UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

For the quarterly period June 30, 1997

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

For the transition period from                     to                 .

                 Commission file number 0-27240

                           ECOTYRE TECHNOLOGIES, INC.
        -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

          Delaware                                11-3234026
          (State of other jurisdiction of         (I.R.S. Employer
          incorporation or organization)          Identification No.)

                 895 Waverly Avenue, Holtsville, New York 11742
        ----------------------------------------------------------------
                    (Address of principal executive offices)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
     Section 13 of 15 (d) of the  Exchange Act during the past 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
                                ------      -------

As of  August  19,  1997, 2,215,853 shares of $.001 par  value Common  Stock of 
the registrant were outstanding.

Index schedule found on Page No. 2

Page 1 of 15 pages


                                      - 1 -

<PAGE>

                           ECOTYRE TECHNOLOGIES, INC.

                                      INDEX
<TABLE>                                             
<CAPTION>
                                                                                  Page No.
                                                                                  --------


<S>                                                                                 <C>
PART I.     FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Balance Sheets - June 30, 1997 and March 31, 1997                    3

        Condensed Statements of Operations - Three Months Ended June 30,
            1997 and 1996                                                              4

        Condensed Statements of Cash Flows - Three Months Ended June 30,
            1997 and 1996                                                              5

        Notes to Condensed Financial Statements                                      6 - 7

Item 2. Management's Discussion and Analysis of Financial Condition and Results
            of Operations                                                            9 - 11

Part II.     OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                                          12

SIGNATURES                                                                            13
</TABLE>
















                                      - 2 -


<PAGE>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

                           ECOTYRE TECHNOLOGIES, INC.
                            CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                   As of               As of
                                                                   June 30, 1997       March 31, 1997
                                                                    (Unaudited)
                                                                   -------------       --------------   
<S>                                                              <C>                <C>
ASSETS
Current:
  Cash and cash equivalents                                       $      141,513     $       127,392
  Account receivable, less allowance for possible
       losses of $17,000                                                 979,479             958,798
  Inventories (Note 2)                                                   635,796             431,561
  Prepaid expenses                                                       237,561             241,087
  Other current assets                                                   221,119             120,999
                                                                  --------------     ---------------
       Total current assets                                            2,215,468           1,879,837

Property and equipment, less accumulated depreciation                  2,383,139           2,295,089
Security deposits                                                        216,079             244,815
Other assets                                                             433,441             396,003
                                                                  --------------      --------------
                                                                  $    5,248,127      $    4,815,744
                                                                  ==============      ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
  Current maturities of long-term debt                            $       97,000      $      115,000
  Accounts payable                                                     1,199,793           1,003,386
  Accrued expenses                                                       130,826             149,687
  Preferred stock dividends payable                                       60,139             120,277
  Current maturities of capitalized leases                                 8,400               7,979
  Current maturities of machinery loan                                   206,853             150,011
                                                                  --------------      --------------
       Total current liabilities                                       1,703,011           1,546,340
  Long-term debt, less current maturities                                150,000             150,000
  Capitalized leases, less current maturities                             14,549              16,711
  Machinery loan, less current maturities                                789,606             849,989
  Deferred rent credits                                                  319,799             313,169
                                                                  --------------      --------------
               Total liabilities                                       2,976,965           2,876,209
                                                                  --------------      --------------

  Class A Redeemable Convertible Preferred Stock, 2,000,000
            shares authorized; issued and outstanding - 1,202,775
            (redemption amount of $1,202,775)                                  -           1,193,090
                                                                  --------------      --------------    
  Commitments
  Stockholders' equity (Note 4):
       Serial Preferred Stock, $.001 par value, 1,325,000 shares
       authorized; none issued                                                 -                   -
       Class A Preferred Stock, $.001 par value, 2,000,000 shares
       authorized;  1,325,000 issued and outstanding (liquidation
       value $1,325,000)                                               1,325,000                   -
       Class B Preferred Stock, $.001 par value, 675,000 shares
       authorized; 450,000 issued and outstanding (liquidation
       value $450,000)                                                   450,000                   -
       Common stock, $.001 par value, 20,000,000 shares authorized;
            issued and outstanding - 1,171,971 and 908,143                 1,172                 908
       Paid-in capital                                                 8,179,252           7,852,407
       Deficit                                                        (7,684,262)         (7,106,870)
                                                                    ------------      --------------  
            Total stockholders' equity                                 2,271,162             746,445
                                                                    ------------      --------------
                                                                    $  5.248,127      $    4,815,744
                                                                    ============      ==============  
<FN>
                 See accompanying notes to financial statements
</FN>
</TABLE>
                                      - 3 -

