UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2004.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from __________ to ________.
Commission file number: 001-16237
AIRTRAX, INC.
(Name of Small Business Issuer in its charter)
New Jersey 22-3506376
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
870B Central Avenue, Hammonton, New Jersey 08037
(Address of principal executive offices)
(609) 567-7800
(Issuer's telephone number)
Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court: Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: as of November 15, 2004, the issuer
had 13,374,342 shares of common stock, no par value, issued and outstanding.
Transitional Small Business Issuer Format (Check One): Yes [ ] No [X]
1
AIRTRAX, INC.
September 30, 2004 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
PAGE
Special Note Regarding Forward Looking Statements
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 1
Statements of Operations and Deficit Accumulated During
Development Stage 2
Statements of Cash Flows 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis or Plan of Operations 11
Item 3. Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 15
2
AIRTRAX, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
CONTENTS
Page
Balance Sheets 1
Statements of Operations and Deficit Accumulated
During Development Stage 2
Statements of Cash Flows 3
Notes to Financial Statements 4
3
AIRTRAX, INC.
(A Development Stage Company)
BALANCE SHEETS
September 30, 2004 December 31, 2003
------------------ -----------------
(Unaudited) (Audited)
ASSETS
Current Assets
Cash $ 178,991 $ 37,388
Accounts receivable - -
Accrued interest receivable 24,081 -
Inventory 516,596 384,754
Prepaid expenses 35,086 267,790
Deferred tax asset 320,231 201,005
------------- ------------
Total current assets 1,074,985 890,937
Fixed Assets
Office furniture and equipment 80,852 75,652
Automotive equipment 21,221 21,221
Shop equipment 24,459 22,155
Casts and tooling 185,384 173,639
------------- ------------
311,916 292,667
Less, accumulated depreciation 178,211 154,469
------------- ------------
Net fixed assets 133,705 138,198
Other Assets
Patents - net 77,322 43,053
Loans to Filco GmbH 1,230,000 -
Utility deposit 65 65
------------- ------------
Total other assets 1,307,387 43,118
------------- ------------
TOTAL ASSETS $ 2,516,077 $ 1,072,253
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 185,464 $ 475,951
Payroll taxes and other accrued liabilities 161,877 279,878
Shareholder deposits for stock 329,850 130,000
Current portion of note payable - 1,572
Stockholder note payable 32,665 80,895
------------- ------------
Total current liabilities 709,856 968,296
Long Term Liabilities
Long term portion of note payable - 3,974
------------- ------------
TOTAL LIABILITIES 709,856 972,270
------------- ------------
Stockholders' Equity
Common stock - authorized, 20,000,000 shares without
par value; issued and outstanding - 12,940,517 and
8,696,552, respectively 8,985,582 5,909,729
Preferred stock - authorized, 500,000 shares without
par value; 275,000 issued and outstanding 12,950 12,950
Deficit accumulated during development stage (6,985,359) (5,615,744)
Deficit prior to development stage (206,952) (206,952)
Total stockholders' equity 1,806,221 99,983
TOTAL LIABILITIES AND ------------- -------------
STOCKHOLDER'S EQUITY $ 2,516,077 $ 1,072,253
============= =============
The accompanying notes are an integral part of these financial statements.
