U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


FORM 10-KSB/A
(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the period ended December 31, 1999

[ ] TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from ___ to ____.

Commission file number: 0-25791

                               AIRTRAX, INC.
                           __________________________
                 (Name of Small Business Issuer in its charter)

New Jersey                                     22-3506376
_________________                           ___________________
(State of Incorporation)                (I.R.S. Employer I.D. Number)



1616 Pennsylvania Avenue, #122, Vineland, New Jersey    08361
_______________________________________________________________
     (Address of principal executive offices)        (Zip Code)


Issuer's telephone number 856-327-8112.
                         --------------

Securities registered under Section 12 (b) of the Act:

         Title of each class       Name of exchange on which
         to be registered          each class is to be registered

            None                              None


Securities registered under Section 12(g) of the Act:

                          Common Stock
                         (Title of Class)

Check whether issuer (1) filed all reports 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

Check if there is no disclosure of delinquent filers in response to Item
405 of  Regulation S-B is not contained in this form, and  no disclosure
will be contained, to the best of registrant's knowledge, in  definitive
proxy or information statements incorporated  by reference in Part II of
this Form 10-KSB or any amendment to this Form 10-KSB. [x]

State issuer's revenues for the most recent fiscal year. $79,302

As of  March 31, 2000,  the aggregate  market  value  of the voting and
non-voting  common  equity  held  by  non-affiliates  as  approximately
$10,576,193.   This calculation is based upon the average bid  price of
$2.25 and asked price of $5.50 of the common stock on March 31, 2000.

The number of shares issued and  outstanding  of issuer's common stock,
no par value, as of December 31, 1999 was 4,663,880.

DOCUMENTS INCORPORATED BY REFERENCE

None.


PART I

Item 1. Description of Business.

INTRODUCTION

AirTrax, Inc.  ("AirTrax" or "Company")  was  incorporated in  the State
of  New Jersey  on April 17, 1997.  On May 19, 1997, the Company entered
into a  merger agreement with a predecessor company  that  initiated and
advanced the  omni-directional technology.   The predecessor company was
incorporated on May 10, 1995.   The Company became the surviving company
in the merger.

Pursuant to  an  Agreement and Plan of Merger dated  November 5, 1999 by
and between  AirTrax  and  MAS Acquisition IX Corp.  ("MAS"), an Indiana
corporation,  all  of the issued and outstanding shares of capital stock
of MAS were exchanged for 114,867 shares of AirTrax.  AirTrax became the
surviving company in the merger.  As used in this Form 10-KSB, the terms
"Company"  or   "AirTrax"   refers   to   AirTrax,  Inc.  and  companies
previously acquired.

AirTrax  is  a  development  stage  company  that has developed an omni-
directional wheel technology intended to be used for various  commercial
applications.

The Company's executive offices are located at 1616 Pennsylvania Avenue,
#122,  Vineland,  New Jersey  08361  and  its  telephone number is (856)
327-8112.

THE COMPANY

OMNI-DIRECTIONAL TECHNOLOGY

Prior History.

An  early  stage  omni-directional  wheel  was  patented  by  a Swedish
inventor.  The technology was  purchased  by the United States Navy and
was advanced at  the Naval Surface  Warfare Center.  The Navy held  the
patent  until  its  expiration in 1990.  In  January  1996, the Company
entered into a Cooperative Research and Development Agreement ("CRADA")
with the Navy to transfer the technology to the  Company.  Since CRADA,
the  Company   has  advanced  the development  of  the  technology  for
various  applications including  use  on  forklifts  and other material
handling equipment.

Technology Description.

An  omni-directional  vehicle  employing  the  Company's technology  is
capable of traveling in any direction. On a four-wheel omni-directional
vehicle,  each  omni-directional wheel has its own independent electric
or hydraulic motor  and  the  motion  of  the vehicle is  controlled by
coordinating  all  four wheels through a microprocessor  that  receives
input from an operator-controlled joystick. Unlike most vehicles, there
is  no  conventional drive train, axle, or steering rack.  The basis of
the  Company's  omni-directional  technology  consists  primarily  of a
mobile platform  with four omni-directional wheels.  Each wheel has its
own electric or  hydraulic  motor that turns a wheel hub.  However, the
wheel hub is not covered by a  conventional  rubber tire.  Rather, each
wheel hub is encircled  with multiple  tapered  rollers that are offset
45 degrees. The tapered rollers, fabricated from steel and covered with
polyurethane, are extremely durable. By independently  controlling  the
rotation of  each  wheel,  the  vehicle has the capability of traveling
in any direction.  The joystick controls the  direction of the vehicle.
The  technology  allows  the  vehicle   to   move  forward,  laterally,
diagonally,  or  completely  rotate  within its own  footprint, thereby
allowing  it  to  move  into  confined spaces  without  difficulty. The
navigational  options of  an  omni-directional  vehicle  are  virtually
limitless. The omni-directional wheel can be manufactured in almost any
size, depending upon the application.  For  instance, the  wheel can be
used on miniature vehicles or massive load-carrying vehicles. Presently,
the  Company  has  incorporated  omni-directional  technology  into   a
prototype forklift.

CURRENT OPERATIONS.

During   the   past  three  years, substantially  all of  the Company's
resources  and operations have  directed towards the development of the
omni-directional  wheel and related  components for forklift and  other
material handling applications.  Many of its components, including  the
unique  shaped wheels, motors and frames, have been  specially designed
by  the  Company  and  specially  manufactured.  A  pilot  model  of  a
commercial omni-directional forklift is currently operational, however,
additional testing and component refinement will be  required  prior to
commercial  production  and  sale. Testing by Underwriters  Laboratory,
and  by  the Company to meet the stability  standards of  the  American
National Standards Institute  (ANSI B56) also   will  be required.  The
Company  anticipates  that required  testing and  component  refinement
would be completed in the second or third quarter of 2000.  The results
of the additional testing may cause the further delay in the commercial
sale of the product.  However, management does not expect any  material
functionality defects during the final test period.


EXISTING AND PROPOSED PRODUCTS

Omni-Directional Products.

The  omni-directional forklift will be available in the ATX, ATX-E and
ATX-ER series with 3000 through 6000 pound capacities.  Each series is
briefly described below.

ATX Series.   This  series  will  the  standard  version featuring the
revolutionary omni-directional technology.  This forklift will deliver
unequaled maneuverability providing significantly  improved  operating
efficiencies  in  the  materials  handling  industry.   This  model is
expected  to  retail at a prices higher than standard forklifts.

ATX-E Series.   In  addition to  the omni-directional technology, this
series permits the upper section of the forklift to extend and retract.
This  feature effectively reduces the overall dimension of the machine
while  carrying  a  load to  approximately    84 inches enabling it to
traverse a eight-foot aisle sideways.

ATX-ER Series.  In addition to the omni-directional technology and the
extend/retract  feature, the  upper section of this series can  rotate
allowing loads to be transferred from one side to the other  while the
forklift remains stationary.

At  this time, the Company's product pricing has not been established.
However, the  Company  believes that  its  ATX  series will range from
$36,500 to $39,900 per unit.