<PAGE>
     
                           ECOTYRE TECHNOLOGIES, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                  For the Three Months Ended
                                                           June 30,
                                              ----------------------------------
                                                   1997                 1996
                                                   ----                 ----
                                               (Unaudited)           (Unaudited)
                                              ----------------------------------                             

<S>                                            <C>               <C>            
Net sales                                      $    1,121,261    $       218,802

Cost of sales                                       1,104,190            640,653
                                               --------------    ---------------                                             

  Gross profit                                         17,071           (421,851)
                                               --------------    ---------------
Operating expenses:

  Selling and shipping                                162,340            168,310
  General and administrative                          291,195            283,069
                                               --------------    ---------------

  Total Operating Expenses                            453,535            451,379
                                               --------------    ---------------

Loss from Operations                                 (436,464)          (873,230)
                                               --------------    ---------------

Other Expenses, income

  Interest expense, net of interest income             36,678             (1,753)

  Loss on Marketable Securities                        93,783             -
                                               --------------    ---------------

  Total Other Expenses (Income)                       130,461             (1,753)
                                               --------------    ---------------

Loss Before Taxes                                    (566,925)          (871,477)

  Income Taxes                                         10,457              3,749
                                               --------------    ---------------

Net loss                                       $     (577,382)   $       875,226

Preferred stock dividends (Note 3    )         $     (336,275)   $        92,014
                                               --------------    ---------------   
Net loss attributable to common stockholders   $     (913,657)   $      (967,240)
                                               ==============    ===============
Net loss per share (Notes 3 and 4)             $        (0.92)   $         (2.17)
                                               ==============    ===============
<FN>

                 See accompanying notes to financial statements.

</FN>
</TABLE>








                                      - 4 -



<PAGE>

                           ECOTYRE TECHNOLOGIES, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                        Three Months Ended
                                                                             June 30,
                                                                 ---------------------------------
                                                                       1997                 1996
                                                                 ---------------------------------
                                                                    (Unaudited)        (Unaudited)
<S>                                                             <C>                 <C>
Cash flows from operating expenses:
  Net loss                                                       $      (577,382)    $    (875,226)
  Adjustments to reconcile net loss to net cash used
       in operating activities:
       Depreciation and amortization                                      40,606            52,543
       Deferred rent                                                       6,630            12,019
       Loss on sale of marketable securities                              93,783                 -
  Decrease (increase) in assets:
       Accounts receivable                                               (20,681)          (34,701)
       Inventory                                                        (204,235)          (79,157)

       Other assets                                                     (207,189)           (6,748)

  Increase (decrease) in liabilities:
       Accounts payable                                                  196,407           (23,108)
              Accrued expenses                                           (18,861)           21,136
                                                                 ---------------     -------------
            Net cash used in operating                                  (690,922)         (933,242)
                                                                 ---------------     -------------
            activities:
Cash flows from investing activities:
  Proceeds from sale of marketable securities securities:                356,217                 -
  Capital expenditures - net                                            (128,656)         (365,454)
                                                                 ---------------     -------------
       Net cash provided by (used in) investing                          227,561          (365,454)
                                                                 ---------------     -------------
       activities:
Cash flows from financing activities:
  Proceeds from sale of common stock                                     500,500                 -
  Repayment of working capital loan                                      (18,000)                -
  Repayment of capitalized lease obligations and
       equipment loans                                                    (5,018)          (25,420)
  Proceeds from bank loan                                                      -           183,333          
Repayment of bank loan                                                         -          (200,000)
  Repayment of IPO expense                                                     -            (1,601)
                                                                 ---------------     -------------     
       Net cash provided by (used in) financing                          477,482           (43,688)
            activities
Net increase (decrease) in cash                                           14,121        (1,342,384)
Cash and cash equivalents, beginning of period                           127,392         2,782,952
                                                                 ---------------     -------------
Cash and cash equivalents, end of period                                 141,513         1,440,568
                                                                 ---------------     -------------
Interest paid                                                  $           6,867            17,636
<FN>

                 See accompanying notes to financial statements
</FN>

</TABLE>













                                      - 5 -

<PAGE>

                           ECOTYRE TECHNOLOGIES, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.     Basis of Presentation

     The accompanying  unaudited condensed financial  statements included herein
have been prepared in accordance with generally accepted  accounting  principles
for interim  period  reporting  in  conjunction  with the  instructions  to Form
10-QSB.  Accordingly,  these  statements  do not include all of the  information
required  by  generally  accepted  accounting  principles  for annual  financial
statements,  and  are  subject  to  year-end  adjustments.  In  the  opinion  of
management,  all known adjustments  (consisting of normal accruals and reserves)
necessary to present  fairly the interim  financial  results for the period have
been  included.  It is  suggested  that  these  interim  statements  be  read in
conjunction  with the financial  statements  and related  notes  included in the
Company's 10-KSB for the year ended March 31, 1997.

