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.
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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
(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
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Peter Amico
Chief Executive Officer