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 13, 2006

                                  Airtrax, Inc.
                                  -------------
             (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)

       Registrant's telephone number, including area 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 1.01 Entry into a Material Definitive Agreement.

On  February  13,  2006,  we  completed a private  placement  of our 8% Series D
Unsecured Convertible  Debentures (the "Debentures") and Stock Purchase Warrants
(the  "Warrants")  to certain  accredited  investors  pursuant  to that  certain
Subscription  Agreement (the "Subscription  Agreement") dated as of February 13,
2006 under which we sold an aggregate of $391,200  principal  amount  Debentures
convertible  into shares of our common stock, no par value (the "Common Stock"),
and  warrants  to  purchase  250,769  shares  of our  Common  Stock  to  certain
accredited  investors  who  are  parties  to  the  Subscription  Agreement  (the
"Investors") for an aggregate purchase price of $391,200.

The Debentures mature on February 13, 2007.  Provided there then exists no event
of default by us under the  Debentures,  the  principal  of and any  accrued but
unpaid   interest  due  under  the   Debentures   on  the  maturity  date  shall
automatically  be converted  into shares of Common Stock on the maturity date at
the then  applicable  conversion  price.  The  Debentures  pay  simple  interest
quarterly  accruing at the annual rate of 8%,  either in the form cash or shares
of our Common Stock,  at our election,  which shall be valued and computed based
upon the conversion price of the Debentures. The Debentures are convertible into
shares of our Common Stock at a conversion  price equal to $1.56.  We may in our
discretion  require,  after 90 days from the closing  date,  that the  Investors
convert all or a portion of the Debentures at a price equal to$1.56 per share.

In addition, we issued 250,769 Warrants to the Investors, representing an amount
of Warrants  equal to 100% of the  quotient of (i) the  principal  amount of the
Debentures  issued at the closing date divided by (ii) the  conversion  price of
the Debentures. The Warrants are exercisable at a price equal to $2.50, from the
date of issuance until 5 years after the closing date.

The Investors are be entitled to "piggy-back"  registration rights of the shares
of common stock  issuable upon  conversion of the Debentures and exercise of the
Warrants  pursuant to the  Subscription  Agreement  on  registration  statements
(other than on Form S-8, S-4 or similar Forms) filed by us.

We claim an  exemption  from the  registration  requirements  of the Act for the
private placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated  thereunder since,  among other things, the transaction
did not involve a public  offering,  the  Investors  were  accredited  investors
and/or qualified  institutional  buyers, the Investors had access to information
about us and their investment,  the Investors took the securities for investment
and not resale, and we took appropriate measures to restrict the transfer of the
securities.

Item 2.03 Creation of a Direct Financial Obligation.

          See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

          See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

      (a) Financial statements of business acquired.

          Not applicable.

      (b) Pro forma financial information.

          Not applicable.

      (c) Exhibits.



Exhibit
Number                             Description
------- ------------------------------------------------------------------------
10.1    Form of Subscription Agreement of Airtrax, Inc. dated as of February 13,
        2006.
10.2    Form of 8% Series D Unsecured Convertible Debenture of Airtrax, Inc.
10.3    Form of Stock Purchase Warrant of Airtrax, Inc.








                                   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 27, 2006                  /s/ Peter Amico
                                         ---------------------------------------
                                         Peter Amico
                                         Chief Executive Officer