     The  operating  results  for the three  months  ended June 30, 1997 are not
necessarily  indicative  of the results to be expected  for the year ended March
31, 1998.

Note 2.     Inventories

     Inventories have been valued at the lower of cost or market. The components
of inventory at June 30, 1997 and March 31, 1997 consist of:
<TABLE>
<CAPTION>


                                         June 30,                 March 31,
                                           1997                      1997
                                     ---------------------------------------

                <S>                 <C>                      <C>         
                 Raw materials       $    341,991             $      252,221

                 Work in process           29,940                      9,765

                 Finished goods           263,865                    169,575
                                     ------------             --------------     

                                     $    635,796             $      431,561
                                     ============             ==============
</TABLE>

Note 3.     Net Loss Per Share

     Net loss per share is based on the weighted  average number of Common Stock
outstanding  during each period.  Common Stock equivalents and other potentially
dilutive  securities are antidilutive.  Net loss has been adjusted for accretion
of preferred dividends. (See Note 4)
















                                      - 6 -

<PAGE>

                           ECOTYRE TECHNOLOGIES, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)


Note 4.     Private Placements

     In April 1997,  the Company  completed  a private  placement  of its common
stock which  provided net proceeds of $275,625 by issuing  112,501 shares of its
common stock at a price of $2.45 per share.

     On June 18, 1997, the Company  commenced a second private  placement of its
common stock which  provided  net  proceeds  through June 30,1997 of $224,875 by
issuing 179,900 shares of its common stock at a price of $1.25 per share.


     Subsequent to June 30, 1997, the Company sold an additional  821,800 shares
of its  common  stock at a price of $1.25  per  share  resulting  in  additional
proceeds of $1,027,250.

Class A Redeemable Convertible Preferred Stock.

     Effective April 17, 1997, the Certificate of  Incorporation  of the Company
was amended upon approval from its redeemable Convertible Preferred shareholders
to modify their existing stock. The redemption provision has been eliminated and
the conversion rate of Preferred  Stock into Common Stock has been reduced.  The
Class A Convertible Preferred Stock is now convertible by multiplying the number
of  shares to be  converted  by the sum of $1.00  plus all  accrued  and  unpaid
dividends  divided by the lesser of $21.00 per share or 75% of the  closing  bid
price for a five day trading period  immediately  prior to the conversion  date.
Commencing  July 15, 1997,  each holder of Class A Convertible  Preferred  Stock
shall be entitled to convert up to 25% of their shares per month..

     The discount in the conversion rate of the  convertible  preferred stock to
common is required to be  reflected  as  additional  dividends  ratably over the
conversion  period.  Accordingly,  the Company recorded accreted preferred stock
dividends related to this discount of $266,451 or ($.27) per share (attributable
to the common stockholders) during the period ended June 30, 1997.

Class B Convertible Preferred Stock.

     Effective April 17, 1997, the Certificate of  Incorporation  of the Company
was amended upon  approval  from its Board of  Directors  to  authorize  675,000
shares of Class B  Convertible  Preferred  Stock,  with a par value of $.001 per
share (liquidation preference $1.00 per share; cumulative dividend of 10%).

     In April 1997, a principal  stockholder  of the Company  purchased  450,000
shares of Class B Convertible Preferred Stock for $450,000. Such preferred stock
is  convertible  into  common  stock by  multiplying  the number of shares to be
converted by the sum of $1.00 plus all accrued unpaid dividends divided by $2.45
per share. The holder of the Class B Convertible  Preferred Stock has agreed not
to convert or sell said stock until May 22, 1998.

Reverse Stock Split.

     On June 2,  1997,  the  Company,  with the  approval  of its  shareholders,
effectuated  a  one-for-seven  reverse  stock  split.  All  share  and per share
information  in the  financial  statements  reflects  the effects of the reverse
stock split.