F-2
AIRTRAX, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
For the Nine Month Periods Ended September 30, 2004 and 2003
(Unaudited)
May 19, 1997
(Date of Inception)
2004 2003 to September 31, 2004
---- ---- ---------------------
SALES $ - $ 21,977 $ 1,023,123
COST OF GOODS SOLD - 83,368 470,371
------------ ------------ ------------
Gross Profit (Loss) - (61,391) 552,752
OPERATING AND ADMINISTRATIVE EXPENSES 1,397,479 1,578,516 7,704,070
------------ ------------ ------------
OPERATING LOSS (1,397,479) (1,639,907) (7,151,318)
OTHER INCOME AND EXPENSE
Interest expense (23,716) (28,407) (167,886)
Interest income 24,091 24,091
Other income 131 7,914 75,446
NET LOSS BEFORE INCOME TAXES (1,396,973) (1,660,400) (7,219,667)
------------ ------------ ------------
INCOME TAX BENEFIT (STATE):
Current 119,226 149,436 119,226
Prior years - - 518,319
------------ ------------ ------------
Total Benefit 119,226 149,436 637,545
------------ ------------ ------------
LOSS ACCUMULATED DURING
DEVELOPMENT STAGE (1,277,747) (1,510,964) (6,582,122)
PREFERRED STOCK DIVIDENDS DURING
DEVELOPMENT STAGE (91,868) (80,749) (403,237)
DEFICIT ACCUMULATED DURING DEVELOPMENT ------------ ------------ ------------
STAGE $ (1,369,615) $ (1,591,713) $ (6,985,359)
============ ============ ============
NET LOSS PER SHARE - Basic and Diluted $ (0.12) $ (0.21)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 11,452,797 7,631,386
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
AIRTRAX, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
For the Three Month Periods Ended September 30, 2004 and 2003
(Unaudited)
May 19, 1997
(Date of Inception)
2004 2003 to September 30, 2004
---- ---- ---------------------
SALES $ - $ - $ 1,023,123
COST OF GOODS SOLD - 26,601 470,371
------------ ------------ ------------
Gross Profit (Loss) - (26,601) 552,752
OPERATING AND ADMINISTRATIVE EXPENSES 549,338 498,436 7,704,070
------------ ------------ ------------
OPERATING LOSS (549,338) (525,037) (7,151,318)
OTHER INCOME AND EXPENSE
Interest expense (9,986) (6,860) (167,886)
Interest income 13,964 - 24,091
Other income 37 4,545 75,446
------------ ------------ ------------
NET LOSS BEFORE INCOME TAXES (545,323) (527,352) (7,219,667)
------------ ------------ ------------
INCOME TAX BENEFIT (STATE):
Current 51,456 47,336 119,226
Prior years - - 518,319
Total Benefit 51,456 47,336 637,545
------------ ------------ ------------
LOSS ACCUMULATED DURING
DEVELOPMENT STAGE (493,867) (480,016) (6,582,122)
PREFERRED STOCK DIVIDENDS DURING
DEVELOPMENT STAGE (5,931) - (403,237)
------------ ------------ ------------
DEFICIT ACCUMULATED DURING DEVELOPMENT
STAGE $ (499,798) $ (480,016) $ (6,985,359)
NET LOSS PER SHARE - Basic and Diluted $ (0.04) $ (0.06) -
------------ ------------ ------------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 12,888,343 8,433,464
============ ============
The accompanying notes are an integral part of these financial statements.
F-4
AIRTRAX, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Nine Month Periods Ended September 30, 2004 and 2003
(Unaudited)
May 19, 1997
(Date of Inception)
2004 2003 to September 30, 2004
---- ---- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (1,277,747) $ (1,510,964) $ (6,582,122)
Adjustments to reconcile net loss to net cash
consumed by operating activities:
Charges not requiring the outlay of cash:
Depreciation and amortization 27,159 23,304 227,849
Value of common stock issued for services 623,401 1,017,315 2,638,126
Increase in accrual of deferred tax benefit (119,226) (149,436) (320,231)
Interest accrued on shareholder loan 3,775 - 20,850
Changes in current assets and liabilities:
(Decrease) increase in accounts payable
and accrued liabilities (225,888) 86,487 468,016
Increase in prepaid expense - - (146,957)
(Increase) decrease in accounts receivable (24,081) 41,678 (24,081)
Increase in inventory (131,842) (220,768) (516,596)
------------ ------------ ------------
Net Cash Consumed By
Operating Activities (1,124,449) (712,384) (4,235,146)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of equipment (19,249) (18,274) (318,227)
Additions to patent cost (37,686) - (114,678)
Advances to Filco GmBH (1,230,000) - (1,230,000)
------------ ------------ ------------
Net Cash Consumed By
Investing Activities (1,286,935) (18,274) (1,662,905)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds of common stock sales 2,696,462 760,899 6,165,970
Proceeds from option exercises 5,944 - 14,344
Proceeds of sales of preferred stock - -
12,950
Repayments of stockholder loans (52,005) (45,933) 35,120
Preferred stock dividends paid in cash (91,868) - (145,371)
Principal payments on installment note (5,546) - (5,971)
------------ ------------ ------------
Net Cash Provided By
Financing Activities 2,552,987 714,966 6,077,042
------------ ------------ ------------
Net Increase (Decrease) In Cash 141,603 (15,692) 178,991
Balance at beginning of period 37,388 51,431 -
------------ ------------ ------------
Balance at end of period $ 178,991 $ 35,739 $ 178,991
============ ============ ============
The accompanying notes are an integral part of these financial statements.