During 1999, the Company was awarded a Phase I research contract under
the Department of Defense's Small Business Innovation Research Program
("SBIR") to  develop  an  omni  directional  Multiple Purpose Mobility
Platform (MP2).   The  Phase I contract studied the application of the
omni-directional  technology for military use and  was  supervised  by
the Naval Air Warfare  Center Aircraft Division ("NAWC") in Lakehurst,
New Jersey.  The  contemplated  use  includes the installation  of jet
engines on military aircrafts and the transportation of munitions  and
other military goods. The Company completed the Phase I base  contract
in  1999 and subsequently has been granted a Phase I option from  NAWC
to further define the uses of the MP2.  The Company  also was  advised
that NAWC has recommended it for a Phase II research contract  ("Phase
II Contract"), however, as of this date, the  contract  has  not  been
awarded.  The total amount of the  Phase II Contract,   if awarded, is
anticipated be between $600,000 and $1 million and, payable  during  a
24  month  performance period.  The contract will  further  study  the
feasibility  of  the  MP2 for  military  purposes,  and   likely  will
include the construction  of  one or more proto-type devices. The SBIR
program enables the Government to place  production orders for awarded
products under a Phase III Contract. Although  management believes the
underlying  omni  directional  technology  for the proposed  MP2   has
significant potential for both  commercial and  military applications,
no assurances can be given  that  Company will be awarded the Phase II
Contract nor that  any  product  sales from the United States military
under a Phase III contract will result.

The Company has conducted a preliminary design of an  omni-directional
wheel for wheelchair applications. It will require additional funds to
complete a structural and ergonomic design of a proto-type wheelchair,
as well  as  the construction  of  the  proto-type  for evaluation and
testing.  Although  management  recognizes  the  potential utilitarian
benefit  and  corresponding  market  size  of   an    omni-directional
wheelchair,  no  assurances can  be   given  that  the  product can be
successfully developed by the Company.

Other Products.

Since 1995, the Company and its predecessor have manufactured and sold
a helicopter ground handling device.  Sales to date have been limited,
and management believes that future sales will be insignificant.

The Company has recently  completed  a feasibility  study for a hybrid
power supply  module  for forklifts and other battery powered mobility
machines.   It is  designed  to  replace  a  standard battery enabling
operation  on  either  fossil fuel or battery  power.  The module will
consist of a generator coupled to  a specially  designed  battery with
micro-processor  controls.   Its  unique  hybrid feature will enable a
forklift to  be powered  by  battery  indoors without noise or exhaust
pollution,  and  by  fossil  fuel  outdoors  or in other non pollution
sensitive areas.  The battery is designed  to re-charge  during fossil
fuel  use   thereby  eliminating  re-charging   downtime   customarily
experienced  by  battery   powered forklifts.  The Company has filed a
provisional patent for the unique features of the hybrid power module.

MANUFACTURING AND SUPPLIERS.

The  Company has entered into an arrangement with H&R Industries, Inc.
located  in  Warminster,  Pennsylvania  to  commercially  produce  the
forklift.  The Company believes that this arrangement will be suitable
for its production needs during fiscal  2000.  The Company intends  to
establish  arrangements  with one or more  other facilities to satisfy
its future production requirements.  As of this  date, the Company  is
exploring  production   facilities  domestically  and internationally,
however, it has not entered into any formal arrangements at this time.
In  addition, it is conceivable  the  Company  may  establish its own
manufacturing facility in the future if economically advantageous.

Components  for  the  Company's  forklifts consist of over the counter
products  and  products  that  have   been   specially   designed  and
manufactured by various  suppliers in  collaboration with the Company.
The Company believes that continual refinements of certain  components
will occur during the  first  six  months  of  initial  production  in
response to user feedback.  The Company will strive to improve product
functionality which may require additional refinements in the future.

The Company considers the specially designed and  manufactured products
proprietary and has entered into exclusive contractual  agreements with
such suppliers. In addition, while the Company maintains single sources
for the over the counter components, it believes that other sources are
available if necessary.

MARKETING

The  Company   intends  to  establish  an  exclusive   dealer  network
nationally and  internationally  for its  forklift  product line. Each
dealer  likely will  be an existing equipment distributor, and will be
granted  an  exclusive territory.  In  addition,  each  dealer will be
required to  purchase a number of forklifts commensurate with the size
of its territory.   To  date, the Company has conducted limited dealer
solicitation.   The  Company  will  initiate  its  dealer solicitation
following  the successful testing  of its forklift.   In addition, the
Company  plans   to  increase  user  awareness  through  print  media,
advertising, and trade  shows, as well as direct industry contact.

MARKETS

Forklifts.

The  Company's  initial market focus will be directed to  the forklift
market.   The Company  believes  the  commercial version  of the omni-
directional forklift will revolutionize  the  materials  handling  and
warehousing industries creating sales markets globally.  Industry  data
indicates  that during 1998  approximately  174,000  and  550,000 units
were  sold  in  the  United States and worldwide,  respectively (Modern
Materials Handling).  Based upon  an average per  unit  sale  price  of
$28,500 (Company estimate), the total market in the United States would
approximate $5 billion in 1998. This amount represents sales of a broad
range of vehicles  with  price ranges  from  $18,000 to  $23,000  for a
standard  3000-pound  vehicle to  $80,000 or more for specialty  narrow
aisle or side loaders.   Of the  total  market, management  expects  to
compete  with  mid-range  electrical and fossil  fuel riders, and  some
specialty narrow aisle or side loaders.

Man Lifts.

Man lifts are used in the construction and warehousing industries, and
are I deally suited for omni directional technology. According to data
provided by the United Department of Commerce, this market consists of
approximately $1.2 billion in annual sales.   Man  lifts range in size
from  single  user  lifts  to large off road  machines.  Of the  total
market,  the  Company  expects to  compete  with A range of indoor man
lifts.

COMPETITION

Although  the  Company  believes  that  initially it will not confront
direct  competition  for  its omni-directional  technology,   it  does
anticipate  facing  competition  from  competing technologies  in  the
future.   In the immediate  future, however, the Company will confront
competition  from conventional products in the materials handling  and
warehousing industry (ie.  other  forklift companies).  Many  of these
companies  are  subsidiaries  of  major   national  and  international
equipment  companies,  and  have  significantly   greater   financial,
engineering, marketing  and  other  resources  than  the  Company.  In
addition, the patent on omni-directional technology expired  in  1990.
Although the Company has sought patent protection  for certain aspects
of  its  technology,  no assurances can  be  given  that  such  patent
protection will effectively thwart competition.

PATENTS AND PROPRIETARY RIGHTS

In  December  1997, the  Company  was  awarded a patent for  an omni-
directional  helicopter  ground-handling  device.  In March 1998, the
Company  filed   a patent application encompassing certain aspects of
the omni-directional forklift.  In  addition, the Company anticipates
that it will  make other  patent  applications  relating  to  certain
aspects of its omni-directional  technology.   Recently, the  Company
filed patent applications for its power module and  for an additional
feature of its  omni  directional  wheel.  The  Company also seeks to
protect its proprietary technology through exclusive supply contracts
with manufacturers for specially designed and manufactured components.

BACKLOG

The Company had no backlog for the year ended December 31 1999. There
is no seasonal impact on the Company's sales.

FACILITIES

The Company maintains its administrative offices at 1616 Pennsylvania
Avenue, #122, Vineland,  New  Jersey  08361  on premises owned by the
president of the  Company.  As  of December 31, 1999, the arrangement
between the parties has  been  rent-free.  In  addition,  the Company
maintains  limited offices at H&R Industries, Inc. ("H&R Industries"),
located  at  100  Park  Avenue, Warminster, Pennsylvania  18974.  H&R
Industries provides contract manufacturing and  assembly  services to
the  Company.   As of December 31, 1999, the  arrangement  between the
parties has been rent-free.

PRODUCT LIABILITY

Due to nature of the Company's business, the  Company may  face claims
for  product liability  resulting  from the  use  or  operation of the
Company's forklifts or other products.

Presently, the  Company  does  not  maintain  any   product  liability
insurance.  It intends to obtain such insurance commensurate with  the
initial shipment of its omni-directional forklifts.