                                      - 7 -
<PAGE>

Note 5.     Income Taxes

     Income taxes are based on annualized statutory federal and state income tax
rates.  The provision for income taxes exclude a benefit for net operating  loss
carryforwards.

Note 6.     Supplemental Cash Flow Information

     Non-cash investing and financing  activities during the three months period
ending June 30, 1997 were as follows:
<TABLE>
<S>                                                              <C>            
  Sale of Class B Preferred Stock for marketable securities      $       450,000

  Exchange of Class A Redeemable Preferred shares and
  annual dividends for Class A Convertible Preferred
  shares                                                         $     1,325,000

  Accretion and accrual of Preferred Stock dividends             $       336,275

  Cancellation of consulting agreement and return of
  related common shares                                          $       100,000

</TABLE>



































                                      - 8 -
<PAGE>

Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operation

General

     The  Company  operated as a wholesale  distributor  of remolded  automobile
tires since its inception in April 1993. In accordance  with its business  plan,
the Company has substantially curtailed distribution  operations,  concentrating
its efforts on its manufacturing operations. In its distribution operations, the
Company  resold its products  primarily to retail tire  replacement  centers and
tire distributors.

     The Company commenced limited manufacturing  operations in December 1995 at
its  65,000  square  foot  leased   facility  in   Holtsville,   New  York.  See
"Properties".  To commence  manufacturing,  the Company  had  purchased  20 mold
presses,  molds,  one  extruder,  one  buffing  machine  and  related  ancillary
equipment.  Additional equipment was purchased in 1996 to increase the Company's
production   capacity  and  limit  down  time  due  to  machinery  failures  and
maintenance.  The Company  ordered  new molds from Italy in November  1996 to be
utilized in its current  presses  which should allow the Company to increase its
production of popular high  performance  and light truck tires with  anticipated
higher profit margins, decreasing its production of smaller tire sizes which are
sold at lower  margins.  The molds have  arrived at the  Company's  facility and
certain of the new light  truck tire sizes are in  production  while  others are
presently being tested. Also, in March 1997, the Company acquired certain of the
assets of Butler Retreading,  Inc., (the "Butler Acquisition") a private 18 year
old high performance  retreading  Company based in Marietta,  Georgia.  Butler's
equipment  is expected to increase  the  Company's  present  press  capacity and
position  the Company to increase  sales,  with  intended  higher  gross  profit
margins from the new mix of tires it will  produce.  The  business  acquisition,
which includes  Butler's client base,  machinery,  equipment and inventory,  was
financed principally by the proceeds of a $1,000,000 loan from PhoenixCor. Inc.,
a wholly owned subsidiary of Sumitoma Bank.

Results of Operations

  Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996.

     Net Sales. The Company's net sales of $1,121,261 for the three months ended
June 30, 1997  represent  an increase of $902,459  compared to net sales for the
three months ended June 30, 1996. The increase is  attributable to the Company's
operations of its manufacturing  facility for the entire quarter ending June 30,
1997 as  compared  to  limited  operations  during the prior  comparable  fiscal
quarter.

     Cost of Sales.  The Company's cost of sales for the three months ended June
30, 1997 was  $1,104,190  as compared to $640,653,  representing  an increase of
$463,537.  This  increase was due  primarily to the increase of purchases of raw
materials  required to support  increased  manufacturing  output.  Although  the
Company  operated its facility for the entire  quarter  ended June 30, 1997,  it
experienced delays and inefficiencies in production primarily due to the receipt
of improperly formulated raw materials. During the fiscal quarter ended June 30,
1996, the Company was primarily in its initial stages of manufacturing.

     Gross Profit . The  Company's  gross profit for the three months ended June
30, 1997 was $17,071 as  compared  to a gross loss of  ($421,851)  for the three
months ended June 30, 1996. The increase in gross profit is directly  related to
the Company operating its facility at a higher percentage of capacity during the
quarter  ended  June 30,  1997  than  during  the  start-up  period in its prior
comparable fiscal quarter.

     Operating  Expenses.  The Company incurred selling,  shipping,  general and
administrative  expenses of $453,535 in the three  months ended June 30, 1997 as
compared to $451,379 in the three  months  ended June 30,  1996.  Such  expenses
represent  40% and 206% of net sales for the  quarters  ended June 30,  1997 and
June 30, 1996,  respectively.  The decline of such  expenses as a percentage  of
sales represents the Company's continuing efforts to contain such expenses as it
expands its  operations.  The slight  decline of selling and  shipping  expenses
relates to savings achieved from the implementation of logistics analysis to the
shipping process and a change in the sales compensation  structure.  The decline
was offset by a slight increase in general  administrative  expenses relating to
an increase in employee fringe benefits.