F-5
AIRTRAX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited interim financial statements of Airtrax, Inc. ("the Company") as
of September 30, 2004 and for the three month and nine month periods ended
September 30, 2004 and 2003, respectively, have been prepared in accordance with
U.S. generally accepted accounting principles. In the opinion of management,
such information contains all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results for such periods.
The results of operations for the quarter and nine month periods ended September
30, 2004 are not necessarily indicative of the results to be expected for the
full fiscal year ending December 31, 2004.
Certain information and disclosures normally included in the notes to financial
statements have been condensed or omitted as permitted by the rules and
regulations of the Securities and Exchange Commission, although the Company
believes the disclosure is adequate to make the information presented not
misleading. The accompanying unaudited financial statements should be read in
conjunction with the financial statements of the Company for the year ended
December 31, 2003.
2. COMMON STOCK
Shares of common stock totaling 270,000 and 4,243,965 shares, respectively, were
issued during the third quarter and first nine months of 2004, as follows:
Third Nine
Quarter Months
------- ------
Private placement sales - 3,610,125
Stock issued for services 270,000 433,840
Stock option exercises - 70,000
Issuance of shares sold in
prior year private placement - 130,000
------- ---------
Total shares issued 270,000 4,243,965
8
AIRTRAX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
3. SUPPLEMENTAL CASH FLOWS INFORMATION:
There was no cash payment for income taxes during either of the nine month
periods ended September 30, 2004 and 2003. Interest paid during the nine month
period ended September 30, 2004 was $10,815; there was none paid during the nine
month period ended September 30, 2003.
4. CONTINGENCIES
During January 2004, the Company entered into an agreement with an NASD
registered broker dealer to raise additional capital through a private placement
offering. The offering consisted of units, with each unit comprised of one share
of common stock and a warrant to purchase 50% of an additional share at an
exercise price of $.80. During the nine months ended September 30, 2004, there
were five closings on this offering, yielding net proceeds of $2,696,462. As of
September 30, 2004 a total of 3,600,125 units were issued as a result of these
closings. An additional 343,750 units included in the proceeds had not been
issued as of September 30, 2004; they were issued during October 2004. The
Company agreed as part of the fee of the placement agent to sell additional
warrants to the agent equal to no more than 10% of the units sold, at a price of
$.001 per warrant. These warrants would allow the agent to purchase common stock
during a five-year term at $1.25 per share. These issuances raised the total
number of warrants outstanding at September 30, 2004 to 3,160,063; these
warrants are exercisable at prices ranging from $.80 to $2.50 per share.
In March 2004, the Company reached an agreement in principal, subject to certain
closing conditions, with Fil Filipov to acquire 51% of the capital stock of
Filco GmbH, a German corporation. In April 2003, Filco GmbH acquired
substantially all of the assets of Clark Material Handling of Europe GmbH at
Clark's facility located in Rheinstrasse Mulheim a.d. Ruhr., Germany, excluding,
however, building and land and rights to the Clark name. Filco has entered into
an 18-month lease agreement with the current property owner with an option to
purchase the 200,000 square foot building and land for 4.7 million euros. Filco
GmbH has been operating this plant since July 1, 2003.