EMPLOYEES

As of December 31, 1999, the Company has five employees, which includes
its  President  and  Executive  Vice  President.  The  Company  has  no
collective bargaining  agreements with  its  employees and believes its
relations with its employees are good.


Item 2. Description of Property.

The  Company maintains its administrative offices at 1616 Pennsylvania
Avenue,   #122,  Vineland,  New Jersey  08361 on premises owned by the
president of the Company.  As  of  December 31, 1999, the  arrangement
between  the  parties  has been rent-free.  In addition,  the  Company
maintains  limited offices at H&R Industries, Inc. ("H&R Industries"),
located at 100  Park  Avenue,  Warminster,  Pennsylvania  18974.   H&R
Industries provides contract manufacturing and  assembly  services  to
the  Company.  As  of December 31, 1999,  the  arrangement between the
parties has been rent-free.


Item 3. Legal Proceedings.

None

Item 4. Submission of Matters to Vote of Security Holders.

None


PART II

Item 5.  Market Price of and Dividends on the Registrant's Common Equity
and Related Stockholder Matters.

The  Company's  common  stock  has  traded  on the NASDAQ OTC Bulletin
Board since March 6, 2000 under the symbol "AITX". Prior to such time,
the  Company's common stock  traded on the National Quotation Bureau's
"pink sheets".

The table below sets forth the high and low bid prices of  the  Common
stock  of  the Company as reported by NASDAQ.  The quotations  reflect
inter-dealer prices, without retail mark-up, mark-down, or commissions
and  may  not  necessarily represent actual transactions.  There is an
absence  of an  established trading  market  for  the Company's common
stock,  as the market is  limited, sporadic and highly  volatile.  The
absence of an active market may  have an effect upon the high  and low
priced as reported.

2000                                  Low Bid    High Bid
1st Quarter                            $2.25       $3.50

As  of  December 31, 1999, there are 840 shareholders of record of the
Company's common  stock.  Although  there  are no restrictions on  the
Company's  ability  to  declare  or pay dividends, the Company has not
declared  or  paid  any  dividends  since its inception' and  does not
anticipate  paying  dividends  in the future.


Item 6. Management's Discussion and Analysis.

The following  discusses  the financial results of the Company for the
periods indicated.

Results of Operations

Fiscal year end 1999 compared with Fiscal year end 1998.

The Company has been a development stage company for the 1999 and 1998
period.

Revenues  for  fiscal 1999  were  $79,302  representing an increase of
$59,717  from  revenues of  $19,585 for the 1998 period.  Revenues for
the 1999 period consisted of $9,354 in sales of a non omni-directional
product and  $69,709 in contract revenues from the United States Navy.
Revenues  for  1998  were 19,585 and consisted of sales of a non omni-
directional product.

Cost  of  sales  for  1999  was $10,083 which  consisted  on parts and
manufacturing costs.   Cost of sales for 1998 was $7,637 and consisted
of principally of parts and manufacturing costs.

General  and  administrative  expenses  which  includes administrative
salaries,  depreciation  and  overhead  for  the  1999  period totaled
$765,382 which  represents  an  increase  of  $261,733  from  $503,649
incurred in  1998.   The  increase  is due primarily to higher payroll
costs  of $141,382 to  reflect an  increase in salary to the president
of the Company and the initiation of a salary to the vice president of
the  Company,  higher  professional  fees of $77,456, and  general and
administrative   costs  increases  as  the  Company  moves  closer  to
commercial production.  The stated increases  were  partially  offset,
however,  by  a reduction of prototype development costs.

Liquidity and Capital Resources

Since  its  inception, the Company has  financed its operations through
the private  placement  of  its  common stock. During 1999, the Company
raised approximately $872,268 net of  offering  costs  from the private
placement of its common stock.

As  of  December 31, 1999, the Company had limited working capital. The
Company  anticipates  that  its use of cash will be substantial for the
foreseeable future.  In particular, management of  the  Company expects
substantial  expenditures   for  inventory  and  product production  in
anticipation of  the  rollout  of  its  omni-directional  forklift. The
Company intends to fund its operations through the issuance  of  equity
and/or debt securities.  Presently, the Company is seeking capital from
one or more funding  sources,  however, at this time no arrangement has
been finalized.  No  assurances  can  be given that the Company will be
successful in  obtaining  sufficient capital to fund the  initiation of
its production activities. If the Company is unable to obtain sufficient
funds in the near future, such event will have a material adverse impact
on the Company and its business prospects.

Disclosure Regarding Forward Looking Statement and Cautionary Statement.

Forward Looking Statements.    Certain  of the  statements contained in
this Annual Report on Form 10-KSB includes "forward looking statements"
within  the  meaning of Section 21E of the Securities Exchange  Act  of
1934,  as  amended   ("Exchange  Act").    All  statements  other  than
statements  of historical facts included in this Form 10-KSB  regarding
the  Company's  financial  position, business strategy, and  plans  and
objectives   of   management  for   future   operations   and   capital
expenditures, and other matters, are forward looking statements.  These
forward looking statements are  based  upon  management's  expectations
of  future events.  Although  the  Company  believes  the  expectations
reflected in such forward  looking  statements  are  reasonable,  there
can be no assurances that such expectations will  prove to be  correct.
Additional  statements  concerning important factors  that  could cause
actual  results to  differ materially from  the Company's  expectations
("Cautionary  Statements")   are  disclosed  below  in  the  Cautionary
Statements section and elsewhere in this Form 10-KSB.   All written and
oral forward looking statements attributable to the Company or  persons
acting  on behalf of the  Company  subsequent to the date of this  Form
10-KSB are expressly  qualified  in  their  entirety by the  Cautionary
Statements.

Cautionary  Statements.   Certain risks and uncertainties are inherent
in the Company's business. In addition to other information  contained
in  this Form  10-KSB, the following Cautionary Statements  should  be
considered when evaluating the forward looking statements contained in
this Form 10-KSB:

NEED  FOR  ADDITIONAL  CAPITAL.   The Company  will require additional
capital  immediately  and  long  term  to  meet its ongoing  operating
requirements. The immediate need includes funds to  complete the final
testing  of  its  pilot  model  forklift.  In  the future, in order to
initiate full scale production, the Company  will  require significant
funds for inventory, manufacturing costs and for other working capital
needs.  The Company intends on raising the capital through  a  private
or public financing   of  debt  or equity.  Presently, the Company has
no commitment for any such funding.   No assurances  can be given that
the Company will  be successful  in obtaining  such financing on terms
acceptable to the Company or on any terms.  The Company's inability to
obtain  such  financing could  have  a material adverse affect on  the
Company.

LACK  OF COMMERCIAL PRODUCT.   The  Company  has  developed  the pilot
version of its  unique,  omni-directional  forklift.   The  commercial
introduction of the product is subject, however, to additional testing
and component refinement. Due to the  unique performance attributes of
the  forklift, the  forklift  will  undergo  a series of unprecedented
tests relating to these attributes.  Although  management is confident
in the performance capabilities  of  the  forklift, management has not
performed these tests separately. If the forklift cannot perform these
tests successfully, the commercial sale of the product will be delayed.
It  also  is  conceivable  that  forklift  may be redesigned to lessen
certain of the competitive advantages of the forklift.  The occurrence
of either event may have a negative impact  upon the operations of the
Company.

