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): ~~April~~May 416, 2008

Airtrax, Inc.

(Exact name of registrant as specified in its charter)

New Jersey	0-25791	22-3506376
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

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~~ 5Item 1.0201 ~~Departure~~Entry ~~of Directors~~into ora ~~Certain Officers; Election of Directors; Appointment of Certain~~Material ~~Officers;~~Definitive ~~Compensatory Arrangements of Certain Officers~~Agreement.

On ~~April 4~~May 16, 2008, ~~Robert~~we ~~Watson~~entered ~~resigned~~into ~~as Chief Executive Officer, President and~~ a ~~director~~Subscription ofAgreement ~~Airtrax Inc.~~ (the ~~“Company”~~"Purchase Agreement"), ~~effective~~with ~~immediately. Mr.~~certain accredited ~~Watson~~and/or ~~will~~qualified ~~continue~~institutional investors pursuant to ~~serve~~which aswe sold an ~~advisor~~aggregate of to$99,995.28 ~~the~~principal ~~Company~~amount onsecured aconvertible ~~part-time~~debentures (the "Debentures") ~~consulting~~convertible ~~basis~~into toshares ~~continue~~of toour ~~pursue~~common ~~financing~~stock, ~~for~~no par value (the ~~Company. There~~ ~~was~~"Common noStock") at ~~disagreement~~a orconversion ~~dispute~~price ~~between~~equal Mrto $0.05 ~~Watson and~~ (the ~~Company~~"Conversion ~~which~~Price"), ~~led~~for toan ~~his~~aggregate purchase ~~resignation~~price of $99,995.28.

~~Pursuant~~The toDebentures ~~the~~mature ~~Company’s~~on ~~Bylaws~~November 16, in2008 ~~the~~and ~~event~~accrue ~~that~~interest ~~the~~at ~~Chief~~an ~~Executive~~annual ~~Officer~~rate ~~shall~~of ~~vacate~~8%, ~~his~~with orinterest ~~her~~payable ~~office~~monthly ~~and~~starting ~~there~~June is30, no2008. ~~replacement,~~We may in our discretion prepay the ~~Company’s~~Debentures ~~Chairman~~prior ofto maturity. The investors have been ~~the~~previously ~~Board~~granted ofa ~~Directors~~security ~~shall~~interest ~~fill~~in ~~the~~our ~~vacancy~~assets ~~and~~pursuant ~~assume~~to ~~the~~a ~~responsibilities~~security agreement and ~~title~~subsidiary ofguaranty entered into on or about February 20, 2007 (the ~~Chief~~“2007 ~~Executive~~Security ~~Officer~~Documents”). ~~However,~~Pursuant to the ~~Company~~Purchase ~~does~~Agreement, ~~not~~we ~~currently~~acknowledged ~~have~~that athe ~~Chairman~~Debentures ofshall ~~the~~be ~~Board~~included ofin ~~Directors. The~~the ~~Company~~definition of is“Obligations” ~~searching~~under ~~for~~the a2007 ~~new~~Security ~~Chief Executive Officer~~Documents.

The Conversion Price of the Debentures is subject to adjustment in certain events, including, without limitation, upon our consolidation, merger or sale of all of substantially all of our assets, a reclassification of our Common Stock, or any stock splits, combinations or dividends with respect to our Common Stock.

In connection with the Purchase Agreement, we entered into a Waiver Consent and Amendment Agreement with investors from our February 2007 private placement pursuant to which they waived their right of participation and the consented to our entering into the Purchase Agreement.

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)	Shell company transactions.

Not applicable.

(d)

Exhibits.

Exhibit Number		Description
4.1		Form of secured convertible note
10.1		Form of Subscription Agreement
10.2		Form of Waiver Consent and Amendment Agreement
10.3		Form of Funds Escrow Agreement

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: April 9, 2008	By:	/s/ ANDREW GUZZETTI
May 20, 2008	By:	/s/ WILLIAM F. HUNGERVILLE
		Andrew Guzzetti
		William F. Hungerville
		Director
		Chief Executive Officer

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