On or about 7 October 2004 an addendum was added to the above noted agreement in
principal in which the Company purchased, and Filipov sold, 75.1% of FiLCO GmbH.
A notarized document will be issued from a German notary for the sale to be
completed.
The purpose of this change is to give the Company control of Filco GmbH
including USGAAP and German law regarding consolidation and capitalization. This
change is offered and accepted by Fil Filipov as incentive to the Company to
fund the Filco operation to start up. All other conditions and terms of the
agreement between the parties shall remain the same.
The consideration for the proposed acquisition of a control equity interest in
Filco is the issuance of stock options to Mr. Filipov to acquire 900,000 shares
of common stock of the Company. The Company will loan Filco GmbH approximately
$1,300,000 which, if the acquisition is completed, may be kept on the records as
a loan or put into equity of Filco along with approximately 1,300,000 Euros
currently owed to Fil Filipov by Filco.
Thus far the Company has not finalized nor executed the acquisition agreement
but has loaned Filco an aggregate principal amount of $1.230 million pursuant to
various unsecured promissory notes. The Company has used proceeds from its
private placement offering conducted during the first quarter of 2004 to fund
9
such loans. Future amounts in the aggregate principal amount of $1,350,000 to be
loaned to Filco will be taken from the proceeds of this offering. Filco has
informed the Company that adequate working capital should be available in the
total amount of $5,000,000 in order for it to achieve profitable operations.
This amount includes funds expected to be provided to Filco by the Company if
the Company finalizes the Filco acquisition agreement. The Company expects to
raise additional funds from this private placement in order to loan fund to
Filco, should it finalize and execute the acquisition agreement.
In accord with the agreement, if finalized and executed, the stock option to be
issued to Mr. Filipov to acquire 900,000 shares of the Company's common stock
will be exercisable at a price per share of $0.01. No more than 12.5% of the
options can be exercised during any one year, and the exercise period for such
annual amount is three years. Mr. Filipov also will be appointed a director of
the Company and will receive an additional 100,000 options of common stock of
the Company for his role as director. The Company will be required to register
with the Securities and Exchange Commission all of the shares issuable to Mr.
Filipov, including those underlying the described stock options.
No assurance can be given that the acquisition agreement will be finalized, or
that if it agreement is finalized, that the conditions to closing will be
satisfied, or that the Company will raise sufficient funds to pay all amounts
due under the acquisition agreement. Further, in the event that the Company does
consummate the acquisition agreement, no assurance can be given that it will be
able to raise sufficient funds to meet the working capital needs of Filco, as
well as its own working capital needs. The Company's inability to raise
sufficient capital as discussed herein may impair Filco's operations as well as
its own operations.
The Company intends to appoint Mr. Filipov to the board of directors effective
upon completion of the acquisition.
10
Item 2. Management's Discussion and Analysis and Results of Operations
Forward Looking Statements
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially from those in the
forward-looking statements as a result of various important factors. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, such should not be regarded as a representation by AIRTRAX, Inc., or
any other person, that such forward-looking statements will be achieved. The
business and operations of AIRTRAX, Inc. are subject to substantial risks, which
increase the uncertainty inherent in the forward-looking statements contained in
this report.
Results of Operations - Three and Nine Months Ended September 30, 2004 compared
with Three and Nine Months Ended September 30, 2003
The Company is a development stage company and has not engaged in full-scale
operations for the periods covered by this report. A small portion of expenses
for the 2003 period were derived from a contract with the United States Navy
that relates to the research and potential application of omni-directional
products for military use. The period-to-period results presented and discussed
below are not necessarily meaningful comparisons due to the Company's
development stage status, and are not indicative of future results.
