FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

Amico, Peter

2. Issuer Name and Ticker or Trading Symbol
Airtrax, Inc. (AITX)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
 X Director                                     X  10% Owner
 X Officer (give title below)          Other (specify below)

(Last)      (First)     (Middle)

Airtrax,Inc.
870-B Central Ave

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

4. Statement for
Month/Year
12/31/2002

(Street)

Hammonton,      NJ  08037

5. If Amendment,
Date of Original
(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock

100,000

D

Common Stock

1,408,892

I

Held by Arcon Corp., an affiliate

Common Stock

305,737

I

Held as security for a loan

Voting Preferred Stock

275,000

I

Held by Arcon Corp, an affiliate

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Common stock options

 1/

1/

A

180,000

 1/

 1/

Common stock

180,000

1/

180,000

D

Preferred stock dividend

2/

2/

A

2/

2/

2/

Common stock

2/

2/

2/

I

Held by Arcon Corp., an affiliate

Explanation of Responses:

1/ The options were granted to Mr. Amico under two separate employment agreements. Of the total amount, Mr. Amico was entitled to receive stock options; (i) for 10,000 shares for services rendered during each respective annual period ending June 30, 2001 and 2002, exercisable at a total price of $2.00 (for 20,000 shares), (ii) for 25,000 shares for services rendered during each respective annual period ending June 30, 2001 and 2002, exercisable at $0.315 per share, (iii) for 15,000 shares for services rendered during each respective period ended June 30, 1999, 2000, 2001 and 2002, exercisable at a price of $0.1575 per share, and (iv) for 50,000 shares for services during the annual period ended June 30, 2003, exercisable at a total price of $0.01. There are no expiration dates to the options. The exercise of these options were reported under a Form 4 filed by the reporting person on February 7, 2003.

2/ Arcon Corp. is the holder of 275,000 shares of voting preferred stock. The preferred stock has a stated value per share of $5.00 and an annual dividend per share equal to 5% of the stated value. Dividends are cumulative and the holder has a right during any quarter to waive any cash dividend and receive the dividend in the form of common stock at a price per share equal to 30% of the lowest private offering or trading price of the common stock. As of December 31, 2001, accrued dividends under the features of the preferred stock which have not been paid as of such date could result in the issuance of 246,731 shares of common stock to Arcon Corp. Accrued dividends for fiscal 2003 have not been determined.

By: /s/ Peter Amico

          Peter Amico
**Signature of Reporting Person

02/18/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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