UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  Form 10-K/A Amendment No. 1 (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2006ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from              to  Commission file number   000-50053  [f06j10ka001.jpg]  AMERITYRE CORPORATION (Exact name of registrant as specified in its charter)  Nevada
(State or other jurisdiction of
incorporation or organization)87-0535207
(I.R.S. Employer
Identification No.)1501 Industrial Road
Boulder City, Nevada 89005
(702) 294-2689
(Address of principal executive office and telephone number)  Securities registered pursuant to Section 12(b) of the Exchange Act:  Title of each className of each exchange on which registeredCommon StockNASDAQ Capital Market  Securities registered pursuant to Section 12(g) of the Exchange Act: None   Indicate by check mark if the Registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o  NO x  Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES o  NO x  Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for 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 o     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x  Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act).  Large Accelerated Filer o  Accelerated Filer x Non-Accelerated Filer o  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o  NO x  On December 30, 2005, the last business day of the Registrant's second fiscal quarter, 20,065,480 shares of the common stock of the Registrant were outstanding, and the market value of common stock held by non-affiliates was $73,572,648 (based upon the closing price of $4.60 per share of common stock as quoted on the NASDs OTC Bulletin Board).  On August 31, 2006, 21,020,180 shares of common stock of the Registrant were outstanding.  Documents Incorporated by Reference  None     Explanatory Note  THIS AMENDMENT IS BEING FILED SOLELY TO CORRECT THE CERTIFICATION EXHIBITS OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REQUIRED BY SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND TO INCLUDE AS AN EXHIBIT, THE CONSENT OF OUR AUDITOR, HJ & ASSOCIATES, LLC.    PART IV  ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  (a) Documents filed with this report.  1. Financial Statements:  See Index to Financial Statements on page F-1.  2. Financial Statement Schedules:  Financial statement schedules are omitted because they are not required or are not applicable or the required information is shown in the financial statements or notes thereto.  3. Exhibits:  The exhibits to this report are listed on the Exhibit Index below.  (b) Description of exhibits  Exhibit NumberDescription3.1Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.01 to our registration statement on Form 8-A12G (File No. 000-50053)).3.2Certificate of Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3 to our current report on Form 8-K dated November 17, 2004).3.3Bylaws of the Company (incorporated by reference to Exhibit 3.02 to our registration statement on Form 8-A12G (File No. 000-50053)).4.1Form of Stock Certificate (incorporated by reference to Exhibit 4.01 to our registration statement on Form 8-A12G (File No. 000-50053)).10.1Form of Subscription Agreement of Amerityre Corporation (incorporated by reference to Exhibit 4.01 to our current report on Form 8-K dated February 1, 2006).10.2Form of Class A Common  Stock  Purchase  Warrant of  Amerityre  Corporation, dated as of  February 1, 2006  (incorporated  by  reference  to Exhibit 4.02 to our current report on Form 8-K dated February 1, 2006).10.3Form of Class B Common  Stock  Purchase  Warrant of  Amerityre  Corporation, dated as of  February 1, 2006  (incorporated  by  reference  to Exhibit 4.03 to our current report on Form 8-K dated February 1, 2006).10.4Form of Employment Agreement between the Company and certain officers of the Company (incorporated by reference to Exhibit 10.1 to our registration statement on Form S-3 (File No. 333-134476)).110.5Schedule of signers and key terms of the Employment Agreement submitted under Exhibit 10.1 (incorporated by reference to Exhibit 10.2 to our registration statement on Form S-3 (File No. 333-134476)).123.1Consent of HJ & Associates, LLC, Independent Registered Public Accounting Firm.*31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Filed with this report. 1 Management contracts and compensatory plans and arrangements identified pursuant to Item 15(a)(3) of Form 10-K.     SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.  Dated:  October 10, 2006  AMERITYRE CORPORATION   By: /s/Richard A. Steinke Richard A. Steinke Chairman of the Board and Chief Executive Officer