Revenues. For both the three and nine month periods ended September 30, 2004,
the Company had sales revenue of $0. This compares to revenues of $0 and $21,977
respectively for the three and nine months ended September 30, 2003. There was
no billing for the Navy MP2 project in either of the 2004 periods. The MP2
munitions carrier was delivered to the Navy on/or about April 1, 2004 for their
evaluation and testing. An Omni-Direction engine handler developed for the Navy
will be delivered to the Navy prior to the end of 2004. Production of the
Sidewinder ATX-3000 Omni-Directional Lift Truck is scheduled to begin pending
wheel deliveries from Timken Corporation.
Cost of Goods Sold. The Company's cost of goods sold for both the three and nine
months ended September 30, 2004 amounted to $0. For the three months and nine
months ended September 30, 2003, the Company's cost of goods sold were
approximately $26,601 and $83,368, respectively. The Company's $0 cost of goods
sold reflects that we had no sales during the three and nine months ended
September 30, 2004.
Operating and Administrative Expenses. Operating and administrative expenses
includes administrative salaries and overhead. For the three and nine months
ended September 30, 2004, the Company's operating and administrative expenses
totaled $549,338 and $1,397,479, respectively. Operating and administrative
expenses totaled $498,436 and $1,578,516 for the three and nine months ended
September 30, 2003, respectively. For the three and nine months ended September
30, 2004 operating and administrative expenses increased $50,902 and decreased
$181,037, respectively, compared with the same periods of 2003. These changes
are a result of decreased work on behalf of the United States Navy MP2 contract
during this period.
Net Loss Before Income Taxes. Net loss before income taxes for the three and
nine-month periods ended September 30, 2004 totaled $545,323 and $1,396,973,
respectively. For the three and nine months ended September 30, 2003, net loss
before income taxes totaled $525,352 and $1,660,400, respectively. The increase
in net loss before income tax for the three months ended September 30, 2004
compared with the same period of 2003 was caused by the allocation of labor and
services for vehicle preparation for ANSI testing which was scheduled for the
forth quarter. The decrease in net loss before income tax for the nine months
ended September 30, 2004 compared with the same period of 2003 was caused by the
allocation of stock for services in 2003 that did not occur in 2004.
Preferred Stock Dividends. During the three and nine months ended September 30,
2004, the Company recorded dividends on preferred stock in the amount of $17,187
and $51,561, respectively. During the three and nine months ended September 30,
2003, the Company recorded dividends on preferred stock in the amount of
$17,187and $51,561, respectively. The preferred stock dividends are payable to a
company that is owned by the Company's President.
11
Liquidity and Capital Resources - Three and Nine Months Ended September 30,
2004. As of September 30, 2004, the Company's cash on hand was $178,991 and
working capital was $365,129. Since its inception, the Company has financed its
operations through the private placement of its common stock. During the nine
months ended September 30, 2004, the Company sold an aggregate of 3,610,125
shares of common stock to accredited and institutional investors and issued an
aggregate of 433,840 shares of common stock in consideration for services
rendered. During the three months ended September 30, 2004, the Company sold an
aggregate of no shares of common stock to accredited and institutional investors
and issued an aggregate of 270,000 shares of common stock in consideration for
services rendered.
The Company anticipates that its cash requirements for the foreseeable future
will be significant. In particular, management expects substantial expenditures
for inventory, production, and advertising in anticipation of the rollout of its
omni-directional forklift. The Company expects that it will be required to raise
funds through the private or public offering of its securities.
The Company's initial production run of ten SIDEWINDER Omni-Directional Lift
Trucks is expected to be completed in the fourth quarter of 2004, pending wheel
deliveries. The Company will need additional funds to support production
requirements beyond the initial production run of its forklift which are
estimated to be $2,000,000. Of the total amount, approximately 75% is projected
for parts and component inventory and manufacturing costs, with the balance
projected as general operating expenditures, which includes overhead and
salaries. The Company also will require additional funds to complete the
acquisition of the 75.1% interest in Filco GmbH ("Filco"), and for Filco's
working capital needs. As of September 30, 2004, the Company has loaned to Filco
a total of $1.23 million. The Company will complete the acquisition of Filco
once operating capital for Filco is secured to FilCo to finance their
operations.