LACK OF A DETERMINED PRODUCT PRICES AND IMPACT ON PROFIT MARGINS.
The  Company  is assessing  present and projected component pricing in
order to establish a pricing policy for the ATX Series forklifts.  The
Company has not completed its assessment as current prices for certain
forklift  components  reflect  special  development  charges which are
expected to be  reduced  as order  volume for such components increase
and  as  manufacturing efficiencies  improve.  The  Company intends to
price its forklifts so as to  maximize  sales  yet  provide sufficient
operating margins. Given the uniqueness of its product, the Company is
uncertain   of  pricing   sensitivity  of  product   in   the  market.
Consequently, the pricing policy for  its forklifts may be  subject to
change, and actual  sales  or  operating  margins  may  be  less  than
projected.

LIMITED OPERATING HISTORY. The Company is a development stage company,
and, together with its predecessor, has been in operation  since 1995.
However, since 1995, the Company's operations have been limited to the
development of its omni-directional products, and limited revenue  has
been generated  during this period.  Consequently, its business may be
subject to  the  many  risks  and  pitfalls  commonly  experienced  by
development stage companies.   There can be no assurances that  future
operations will be profitable.

LACK OF INDICATIONS OF PRODUCT  ACCEPTABILITY.   The  success  of  the
Company will be dependent upon its  ability  to  sell omni-directional
products in quantities sufficient to yield profitable results. To date,
the  Company  has  received  limited  indications  of  the  commercial
acceptability of certain of its omni-directional products. Accordingly,
no  assurances  can  be  given that  the  Company's   omni-directional
products can be marketed and sold in a commercial manner.

LACK OF ESTABLISHED DISTRIBUTION CHANNELS.   The Company does not have
an  established channel of distribution for its forklift product line.
It intends on establishing a network of exclusive  dealers  throughout
the United States.   Although the Company has received indications  of
interest  from  a  number  of  equipment  distributors, to  date, such
indications have been limited.   No  assurances  can be given that the
Company will be successful in establishing its intended dealer network.

FEATURES  OF  PREFERRED  STOCK.   The  Company  has  275,000 shares of
preferred stock  outstanding that are  held by  an  affiliate  of  the
President.   The stock  carries  a  10 for 1 voting right and a stated
value  of $5.00 per share.   The preferred stock carries a liquidation
preference  equal  to  the  stated  value  and  an  annual, cumulative
dividend  preference  of five  percent, all to the detriment of common
shareholders.   In  addition, the  holder  may  elect  to receive  the
dividend in the  form  of common  stock  at a discount to  the  market
price  (see Item 12 Certain Relationships and Related Transactions).

MANAGEMENT.   The  ability  of the Company to successfully conduct its
business  affairs will be dependent upon the capabilities and business
acumen  of  current  management  including  Peter Amico, the Company's
President.  Accordingly, shareholders  must be  willing to entrust all
aspects  of the  business  affairs  of  the  Company  to  its  current
management.   Further, the loss of any one of the Company's management
team  could have a material adverse impact on its continued operation.

CONTROL EXERCISED BY MANAGEMENT.   The existing officers and directors
will control approximately 70% of the shareholder votes.  This control
by management  is in the form of common stock and preferred stock that
has 10 for 1 voting  rights.   Consequently, management  will  control
the  vote on all matters brought  before shareholders, and  holders of
common stock  may have no power in corporate decisions usually brought
before shareholders.

NATURE OF BUSINESS/INSURANCE.   The manufacture, sale and use of omni-
directional forklifts and other mobility or material handling equipment
is generally considered to be  an industry of a high  risk with a high
incidence  of serious personal injury or property loss.  In  addition,
although the Company intends to provide on-site safety demonstrations,
the  unique, sideways movement of the forklift may  heighten potential
safety risks.  Despite the  fact that the Company intends to  maintain
sufficient  liability  insurance  for  the  manufacture and use of its
products, one or more  incidents of  personal  injury or property loss
resulting from the operation  of its products could  have  a  material
adverse impact on the business of the Company.

COMPETITION.    Although  management  believes  its  product will have
significant competitive  advantages  to  conventional  forklifts,  the
Company  will be  competing in  an industry  populated by  some of the
foremost   equipment    and   vehicle   manufacturers  in  the  world.
Substantially   all  of  these   companies   have  greater  financial,
engineering and other resources than the  Company.   No assurances can
be given  that  any  advances or  developments made  by such companies
will not supersede  the competitive advantages of the Company's  omni-
directional forklift.   In addition, many of the Company's competitors
have long-standing arrangements with Equipment  distributors and carry
one  or  more of competitive products in addition to forklifts.  These
distributors are prospective dealers for the Company.  It therefore is
conceivable  that  some  distributors  may  be loath to enter into any
relationships  with  the Company  for  fear  of jeopardizing  existing
relationships with one or more competitors.

PENNY STOCK REGULATION.   The  Company's  common stock may be deemed a
"penny stock"  under  federal  securities  laws.  The  Securities  and
Exchange  Commission has  adopted  regulations  that  define a  "penny
stock" generally to be any  equity security  that  has  a market price
of less than $5.00 per share,  subject  to  certain exceptions.  These
regulations impose  additional  sales  practice  requirements  on  any
broker/dealer  who sell  such  securities  to  other than  established
investors and accredited investors.   For transactions covered by this
rule,  the  broker/dealer must make certain suitability determinations
and  must receive the purchaser's written consent prior  to  purchase.
Additionally, any transaction may require the  delivery prior  to sale
of a disclosure schedule prescribed by the Commission. Disclosure also
is required to be made of commissions payable to the broker/dealer and
the registered representative, as  well as current  quotations for the
securities.   Finally, monthly statements  are  required  to  be  sent
disclosing  recent price information for the penny  stock held in  the
account of the customers and information on the limited market in penny
stocks. These requirements generally are considered restrictive to the
purchase of such stocks, and may limit the  market liquidity  for such
securities.

Item 7. Financial Statements.

The Financial Statements  that constitute Item 7 of this Annual Report
on Form 10-KSB are included in Item 13 below.


Item 8.   Changes in and Disagreements  with Accountants on Accounting
and Financial Disclosure.

None.

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

The  directors and executive  officers of the Company, their ages, and
the positions they  hold  are set forth below.   The  directors of the
Company  hold  office  until  the  next annual meeting of stockholders
of the Company and until their successors in  office  are  elected and
qualified.   All  officers  serve  at  the  discretion of the Board of
Directors.

OFFICERS AND DIRECTORS

Name                       Age       Title
Peter Amico                56     President and Chairman
D. Barney Harris           39     Executive Vice President and Director
John Watt Jr.              62     Secretary and Director
Frank A. Basile, Esq.      63     Director
James Hudson               55     Director
Daniel H. Luciano, Esq.    48     Director

Peter Amico -  Mr. Amico is the founder of the  Company  and has been
President  and Chairman  of the Company and its predecessor since its
inception  in  April 1995.   Prior  to  1995, Mr. Amico was president
and majority shareholder of Titan  Aviation and  Helicopter Services,
Inc. ("Titan").   He  has an  extensive  background  in  sales and in
structural design.  His career in sales has spanned over thirty years
and he has held sales positions  at Firestone Tire & Rubber and Union
Steel Products, Inc.  In 1996  and in  connection with  operations of
Titan, Mr. Amico filed for bankruptcy protection.

D. Barney Harris  -  Mr. Harris  has  been a Director of the Company
since December 1998 and a Vice President since July 1999.  From 1997
to  July 1999,  Mr. Harris was employed by UTD, Inc.  Prior to 1997,
Mr. Harris  was employed by EG&G as a Senior Engineer and Manager of
the  Ocean  Systems  Department  where  he  was responsible for  the
activities  of 45 scientists, engineers and technicians. During this
period while  performing contract services for the  US  Navy, he was
principally responsible for the design of the omni-directional wheel
presently  used  by  the Company.   Mr. Harris received his B.S.M.E.
from the  United  States  Merchants  Marine Academy in 1982.

