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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                FORM 10-QSB/A

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________.

Commission file number:  33-94318-C

                             AMERITYRE CORPORATION
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            (Exact name of registrant as specified in its charter)

             NEVADA                                           87-0535207
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(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

705 YUCCA STREET, BOULDER CITY, NEVADA                           89005
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(Address of principal executive offices)                      (Zip Code)

                                (702) 293-1930
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             (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

The number of shares outstanding of each of the issuer's classes of common
stock, was 13,687,282 shares of common stock, par value $0.001, as of March
31, 2002.




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                           PART II - OTHER INFORMATION


                       ITEM 2.  CHANGES IN SECURITIES

During the three month period ended March 31, 2002, we issued an aggregate of
159,000 shares of our common stock, consisting of 50,000 shares for $50,000
cash at $1.00 per share, 21,500 shares for $43,000 cash at $2.00 per share;
12,500 shares for legal fees valued at $25,000 for $2.00 per share; and 75,000
shares for prepaid directors compensation for twelve months ending December
31, 2002 valued at $150,000 for $2.00 per share.

All of our shares issued in the foregoing transactions were issued in reliance
on the exemption from registration and prospectus delivery requirements of the
Act set forth in Section 3(b) and/or Section 4(2) of the Securities Act and
the regulations promulgated thereunder.



                                SIGNATURES

Pursuant to the requirements 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.

                                         AMERITYRE CORPORATION
Dated:   July 12, 2002                   /S/DAVID K. GRIFFITHS
                                         -----------------------------------
                                         Principal Accounting Officer