    21,375            -0-      0.44%         -0-
Director

All directors     2,105,868(10)   2,750,000    43.10%(9)     100%
and executive
officers as a
group (6 persons)
- -----------------
(1).  The  address  of each beneficial owner is 870-B Central Avenue Hammonton,
New Jersey 08037, the address of the Company.
(2).  Based  on  4,828,012  shares of common stock outstanding as of the Record
Date,  except  that  shares  of  common  stock  underlying  options or warrants
exercisable within 60 days of the date hereof  are deemed to be outstanding for
purposes of calculating the beneficial ownership of securities of the holder of
such options or warrants.
(3).  Based upon 275,000 outstanding shares of preferred stock.
(4).  Represents  (i) 1,619,071 shares  of  common stock held by Arcon Corp., a
corporation  wholly owned by Mr. Amico, (ii) 60,000 shares of common stock held
by  Mr. Amico, and  (iii)  options  to  purchase 40,000  shares of common stock
pursuant to Mr. Amico's employment agreement.
(5).  The  amount  gives  effect to the 10 for 1 voting rights per share of the
preferred stock.
(6).  Includes 12,500 shares  of common stock underlying options exercisable to
Mr. Harris' employment agreement.
(7).  Includes 5,128 shares of common stock held by an affiliate, 10,000 shares
of  common  stock  held  by  his  spouse  and  5,000  shares  of  common  stock
exercisable as director's options
(8). Includes 44,500 shares held by an affiliate.
(9). Includes 100,000 shares held jointly with his spouse, and 4,000 held by an
affiliate.
(10). Includes  shares  of common stock underlying options held by Mr. Amico in
the amount of 40,000, Mr. Harris in the amount of 12,500 and  Mr. Basile in the
amount of 5,000.




                    AMENDMENT TO CERTIFICATE TO EFFECT INCREASE
                          AUTHORIZED SHARES OF CAPITAL STOCK



GENERALLY.
- ------------

         The  Board  of  Directors of the Company proposes to amend paragraph 5
of  the  Company's  Certificate  of  Incorporation  to  increase  the number of
authorized shares of common stock, no par value, from 5,000,000 to 10,000,000.


REASONS FOR THE PROPOSED INCREASE IN AUTHORIZED SHARES.

The Company is currently authorized to issue  5,000,000 shares of Common Stock,
no par  value, of  which 4,828,012 shares  were  issued  and outstanding at the
close  of  business on  the  Record  Date. The Company  will require additional
capital  to  complete  its  business plan, which includes the commercialization
and sale of its omni-directional  forklift.  The Company  will seek  to acquire
the necessary  capital  through future  financings,  including the private  and
public  sale of its  Common  Stock.  Although  the Company  has had discussions
with  a number  of investors to  purchase  Common  Stock  of  the  Company on a
private  placement basis, the  Company  has no  present agreement to  issue any
additional  securities.  Management  of the Company is not aware of any present
efforts of any persons to  accumulate Common Stock  or to obtain control of the
Company, and  the proposed increase in authorized shares of Common Stock is not
intended to  be an anti-takeover device.  The  amendment is being sought solely
to augment liquidity and enhance corporate flexibility.

      There can be no assurances, nor can the Board of Directors of the Company
predict what effect, if  any, these proposed amendments will have on the market
price of the Company's Common Stock.  The amendments are being sought solely to
facilitate addition equity financings of the Company.

NO DISSENTER'S RIGHTS.

Under NJBCA, stockholders are not  entitled to  dissenter's rights of appraisal
with respect to  the Company's proposed amendments to the Company's Certificate
of Incorporation to increase the authorized Common Stock of the Company.

The complete text of the proposed Amendment to the Certificate of Incorporation
is set forth as Exhibit A to this Information Statement.

BY ORDER OF THE BOARD OF DIRECTORS


/S/ Peter Amico                           January 16, 2001
Peter Amico,
President and Chairman
AirTrax, Inc.





                            EXHIBIT "A"

                           AIRTRAX, INC.
                      CERTIFICATE OF AMENDMENT
                                 OF
                    CERTIFICATE OF INCORPORATION

The  undersigned  corporation, organized under the laws  of  the State of
New Jersey, to amend its Certificate of Incorporation in accordance  with
Chapter 9 of the New Jersey Business Corporation Act, hereby certifies:

       FIRST: The name of the Corporation is AIRTRAX, INC.

       SECOND:  The  effect a change in the number  of authorized
shares  of common stock of the Corporation, paragraph  5  of  the Certificate
of Incorporation of the Corporation is amended  to read in its entirety as
follows:

The aggregate number of shares which the Corporation shall have authority to
issue is ten million five hundred thousand (10,500,000), itemized by classes,
par value of shares, shares without par value, and series, if any, within a
class, is:

                                                     Par value per Share or
                     Series                          statement that Shares
           Class    (if any)     Number of Shares      have no par value
          -------  ---------     ----------------    ----------------------

          Common                     10,000,000             No Par
          Preferred                     500,000             No Par

The relative rights, preferences and limitations of the shares of each class
and series (if any), are as follows:

      The Board of Directors shall have the authority by vote
      of the majority of the Shareholders hereof, to assign
      certain characteristics to all or any part of the Class A
      Preferred Stock  which may be used to acquire capital,
      restructure the capitalization, maintain voting control,
      reduce dilution and any other purpose which would be
      deemed in the best interest of the Shareholders.

      THIRD:  The  shareholders of the corporation adopted  this amendment
without a meeting pursuant to written consent  of  the shareholders on
December 15, 2000.

     FOURTH: The number of shares entitled to vote were 4,828,012 shares of
common  stock and 275,000 shares of preferred  stock. Each share of
preferred stock is entitled to 10 votes per  share on  all matters brought
for a shareholder vote. The total number of  voting shares is 7,578,102 after
giving effect to the 10 for 1  voting rights of the preferred stock. The
number of shares  of common stock that voted for the amendment was 1,679,071
and the number of shares of preferred stock that voted for the amendment was
275,000 (or 2,750,000 votes, after giving effect to the 10 for 1 voting
rights of the preferred stock), for a total of 4,429,071 votes cast for the
amendment. All votes were through written consent.

      IN  WITNESS  WHEREOF, AIRTRAX, INC.  has caused  its  duly authorized
officer to execute this Certificate on this the  __day of January 2001.

AirTrax, Inc.


_______________
Peter Amico
President