John Watt Jr. - Mr. Watt has been Secretary  and a  Director  of the
Company since August 1998.   From 1990  to the present, he  has been
the  President  of  Watt-Bollard Associates, Inc., a  manufacturers'
representative sales agency located in Fort Washington, Pennsylvania.
From 1970 to 1990, he served as President of John C. Watt Associates,
Inc.

James Hudson - Mr. Hudson  has  been a  Director of the Company since
May  1998.   From 1980 to  present, he has been President of Grammer,
Dempsey  & Hudson, Inc., a  steel  distributor located in Newark, New
Jersey.

Frank A. Basile, Esq. - Mr. Basile has been a Director of the Company
since  April 1999.  Mr. Basile  has  been a practicing attorney since
1963  and  is  president  of  the  law firm Basile & Testa located in
Vineland, New Jersey. The firm was one of seven law firms selected by
the State of  New Jersey  to  represent  the  State in a class action
lawsuit against the tobacco industry.

Daniel H. Luciano, Esq. -  Mr.  Luciano  has  been  a Director of the
Company since March 2000.  Mr. Luciano has been a practicing attorney
since 1977 with an emphasis on corporate and securities law.

Item 10. Executive Compensation.

The  compensation  for  all  directors  and  officers individually for
services rendered to the Company for the fiscal year ended December 31,
1999 is set forth in the following table:

SUMMARY COMPENSATION

                          Annual Compensation      Long Term Compensation Awards
                          ___________________      _____________________________
Name and
Principal                Salary    Bonus    Other    Stock Options #
Position          Year     ($)      ($)      ($)
--------          ----     ----     ----    -----    ----------------
Peter Amico(1)    1999 $84,065(2)    --    $6,500(3)    25,000
Chairman and
President

------------------------------------------------------------------
(1). The Company and Mr. Amico are parties to an  employment agreement
governing  Mr. Amico's employment with  the  Company (see below).  The
Company became  a reporting company during fiscal 1999, and disclosure
is made only for such year.
(2). Includes accrued but unpaid salary from fiscal 1998.
(3). During 1999, Mr. Amico was paid a finder's fee in connection with
the private placement of the Company's stock.

The  Company  and  Peter  Amico,  as  President,  have  entered into a
written employment agreement for a period from April 1997 to June 2000.
Pursuant to the  agreement, Mr. Amico receives a salary of $75,000 per
Year  for fiscal 1999 through  June 2000.  In  addition, the agreement
provides  Mr. Amico with certain stock options, of which 10,000 shares
are exercisable  at $1.00 for  year three  of the contract, and 25,000
are exercisable at 30%  of the lowest price  paid in the proceeding 30
day period for each year of the contract.

The Company and D. Barney Harris, as Vice President, have entered into
a  written  employment agreement for period of five years. Pursuant to
the  agreement, Mr.  Harris  receives  an  annual  salary  of $75,000,
subject to annual review by the Company.  In addition, Mr. Harris will
be  entitled  to  receive  annual  stock  options not exceeding 25,000
shares of common stock, of which 2,500 shares are exercisable at $1.00,
10,000  are  exercisable  at  35% of  the lowest  price  paid  in  the
proceeding 30 day  period  for  each year of the contract, and  12,500
is exercisable  at  50%  of  the  option  prices  described  above (in
proportion to the above option amounts) for each year of the contract.

Option Grants in Fiscal Year 1999


                       % of Total
                       Options to    Exercise or  Market price
             Options   Employee in      Base       on date of
Name         Granted   Fiscal Year   Price ($/sh)     Grant      Expiration Date

Peter Amico  25,000     50%               (1)            (1)         None
President
And Chairman

1. The  options  are  exercisable  at  30% of the lowest rate paid for
the Company's common stock in the 30 days preceding the exercise.

Aggregate Option Exercises
In Last Fiscal Year and FY-End Option Values



                                                                     Value of
                                             # of Securities       Unexercised
                                               Unexercised        In-the-Money
                                                Options at         Options at
                   Shares                        FY-End(#)        FY-End($)at
                Acquired On      Value         Exercisable/      Exercisable/
Name            Exercise (#)   Realized       Unexercisable     Unexercisable(1)

Peter Amico         -0-           -0-         25,000/35,000     $52,500/$82,499
President and
Chairman

(1).  Assumes a price  of  $3.00  per of the Company's common stock for
purposes of this calculation.

The Company's directors are compensated at the rate of $250 per meeting
and are reimbursed for expenses incurred by them in connection with the
Company's business. In addition, each director received a stock  option
for  5,000  shares of common stock exercisable at $0.50 per share.

Other than as indicated above, the Company does not have any other form
of  compensation  payable  to  its officers or directors, including any
stock option plans, stock  appreciation  rights, or long term incentive
plan  awards for the periods indicated in the table.


Item 11. Security Ownership of Certain Beneficial Owners and Management.

The  following  table  identifies  as  of  March 31, 2000  information
regarding  the current directors and executive officers of the Company
and those persons or entities who beneficially own more than 5% of its
common stock and Preferred Stock of the Company:

                                              Percentage of   Percentage of
                  Common Stock  Preferred     Common Stock    Preferred Stock
                  Beneficially  Voting Stock  Beneficially    Beneficially
Name(1)           Owned(2)      Rights(3)     Owned(2)        Owned(3)
-----------------------------------------------------------------------
[S]                  [C]            [C]            [C]           [C]
Peter Amico
President and
Chairman          1,685,737(4)     2,750,000(5)  36.40%         100%

D. Barney Harris     92,500(6)         -0-        1.97%         -0-
Vice President and
Director

Frank Basile        110,128(7)         -0-        2.36%         -0-
Director

James Hudson         55,800(8)         -0-        1.20%         -0-
Director

John Watt Jr.       109,000(9)         -0-        2.33%         -0-
Secretary and
Director

Daniel H. Luciano    16,375(10)        -0-        0.35%         -0-
Director

All directors     2,069,540        2,750,000     43.38%        100%
and executive
officers as a
group (6 persons)
-----------------
(1). The  address of each beneficial owner is the  address of the Company.
(2). Based on 4,630,604 shares of common stock outstanding as of March 31,
2000,   except   that   shares  of  common  stock  underlying  options  or
warrants  exercisable within  60 days of the date hereof  are deemed to be
outstanding  for  purposes  of   calculating  the  beneficial ownership of
securities of the holder of such options or warrants.
(3). Based upon 275,000 outstanding shares of preferred stock after giving
effect to the 10 for 1 voting  rights per share  of  the  preferred stock.
(4). Represents 1,585,737 shares  of  common  stock held by Arcon Corp., a
corporation wholly owned by Mr. Amico, and  includes  options  to purchase
100,000 shares of common stock pursuant to Mr. Amico's employment agreement.
(5). Represents 275,000 shares  of  preferred stock held by Arcon Corp., a
corporation wholly owned by Mr. Amico, and  gives  effect  to  the 10 for 1
voting rights per share of the preferred stock.
(6). Includes  options to purchase 25,000 shares of common stock pursuant to
Mr. Harris' employment agreement.
(7). Includes  5,128 shares of common stock  held  by  an  affiliate, 10,000
shares of common stock held by his spouse, and 5,000 shares  of common stock
issuable upon  exercise of director's options.
(8). Includes 44,500 shares of common stock held by an affiliate.
(9). Includes 100,000 shares of common stock held  jointly  with his spouse,
4,000  shares of common  stock  held  by  an  affiliate, and 5,000 shares of
common stock issuable upon exercise of director's options.
(10). Includes  5,000  shares  of  common  stock issuable  upon  exercise of
director's options.

