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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).

(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

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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)

___

Director

_x__

10% Owner

___

Officer (give title below)

___

Other (specify below)

(Last)     (First)     (Middle)

Arcon Corp.

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

I

Held by Peter Amico, the sole owner of Arcon Corp.

Common stock

1,408,892.

D

Common stock

  305,737

I

Held as security for a loan

Voting preferred stock

275,000

D

Held by 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

Preferred stock dividend

 1/

1/

1/

1/

1/

Common

stock

1/

1/

1/

Explanation of Responses:
1/ 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.

Arcon Corp.

/s/Peter Amico

Peter Amico-President
**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