                             - 9 -
<PAGE>

     Other Expenses.  The Company  incurred other expenses of $130,461 for the 3
months  ended June 30, 1997  compared to net  interest  income of $1,743 for the
three months ended June 30, 1996.  The increase in other  expenses was $132,214.
Interest  expenses   increased  by  $38,431   reflecting  the  Company's  higher
outstanding  borrowing  principally  related to the machinery  loan.  During the
prior fiscal  quarter,  the Company had net interest  income of $1,743  relating
primarily  to the  interest  earned on the  invested  proceeds  from its initial
public  offering.  The Company also  incurred a loss of $93,783  relating to the
sale of  marketable  securities.  Such  marketable  securities  were received in
exchange for the sale of the Company's Class B Convertible Preferred Stock.

     Net Loss.  As a result of the  foregoing  factors,  the  Company's net loss
decreased  from  ($875,226) for the quarter ended June 30, 1996 to a net loss of
($577,382)  for the quarter ended June 30, 1996.  The net loss  attributable  to
common  stockholders  decreased from $967,240 or $2.17 per share to $913,657 or
$.92 per share. As further  explained in Note 4, the principal  component of the
increase  in the  preferred  stock  dividends  relates  to  preferred  dividends
accreted of $266,451.

Liquidity and Capital Resources

     As indicated in the Company's  annual report on Form 10-KSB,  the Company's
financial  statements have been prepared assuming that the Company will continue
operating as a going concern.  The Company has sustained  losses since inception
and requires  additional working capital.  These factors raise substantial doubt
about the  Company's  ability to  continue  as a going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

     The Company used cash in operating activities in the amount of $690,922 for
the three  months  ended June 30, 1997 and  $933,242  for the three months ended
June 30,  1996  which was  primarily  related to the loss from  operations.  The
Company  purchased  machinery  and  equipment  in the  amounts of  $128,656  and
$365,454  for the three  months  ending  June 30,  1997 and 1996,  respectively.
Financing  provided to fund operating  activities and fixed asset  purchases for
the three months ended June 30, 1997 was provided by the proceeds from a private
placement of common stock of $500,500 and proceeds  from the sale of  marketable
securities of $356,217.  Operating and investing activities for the three months
ended June 30, 1996 were funded from a bank loan of $183,333 and the utilization
of cash and  equivalents  from the proceeds of the Company's 1995 initial public
offering.

     On  March  21,  1997,  the  Company   acquired  certain  assets  of  Butler
Retreading,  Inc.  The  aggregate  purchase  price  was  approximately  $939,000
consisting of $750,000 in cash provided by long term financing and 42,857 shares
of common  stock of the  Company  valued at  $189,000,  or $4.41 per share,  the
quoted market price of the Company's shares as of March 21, 1997.

     In connection  with the  acquisition,  the Company  entered into a new loan
agreement  with a financing  company.  That  company  assumed the balance of the
previous loan in the amount of $139,589 and provided  financing in the amount of
$860,411,  for a total new loan of $1,000,000.  The loan is payable in 3 monthly
installments   of  $11,205   from  April  1997  through  June  1997,  3  monthly
installments  of $19,609  from July 1997 through  September  1997 and 42 monthly
installments of $28,012  thereafter,  including interest at 11.4% per annum. The
new  lender  has a  security  interest  in all of the  Company's  equipment  and
inventory.



                             - 10 -
<PAGE>
     The Company has entered  into a 10-year,  9-month  lease with one five year
renewal option for approximately 65,000 square feet of manufacturing,  warehouse
and office space in Holtsville,  New York during fiscal 1995, which provides for
minimum annual rental obligations of approximately  $282,750, plus utilities and
maintenance,  subject  to 5%  annual  increases.  As long as the  Company  is in
substantial  compliance with its obligations  under this Lease, it has an option
to purchase these premises for $2,500,000. If this option has not been exercised
by October 1, 1997,  the purchase  price will increase by 5% of that date and on
each  anniversary  thereof up to and  including  October 1, 2004. If the Company
elects to purchase these premises, it will be required to tender a deposit equal
to 10% of the purchase price and consummate the purchase  within sixty (60) days
thereafter, whereupon the balance of the purchase price will be due. This option
may be exercised at any time up to July 31, 2005.  The Company is utilizing this
facility  for its  manufacturing  operations,  as well  as for  warehousing  its
inventory and as its corporate offices.  The Company's capital  requirements may
change  depending upon numerous  factors and the Company may require  additional
financing  from  time to time,  particularly  in order to  effectuate  expansion
activities,  if  any.  As of June  30,  1997,  the  Company  has no  significant
commitments for additional capital expenditures.