Item 12. Certain Relationships and Related Transactions.

Arcon Cop., a  corporation wholly owned by the Company's chairman and
president, owns  275,000 shares  of preferred  stock  of the Company.
Each share of Preferred Stock is  entitled to 10 voting rights on all
matters  on which  shareholders are  entitled to vote.  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 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 offering  or trading price  of the  common stock
during an applicable calendar quarter.   The  preferred stock  is not
convertible into common  stock, however, has a preference over common
stockholders upon  liquidation equal to the  stated  value per share.
Dividends  totaling  $105,119  had  accrued through  fiscal 1998  and
$68,750 had accrued through fiscal 1999 on the preferred stock.  Cash
dividends in the amount of, $13,005 was paid  during  fiscal 1998 and
$40,498  was paid during fiscal 1999. An additional $120,366 was paid
during fiscal 1999 through the issuance of common stock.

As  of December  31, 1999, a loan in the amount of $50,000 from Arcon
Corp. is  outstanding.  The  loan  is  due  April  1,  2000 and bears
interest at 12%.

Mr. Peter Amico received $14,000 and $6,500 in finder's  fees  during
fiscal 1998 and 1999, respectively, in  connection  with  the private
placement of the Company's stock

Mrs. Patricia Amico, the wife of the  Company's  President, performed
services to  the Company during 1999.    The amount of  such services
totaled $8,099. Mr. Timothy Smith,  the son  in law of  the Company's
President, performed services to the Company during 1999.  The amount
of such services totaled $17,236.

Mr. John Watt, a director of the Company, received commissions during
fiscal 1998  and 1999  from  certain  suppliers  and fabricators that
conduct  business  with the Company.  The  amount of such  commission
for each year was less that $10,000.

Mr. Frank Basile,  a  director of the Company, is a partner of a law
firm that performed legal services to the Company during fiscal 1998
and 1999.  The  billing amount  for such  services for each year was
less than $10,000.

Mr. Daniel  Luciano,  a  director  of  the  Company, performed legal
services for the Company during fiscal 1998.  The  billing amount of
such services for the year was less than $10,000.

During  1999, each  director of the Company  received a stock option
to acquire 5,000 shares of common stock at a price per share of $0.50.

PART IV

Item 13. Exhibits and reports on Form 8-K.
(a)(1). Exhibits

EXHIBIT INDEX
3(i)a. 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(i)b. 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(ii)(a). 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(i)   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).
10(ii). 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(iii).  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).
99(i) 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).

3.(a)(2). Financial Statements

FINANCIAL STATEMENTS INDEX
Independent Auditors' Report of March 29, 2000.                        1
- Balance Sheet as of December 31, 1999.                               2
- Statement of Income for Fiscal Years Ended December 31, 1999 and
     December 31, 1998.                                                3
- Statements of Changes in Stockholder's Equity
     For Years Ended December 31, 1999 and December 31, 1998.          4
- Statements of Cash Flows for Fiscal Years
     Ended December 31, 1999 and December 31, 1998.                    5
- Notes to Financial Statements.                                       6


                         AIRTRAX, INC.
             FINANCIAL STATEMENTS December 31, 1999

CONTENTS                                                              Page

Accountant's Audit Report                                              1
Balance Sheet                                                          2
Statements of Income                                                   3
Statements of Changes in Stockholder's Equity                          4
Statements of Cash Flows                                               5
Notes to Financial Statements                                          6


                                   ROBERT G. JEFFREY
                               Certified Public Accountant
                                    61 Berdan Avenue
                                Wayne, New Jersey 07470
Board of Directors
AirTrax, Inc.

I have  audited  the  accompanying balance sheet of AirTrax, Inc. as of
December  31, 1999, and  the  related  statements of income, changes in
stockholders' equity, and  cash flows for the  years ended December 31,
1999 and 1998.  These  financial  statements are  the responsibility of
the Company's management.   My responsibility is to  express an opinion
on these financial statements based on my audit.  I conducted the audit
in  accordance  with  generally  accepted  auditing  standards.   Those
standards  require  that  I  plan  and  perform  the  audit  to  obtain
reasonable  assurance about whether  the  financial statements are free
of  material misstatement.   An  audit  includes  examining,  on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used  and  significant   estimates  made  by  management,  as  well  as
evaluating the overall financial  statement  presentation.   I  believe
that  my  audit provides  a reasonable  basis for  my  opinion.  In  my
opinion, the financial  statements referred to above present fairly, in
all material respects, the  financial position  of  AirTrax, Inc. as of
December  31, 1999, and  the  results  of its  operations  and its cash
flows for the years ended December 31, 1999 and 1998 in conformity with
generally accepted accounting principles.

/s/ Robert G. Jeffrey
Robert G. Jeffrey

March 29, 2000


                               AIRTRAX, INC.
                               BALANCE SHEET
                             December 31, 1999



                                    ASSETS
                                   --------

Current Assets
      Cash                                          $  48,652
      Accounts receivable                              71,453
      Inventory                                       511,525
      Prepaid expenses                                  6,938
                                                   ----------
      Total current assets                          $ 638,568

Fixed Assets
      Office furniture and equipment                   34,003
      Automotive equipment                             16,915
           Shop equipment                              20,660
           Casts and tooling                           72,962
                                                    ---------
                                                      144,540
     Less, accumulated depreciation                    55,777
                                                   ----------
            Net fixed assets                           88,763

Other Assets
     Patents - net                                     50,380
          Utility deposits                                 65
                                                   ----------
              Total other assets                       50,445
                                                   ----------
                   TOTAL ASSETS                      $777,776
                                                   ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY
                 ------------------------------------

Current Liabilities
        Accounts payable                             $527,255
          Accrued liabilities                          15,161
          Stockholder note payable                     50,000
                                                    ---------

          Total current liabilities                  $592,416

Stockholders' Equity
     Common stock - authorized, 5,000,000
     shares without par value; 4,549,013
     issued and outstanding                            45,490
     Preferred stock - authorized, 500,000
       shares  without par value; 275,000
       issued and outstanding                          12,950
               Additional paid-in-capital           1,812,683
               Retained deficit                    (1,685,763)
                                                  ------------
       Total stockholders' equity                     185,360
         TOTAL LIABILITIES AND
           STOCKHOLDER' EQUITY                       $777,776
                                                  ============


    The accompanying notes and accountant's audit report are an
            Integral part of these financial statements.
                                  -2-


                              AIRTRAX, INC.
                          STATEMENTS OF INCOME
             For the Years Ended December 31, 1999 and 1998

                                                        1999         1998
                                                        ----         ----
SALES                                               $  79,302     $ 19,585

COST OF GOODS SOLD                                     10,083        7,637
                                                    ---------     ---------
     Gross Profit                                      69,219       11,948


OPERATING AND ADMINISTRATIVE EXPENSES:

 Cost of prototype development                       250,831       341,125
 Auto expense                                             74           858
 Health insurance                                      9,765         6,538
 Utilities                                             1,972         1,828
 Telephone                                             8,894         5,012
 Shipping, postage and office supplies                25,531        15,840
 Rent                                                  7,353        14,898
 Professional fees                                    88,246        10,790
 Engineering services                                 23,223         1,709
 Travel and entertainment                              9,077         9,648
 Business taxes                                        1,084         5,179
 Advertising and promotion                            81,021         2,797
 Interest expense                                      7,752         2,854
 Operating supplies                                    1,261         5,302
 Depreciation and amortization                        30,740        18,269
 Insurance                                            15,207         1,754
 Equipment repairs                                      -            1,317
 Equipment rental                                       -              150
 Commissions                                           5,743         1,555
 Payroll                                             197,608        56,226
                                                    ---------     ---------
Total General and
        Administrative Expenses                      765,382       503,649
                                                    ---------     ---------

