Airtrax Inc. (fka AITX)

[MWM]

That was a pretty big SB-2 they voided in that filing...

SUBJECT TO COMPLETION, DATED AUGUST 2, 2007


PROSPECTUS


AIRTRAX, INC.


37,850,281 Shares of Common Stock


This prospectus relates to the resale by the selling stockholders of up to 37,850,281 shares of our common stock, including 278,444 shares of common stock, up to 13,186,168 shares of common stock underlying secured convertible debentures in the face amount of $6,074,836.37, up to 6,291,308 shares underlying warrants exercisable at $0.45 per share, up to 9,013,200 shares underlying warrants exercisable at $0.54 per share, up to 4,148,933 shares underlying warrants exercisable at $0.75 per share, up to 4,325,433 shares underlying warrants exercisable at $1.25 per share, up to 72,200 shares underlying warrants exercisable at $1.65 per share and up to 534,595 shares underlying warrants exercisable at $2.50 per share. The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. The selling stockholders may be deemed underwriters of the shares of common stock which they are offering. We will pay the expenses of registering these shares.