     At June 30, 1997, the Company had cash and cash equivalents of $141,513 and
working capital of $512,457.  As further discussed in Note 4, the Company raised
approximately  $950,000  from the  private  placement  of  common  stock and has
effectuated an amendment to its Class A Convertible Preferred stock removing the
requirement  to pay  approximately  $1,325,000  on  January  15,  1998.  As also
discussed in Note 4, the Company raised an additional  $1,027,000  subsequent to
June 30,  1997 from the  private  placement  of its common  stock.  The  Company
believes that it will be required to raise  additional  working  capital to meet
its continuing obligations. If the Company is unsuccessful in achieving positive
cash flow from its  operations or generating  additional  working  capital,  the
Company's business will be materially and adversely affected.

Seasonality

     While there is a year-round  demand for automobile  tires,  automobile tire
sales in the  Northeastern  United  States are  generally  strongest  during the
second and third calendar  quarters of the year.  Seasonality may have an impact
on the  Company's  operations  including  cash flow,  insofar as the  Company is
required  to control  inventory  levels to reflect  projected  quarterly  sales.
However,  since the Company anticipates that approximately 50% of its sales will
be in the Western  United States and other regions where all purpose  automobile
tires are used year round,  it does not  believe  that  seasonality  will have a
material adverse impact on its operations.

Change in Management

     Marc de Logeres,  former Chairman of the Board of Michelin Tyres,  plc, the
United Kingdom subsidiary of the Michelin Group, former Chief Executive Officer,
President  and  Chairman  of  Michelin  Tire  Company in the  United  States and
Michelin Tire Company,  Ltd. in Canada,  consultant and co-chairman of the Board
of EcoTyre  Technologies,  Inc.  since  November,  1995 has agreed to extend his
consulting  agreement  and has accepted the position as the sole Chairman of the
Board of the Company.  Maxwell  Parsons has resigned as Co-Chairman of the Board
effective August 13, 1997.

                             - 11 -
<PAGE>

PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   (a) The Registrant held its Annual Meeting of Stockholders on May 29, 1997.

   (b) Not applicable.

   (c) (i) Two directors were elected at the Annual Meeting of Stockholders to
serve in Class I until the Annual Meeting of Stockholders in 1999 or until their
successors are chosen and qualified. The names of these directors and votes cast
in favor of their election and shares withheld are as follows:
<TABLE>
<CAPTION>

              Name         Votes For      Votes Withheld
              ----         ---------      --------------

       <S>                 <C>                <C>   
       Vito F. Alongi      4,660,950          64,857
       John W. King        4,660,950          64,857
</TABLE>

     (ii) The directors  approved a proposal to amend the Company's  Certificate
of  Incorporation to authorize an increase in the Company's  authorized  capital
from  20,000,000  shares of Common Stock to  30,000,000  shares of Common Stock.
Votes cast at this meeting were 4,406,800 shares for, 208,907 shares against and
110,100 shares abstaining.

     (iii) The directors approved a proposal to amend the Company's  Certificate
of Incorporation  to authorize a one-for-three  stock split of the Common Stock.
Votes  cast at the  meeting  were  4,295,385  for,  204,557  against  and 11,900
abstaining.

     (iv) The directors  approved a proposal to amend the Company's  Certificate
of  Incorporation  to authorize a one-for-five  stock split of the Common Stock.
Votes cast at this  meeting  were  4,263,196  for,  237,896  against  and 10,750
abstaining.

     (v) The directors approved a proposal to amend the Company's Certificate of
Incorporation  to authorize a  one-for-seven  reverse  stock split of the Common
Stock. Votes cast at this meeting were 4,174,331 for, 322,011 against and 15,500
abstaining.

ITEM 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits
         --------

            27 - Financial Data Schedule (for electronic submission only)

    (b)  Reports on Form 8-K
         -------------------

            None













                                     - 12 -
<PAGE>

                                   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.

Dated  :    August 19, 1997                ECOTYRE TECHNOLOGIES, INC.
                                           ------------------------------
                                                 (Registrant)

                                           By:  /s/ Vito F. Alongi
                                              ---------------------------
                                              Vito F. Alongi,
                                              President, Treasurer and Principal
                                              Financial Officer