NET LOSS BEFORE OTHER INCOME                        (696,163)     (491,701)
 Other income                                         10,548         1,687
                                                    ---------     ---------

NET LOSS                                           $(685,615)    $(490,014)
                                                    =========     =========
NET LOSS PER SHARE                                   $ (.18)       $ (.17)
                                                    =========     =========

The accompanying notes and accountant's audit report are an integral part
                         of these financial statements.
                                 -3-


                                 AIRTRAX, INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 1999 and 1998


                    COMMON           PREFERRED
                    STOCK              STOCK                ADDITIONAL
               ----------------- ---------------  PAID-IN    RETAINED
               Shares   Amount  Shares   Amount   CAPITAL    DEFICIT    TOTAL
             --------- -------- ------- ------- ---------- ----------  -------
Balance,
December 31,
     1997    2,006,600 $ 20,066 275,000 $12,950 $  315,116 $ (336,265) $ 11,867

Sales of stock
 under Rule 504,
 Regulation D,
  offerings    471,962    4,720                    488,399              493,119

Stock issued
pursuant to
stock split  1,021,825   10,218                    (10,218)                -

Stock issued
to redeem
note payable    30,000      300                     19,700               20,000

Stock issued for
services        79,708      797                       (797)                -

Net loss for
the year                                                     (490,014) (490,014)

Cash dividends on
preferred stock                                               (13,005)  (13,005)
              ---------  ------- ------- ------  ----------  ---------  -------

  Balance,
  December 31,
    1998     3,610,095  36,101  275,000 12,950     812,200   (839,284)   21,067

Sales of stock
 under Rule 504
 Regulation D
 offering      614,552    6,146                    866,122              872,268

Shares issued
 as dividend
 on preferred
 stock         305,737    3,057                    117,309   (120,366)     -

Shares issued
 for services   18,629      186                     17,052               17,238

Net losses for
 the year                                                    (685,615) (685,615)

Cash Dividends
 on preferred
 stock                                                        (40,409)  (40,498)

              ----------  ------- ------- ------- --------  ---------- --------
 Balance,
  December 31
   1999      4,549,013 $ 45,490 275,000 $12,950 $1,812,683$(1,685,763) $185,360
            ========== ======== ======= ======= ========== ============ ========


               The accompanying notes and accountant's audit report are an
                       integral part of these financial statements

                                         -4-




                                  AIRTRAX, INC.

                           STATEMENTS OF CASH FLOWS
                  For the Years Ended December 31, 1999 and 1998


                                                          1999          1998

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                               $(685,615)   $(490,014)
Adjustments to reconcile net income to
 net cash consumed by operating activities:
      Depreciation and amortization                       30,740       18,269
      Value of common stock issued for services           17,238         -
     Changes in current assets and liabilities:
              Increase in accounts payable and
                   accrued liabilities                   421,967       58,543
     Decrease (increase) in prepaid expense                2,500       (9,438)
                Increase in accounts receivable          (68,271)      (3,182)
                Increase in inventory                   (488,553)     (10,902)
                                                       ----------      -------
                           Net Cash Consumed By
                  Operating Activities                  (769,994)    (436,724)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of equipment                                (63,373)     (44,490)
Acquisition of patents                                    (4,981)        -
Increase in utility deposits                                 149          800
                                                      -----------    ---------
           Net Cash Consumed By
                  Investing  Activities                  (68,205)     (43,690)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds of common stock sales                       872,268      493,119
Proceeds of borrowing                                     50,000         -
Preferred stock dividends                                (40,498)     (13,055)
                                                      -----------   ----------
          Net Cash Provided By
                 Financing Activities                    881,770      480,114
                                                      -----------   ----------
         Net Increase (Decrease) In Cash                  43,571         (300)

    Balance at beginning of year                           5,081        5,381
                                                      -----------   ----------
    Balance at end of year                              $ 48,652    $   5,081
                                                      ===========   ==========


The accompanying notes and accountant's audit report are an integral part
                         of these financial statements.


                                 -5-



                              AIRTRAX, INC.
                     NOTES TO FINANCIAL STATEMENTS
                            December 31, 1999

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization Of Company

The Company was formed April 17, 1997.  On May 19, 1997, it merged with
a  predecessor  which had  initiated and  advanced the  development  of
omnidirection technology.  On November 5, 1999, the Company merged with
MAS  Acquisition  IX  Corp. ("MAS"), a reporting company  under federal
securities law.  Pursuant to this merger agreement, the Company assumed
the reporting status of MAS.   In both merger transactions, the Company
was the surviving entity.

Business

The  Company  has  designed  a  forklift vehicle using omni-directional
technology.   The  right  to  exploit  this  technology  grew  out of a
Cooperative Research and Development Agreement with the  United  States
Navy.  Significant  resources  have  been  devoted  during the past two
years to  the  construction  of  a  prototype of  this omni-directional
forklift vehicle.   It is expected to be  in full commercial production
during the second quarter of 2000.  At that time, it will be offered to
industrial  users.   The  Company  has  also  developed  a  traditional
helicopter  ground  handling  machine  which has  been  marketed by the
Company on a limited basis.

Cash

For  purposes  of  the statements of cash flows, the  Company considers
all shortterm debt securities purchased with a maturity of three months
or less to be cash equivalents.

Inventory

Inventory consists  principally  of component parts and supplies which
are being used to  assemble forklift vehicles.  Inventories are stated
at  the  lower  of cost  (determined on a first in-first-out basis) or
market.

Fixed Assets

Fixed assets are recorded at cost.  Depreciation is computed by use of
the Modified Accelerated Cost Recovery System (MACRS), as permitted by
Internal  Revenue  Service Regulations, using lives of seven years for
furniture  and  shop  equipment  and  five  years  for  computers  and
automobiles.

Intangible Assets

     Patents

The  Company  incurred  costs  to  acquire  and protect certain patent
rights.  These costs were  capitalized  and are being amortized over a
period of fifteen (15) years on a straight-line basis.

                                   -6-


                               AIRTRAX, INC.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 1999

1.  continued

     Prototype Equipment

The cost of developing and constructing the prototype omni- directional
helicopter handling vehicle and the omni-directional  forklift  vehicle
is expensed as incurred.

Use of Estimates

The preparation of financial  statements  in conformity with generally
accepted accounting principles requires  management  to make estimates
and assumptions that affect certain reported  amounts and  disclosures
of  contingent assets  and  liabilities  at  the date of the financial
statements and the reported amounts of revenues  and  expenses  during
the  reporting  periods.   Actual  results   could  differ  from those
estimated.

2.  RELATED PARTY TRANSACTIONS

During  1999,   305,737  shares  of  common  stock of the Company were
issued in lieu of dividends on  the  preferred  stock, as permitted by
the  terms  of  the  preferred  stock  issue.   The preferred stock is
wholly  owned  by the majority shareholder (see Note 4 for description
of  the  preferred stock).  This majority shareholder is a corporation
wholly owned by the president of the Company.

The  majority  shareholder corporation advanced $50,000 to the Company
during December  1999.  The related note  is  due  April  1, 2000  and
bears  interest  at  12%.  Since  June  1999, the Company has made its
headquarters in premises owned by the Company president, which to date
has been rent free.

3.  PRIVATE PLACEMENT OFFERINGS

The Company conducted private placement offerings during  1999.  These
offerings were exempt under the Securities  Act  of  1933, as amended,
and  the  rules  and  regulations  promulgated thereunder.  A total of
614,552  shares of common stock was sold under the offerings resulting
in net proceeds of $872,268.


