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.
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(Exact name of registrant as specified in its charter)
New Jersey 0-25791 22-3506376
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 Freeway Drive Unit One, Blackwood, NJ 08012
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(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
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Peter Amico
Chief Executive Officer