[  ]      

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

(Print or Type Responses)

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

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

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response. . . . 0.5

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

 Airtrax, Inc. (AITX)

6.

Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_x__

Director

___

10% Owner

__x_

Officer (give title below)

___

Other (specify below)

President

(Last)     (First)     (Middle)

Amico, Peter

3.

I.R.S. Identification Number of Reporting

Person, if an entity (voluntary)

4.

Statement for Month/Day/Year

2/7/03

(Street)

870-B Central Ave

5.

If Amendment, Date of Original (Month/Day/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)

Hammonton,      NJ  08037

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

1.

Title of Security
(Instr. 3)

2.

Transaction Date
(Month/Day/Year)

2A.

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

3.

Transaction Code
(Instr. 8)

4.

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

5.

Amount of Securities Beneficially Owned Following Reported Transactions(s)
(Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I)(Instr. 4)

7.

Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common stock

02/06/03

A

180,000

A

 1/

280,000

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

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.

Conversion or Exercise Price of Derivative Security

3.

Transaction Date
(Month/Day/Year)

3A.

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

4.

Transaction Code
(Instr. 8)

5.

Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6.

Date Exerciseable and Expiration Date
(Month/Day/Year)

7.

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

8.

Price of Derivative Security
(Instr. 5)

9.

Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10.

Ownership Form of Derivative Securities: Direct (D) or Indirect (I)
(Instr. 4)

11.

Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

/s/ Peter Amico
**Signature of Reporting Person

2/7/03
Date

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).

**

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, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure