Form 8-K for Airtrax, Inc.
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 25, 2007
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.
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
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
On
April
25, 2007, management of Airtrax, Inc. (the “Company”) determined, after
consultation with its independent registered public accounting firm, that a
restatement of its financial statements for the year ended December 31, 2006
filed on Form 10-KSB, together with the quarterly report on Form 10-QSB for
the
period ending September 30, 2006 (collectively, the “Reports”), is necessary due
to the
issuance of convertible debentures and warrants (collectively, the “Securities”)
in July 2006 for the settlement of liquidated damages from our October 2005
private placement. The Securities were not previously recorded on the Company’s
books and records. Additionally, the Company determined that a correction of
the
accounting for the settlement of liquidated damages in July 2006, in connection
with its November 2004 private placement, was also required. As a result, such
financial statements included within the Reports should no longer be relied
upon.
The
Company has discussed this matter with its independent accounting
firm.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of business
acquired.
|
Not
applicable.
| (b) |
Pro
forma financial
information.
|
Not
applicable.
|
Exhibit
Number
|
|
Description
|
|
99.1
|
|
Letter
from Robert G. Jeffrey, CPA dated as of May 1,
2007.
|
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.
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|
|
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Airtrax, Inc. |
|
|
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| Date: May
1,
2007 |
By: |
/s/ Robert
M.
Watson |
| |
Robert
M. Watson
Chief
Executive Officer
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