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of its principal
executive officer and principal financial officer of its disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, the Company's principal executive officer and
principal financial officer concluded that its disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Commission's rules and forms. There was no significant change in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period covered by this report, the Company did not sell any shares of
common stock to accredited and institutional investors which were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "Act"), Rule 506 of Regulation D promulgated under the Act, or pursuant to
any other private placement.
The Company issued an aggregate of 270,000 shares of common stock to certain of
its employees and consultants in consideration for services rendered. Such
issuances were exempt from registration pursuant to Section 4(2) of the Act.
12
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit Number
Description
----------------------------------------------------------------------
2.1 Agreement and Plan of Merger by and between MAS Acquisition IX
Corp. and Airtrax, Inc. dated November 5, 1999. (Incorporated by
reference to the Company's Form 8-K filed with the Securities and
Exchange Commission on January 13, 2000).
3.1 Certificate of Incorporation of Airtrax, Inc. dated April 11,
1997. (Incorporated by reference to the Company's Form 8-K filed
with the Securities and Exchange Commission on November 19,
1999).
3.2 Certificate of Amendment to Certificate of Incorporation of
Airtrax, Inc. dated November 11, 1999. (Incorporated by reference
to the Company's Form 8-K filed with the Securities and Exchange
Commission on November 19, 1999).
3.3 Certificate of Correction of the Company dated April 30, 2000
(Incorporated by reference to the Company's Form 8-K filed with
the Securities and Exchange Commission on November 17, 1999).
3.4 Certificate of Amendment of Certificate of Incorporation dated
March 19, 2001 (Incorporated by reference to the Company's Form
8-K filed with the Securities and Exchange Commission on November
17, 1999).
3.5 Amended and Restated By-Laws of the Company. (Incorporated by
reference to the Company's Form 8-K filed with the Securities and
Exchange Commission on November 19, 1999).
10.1 Employment agreement dated April 1, 1997 by and between the
Company and Peter Amico. (Incorporated by reference to the
Company's Form 8-K/A filed with the Securities and Exchange
Commission on January 13, 2000).
10.2 Employment agreement dated July 12, 1999, by and between the
Company and D. Barney Harris. (Incorporated by reference to the
Company's Form 8-K/A filed with the Securities and Exchange
Commission on November 19, 1999).
10.3 Consulting Agreement by and between MAS Financial Corp. and
Airtrax, Inc. dated October 26, 1999. (Incorporated by reference
to the Company's Form 8-K filed with the Securities and Exchange
Commission on November 19, 1999).
10.4 Employment Agreement effective July 1, 2002 by and between the
Company and Peter Amico (Incorporated by reference to the
Company's Form 10-KSB for the period ended December 31, 2002)
10.5 Agreement dated July 15, 2002 by and between the Company and
Swingbridge Capital LLC and Brian Klanica. (Incorporated by
reference to the Company's Form 8-K filed on August 7, 2002).
10.6 Agreement dated March 9, 2004 by and between Airtrax, Inc., and
Fil Filipov and Addendum dated March 9, by and between Airtrax,
Inc. and Fil Filipov. (Incorporated by reference to the Company's
Form 8-K filed on March 9, 2004).
10.7 Product Development, Sales and Manufacturing Representation
Agreement dated March 13, 2004 by and between Airtrax, Inc., and
MEC Aerial
13
Platform Sales Corporation. (Incorporated by reference to the
Company's Form 8-K filed on March 15, 2004).
10.8 General Sales Contract and Amendment dated March 10, 2004 by and
between Airtrax, Inc with Incomex Saigon. (Incorporated by
reference to the Company's Form 8-K filed on March 22, 2004).
31.1 Certification by Peter Amico, Chief Executive Officer and
Principal Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (filed herewith)
32.1 Certification by Peter Amico, Chief Executive Officer and
Principal Financial Officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (filed herewith)
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 15th day of
November 2004.
AIRTRAX, INC.
By: /s/ Peter Amico
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Peter Amico, Chief Executive Officer,
Principal Financial Officer and Chairman
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