                                   -7-


                              AIRTRAX, INC.
                     NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999


4.  PREFERRED STOCK

The Company is  authorized to issue 500,000 shares of preferred stock,
without par value.   At December 31, 1999, 275,000 of these shares had
been issued.  Each of  these  shares  entitles  the  holder  to  a  5%
cumulative  dividend  based  on  a  $5  per  share  stated  value.  If
sufficient cash is not available, or at the option of the shareholder,
these dividends may be paid in common stock.   If payment is in stock,
it is to be valued at a price calculated at thirty percent of the last
price offered or traded during the applicable quarter.   This issue of
preferred  stock  also  provides  a  voting right of 10 votes for each
share. Dividends totaling $105,119 had  accrued  through  December 31,
1998 on  this issue of preferred stock  and  another  $68,750  accrued
during 1999.   Cash  dividends  of  $13,005  were paid during 1998 and
$40,498 was paid during 1999.  An  additional $120,366 was paid during
1999  through  the  issuance of common  stock.  The characteristics of
the  remaining  225,000  preferred  shares  authorized  have  not been
specified.

5.  Earnings Per Share

                                          YEAR 1999
                             Income    Average Shares     Per Share
                             (Loss)      Outstanding        Amount
Net loss                   $(685,615)
Adjustment for
 preferred stock
      dividends              (68,750)
Income (loss) available
 to common shareholders    $(754,365)       4,239,465       $(.18)

                                            YEAR 1998
Net loss                   $(490,014)
Adjustment for
 preferred stock
      dividends              (68,750)
Income (loss) available
 to common shareholders    $(558,764)       3,320,662      $(.17)

Warrants to  purchase common stock were outstanding at the end of 1998
but were not included in the computation of earnings per share because
such  inclusion would have an antidilutive effect.  These warrants are
no longer outstanding.


                                      -8-

                                 AIRTRAX, INC.
                         NOTES TO FINANCIAL STATEMENT
                               December 31, 1999

6.  INCOME TAXES

The Company has experienced losses each  year since its inception.  As
a  result,  it  has  incurred  no  Federal  income tax.   The Internal
Revenue Code allows net operating losses (NOL's) to be carried forward
and applied against future profits for a period of  twenty  years.   A
New Jersey corporation business tax liability of  $200  accrued during
each of the years 1999 and 1998, that  being  the  minimum  annual tax
imposed on all New Jersey corporations.  New Jersey tax law allows the
carry  forward of NOL's for  seven  carry forwards of $1,009,000 as of
December 31, 1999.   The  potential tax benefit of these NOL's has not
been recorded on the books of the Company.

7.  RENTALS UNDER OPERATING LEASES

Office  equipment  is  leased  under  an operating lease that expires
June 2003.  The  following  is a schedule of  future  minimum  rental
payments required under the operating lease:

            Year Ending December 31,            Amount
                                   2000       $  6,857
                                   2001          6,857
                                   2002          6,857
                                   2003          2,857
                                               ---------
                                               $23,428

Rent expense amounted to $5,743 in 1999 and $17,755 in 1998.

8.  SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

Cash paid for interest and income taxes is presented below:

                             1999            1998

  Interest                   $7,752          $2,904
  Income taxes                  200             200

There were no noncash investing activities during either 1999 or 1998.

The following noncash financing activities occurred:

a.  A $20,000  note  payable was redeemed in 1998 for 30,000 shares of
    common stock.
b.  Shares  of  common stock  were issued for services during 1997 and
    1998, totalling 18,629 and 30,000, respectively.
c.  Preferred stock dividends were partially satisfied by the issuance
    of 305,737 shares of common stock.


                                       -9-


                                AIRTRAX, INC.
                       NOTES TO FINANCIAL STATEMENTS
                                  December 31, 1999

9.  CONTINGENCIES

Pursuant  to  agreements  relating  to the  merger transaction with MAS,
the  Company  was  required to issue  114,867  shares of common stock to
former shareholders  of  MAS  ("MAS  Common  Stock")  and  make  a  cash
payment to  an  affiliate  of  the  majority  shareholder of  MAS.   The
Company  has  asserted   claims   against  the  affiliate  and  majority
shareholder.   The  claims involve  the  amount  of the MAS Common Stock
and  the cash  due to the  majority shareholder and  affiliate under the
merger agreement.

The Company has not issued the MAS Common Stock. The matter is now under
discussion  and  a settlement is expected  shortly.  The Company has  an
employment agreement with its president which expires June 30, 2000. The
agreement  provides, in  part, for  options  permitting the president to
acquire  shares  of  common  stock.   These  options permit acquisitions
under three  separate  arrangements. First, 25,000 shares are  available
each year at prices  per share equal to 30% of the lowest price paid for
the  stock  during  the  30 days  preceding the  date of exercise; under
the second arrangement, 15,000  shares are available in the year 2000 at
prices equal to one half the 30% price described  above; finally, 10,000
shares  are  available  in the  year  2000 for a total cost of $1. These
options accumulate if they are not  exercised.   None of the options has
previously   been   exercised.    Options  for  50,000  shares were thus
outstanding at December 31, 1999 at the 30% price.


                                   -10-


(b). Reports on Form 8-K.
On November 19, 1999, the Company  filed a Form 8-K with the Securities
and Exchange Commission.

On January 13, 2000, the Company filed a Form 8-K/A with the Securities
and Exchange Commission.

SIGNATURES

In accordance with Section 13 or 15(d) of the  Securities Exchange Act
of 1934, the  registrant  has  duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

AirTrax, Inc.

                                            January 2, 2001
/s/ Peter Amico                                 Date
Peter Amico
Chairman and
Principal Executive Officer

In  accordance  with  the  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


/s/ Peter Amico                              January 2, 2001
Peter Amico                                      Date
Director

/s/ D. Barney Harris                         January 2, 2001
D. Barney Harris                                 Date
Director

/s/ James Hudson                             January 2, 2001
James Hudson                                     Date
Director

/s/ Daniel H. Luciano                        January __, 2001
Daniel H. Luciano                                Date
Director



EXHIBIT 21 (i)

SUBSIDIARIES

None



EXHIBIT 27.1
FINANCIAL DATA SCHEDULE


ART.5 FDS

Multiplier  1,000


PERIOD TYPE                                   12 MONTHS
FISCAL YEAR END                               DEC-31-1999
PERIOD START                                  JAN-1-1999
PERIOD END                                    DEC-31-1999
CASH                                          49
SECURITIES                                    0
RECEIVABLES                                   71
ALLOWANCES                                    0
INVENTORY                                     512
CURRENT-ASSETS                                639
PP&E                                          145
DEPRECIATION                                  56
TOTAL ASSETS                                  778
CURRENT-LIABILITIES                           593
BONDS                                         0
COMMON                                        45
PREFERRED-MANDATORY                           13
PREFERRED                                     0
OTHER-SE                                      1,784
TOTAL-LIABILITIES-AND-EQUITY                  778
SALES                                         79
TOTAL-REVENUES                                79
CGS                                           10
TOTAL-COST                                    765
OTHER-EXPENSES                                (11)
LOSS-PROVISION                                0
INTEREST-EXPENSE                              0
INCOME-PRETAX                                 (686)
INCOME-TAX                                    0
INCOME-CONTINUING                             (686)
DISCONTINUED                                  0
EXTRAORDINARY                                 0
CHANGES                                       0
NET-INCOME                                    (686)
EPS-PRIMARY                                   (.18)
EPS-DILUTED                                   (.18)