<SUBMISSION>
<ACCESSION-NUMBER>0001012895-01-500175
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20011220
<EFFECTIVENESS-DATE>20011220
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERITYRE CORP
<CIK>0000945828
<ASSIGNED-SIC>3011
<IRS-NUMBER>870535207
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-75586
<FILM-NUMBER>1819823
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>705 YUCCA STREET
<CITY>BOULDER CITY
<STATE>NV
<ZIP>89005
<PHONE>7022931930
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>705 YUCCA STREET
<CITY>BOULDER CITY
<STATE>NV
<ZIP>89005
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AMERICAN TIRE CORP
<DATE-CHANGED>19951117
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>fs8d01rs.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE> 1

As filed with the Securities and Exchange Commission on December 20, 2001
SEC File No. _______________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933

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

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

       705 Yucca Street, Boulder City, Nevada                   89005
----------------------------------------------------         ------------
(Address of Principal Executive Offices)                      (Zip Code)

                  ELLIOTT N. TAYLOR NON-QUALIFIED STOCK OPTION
                  --------------------------------------------
                            (Full title of the plan)

                   JOHN C. THOMPSON NON-QUALIFIED STOCK OPTION
                   -------------------------------------------
                         (Full title of the plan)

      David Griffiths, 705 Yucca Street, Boulder City, Nevada  89005
------------------------------------------------------------------------------
           (Name, address, including zip code of agent for service)

 Telephone number, including area code, of agent for service:  (702) 293-1930

                           CALCULATION OF REGISTRATION FEE

                               Proposed         Proposed
Title of                       Maximum          Maximum
Securities     Amount          Offering         Aggregate        Amount of
to be          to be           Price Per        Offering         Registration
Registered     Registered (2)  Share (1)        Price            Fee
----------     ----------       ----------      ----------       ------------
Common Stock,
$0.001 par
value             50,000        $2.45           $122,500         $30.00

(1)  Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee as determined under Regulation C, Rule 457(c)
and/or (g), of the Securities Act of 1933, based on the average of the bid and
ask price of the Registrant's common stock as reported on the NASD's OTC
Bulletin Board on December 20, 2001.



<PAGE>
<PAGE> 2

                                 PART I

                            AMERITYRE CORPORATION
                  Cross Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of part I of form S-8 and the section 10(a)
prospectus which will be delivered to each employee, director or consultant
who participates in the stock option plans.

Registration Statement Item Numbers and Headings       Prospects Headings
------------------------------------------------       ------------------

1)     Plan Information                             Section 10(a) Prospectus

2)     Registration Information and Employee
       Plan Annual Information                      Section 10(a) Prospectus



<PAGE>
<PAGE> 3

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are hereby
incorporated by reference:

     1)    The Company's annual report on Form 10-KSB for the period ended
June 30, 2001, as amended, dated October 9, 2001;

     2)     The Company's quarterly report on Form 10-QSB for the period ended
September 30, 2001, dated November 14, 2001; and

     3)     All additional reports filed by the Company with the Commission
pursuant to section 13(a) or 15(d) of the Exchange Act after September 30,
2001.

All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 12, or 15(d) of the Exchange Act prior to the filing of
any post-effective amendment which indicates that all securities covered by
this Prospectus have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

<PAGE>
<PAGE> 4

ITEM 4. DESCRIPTION OF SECURITIES

Common Stock

     The Company is authorized to issue 25,000,000 shares of common stock, par
value $0.001 per share (the "Common Stock").  The holders of the Common Stock
are entitled to one vote per share on each matter submitted to a vote at any
meeting of shareholders.  Shares of Common Stock do not carry cumulative
voting rights and, therefore, a majority of the shares of outstanding Common
Stock will be able to elect the entire board of directors and, if they do so,
minority shareholders would not be able to elect any persons to the board of
directors. The Company's articles of incorporation and bylaws provide that a
majority of the issued and outstanding shares of the Company shall constitute
a quorum for shareholders' meetings, except with respect to certain matters
for which a different percentage quorum is required by statute.

     Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock or other securities.  The Common Stock is
not subject to redemption and carries no subscription or conversion rights. In
the event of liquidation of the Company, the shares of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities and payment of any preferences on preferred stock.

     Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends.

     The board of directors has the authority to issue the authorized but
unissued shares of Common Stock without action by the shareholders.  The
issuance of such shares would reduce the percentage ownership held by persons
purchasing Common Stock in this offering and may dilute the book value of the
then existing shareholders.

Preferred Stock

     The Company's Articles of Incorporation authorize 5,000,000 shares of
Preferred Stock, par value $0.001 per share (the "Preferred Stock"). Preferred
Stock may be issued in one or more series or classes, with each series or
class having the rights and privileges respecting voting rights, preferences
as to dividends and liquidation, conversion rights, and other rights of such
series as determined by the board of directors at the time of issuance.
Currently there are no shares of Preferred Stock outstanding nor have any such
shares been designated for issuance.

Registrar and Transfer Agent

     The registrar and transfer agent of the Company's securities is Interwest
Transfer Company, 1981 East Murray-Holladay Road, Holladay, Utah  84117, (801)
272-9294.

<PAGE>
<PAGE> 5

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

Members of the law firms Taylor and Associates, Inc., legal counsel to the
Registrant, have been granted options under the plan being registered
hereunder aggregating 50,000 shares at an exercise price of $2.00 per share,
for an aggregate fair market value of $100,000.  Except as otherwise disclosed
herein, no other expert or counsel for the Company named in this registration
statement as having prepared or certified any part hereof, or as giving an
opinion as to the validity of the securities being registered was employed on
a contingency basis, or has or is to receive, in connection with the offering,
a substantial interest in the Company or its subsidiaries.  In addition no
such expert or counsel is connected with the Company or its subsidiaries as a
promoter, managing underwriter, voting trustee, director, officer, or
employee.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following is a brief summary of certain indemnification provisions of the
Company's certificate of incorporation and the Nevada Revised Statutes. This
summary is qualified in its entirety by reference to the text thereof.

Section 78.751 of the Nevada Revised Statutes confers on a director or officer
an absolute right to indemnification for expenses, including attorneys' fees,
actually and reasonably incurred by him to the extent he is successful on the
merits or otherwise in defense of any action, suit, or proceeding. This
section also entitles a director or officer to partial indemnification against
expenses to the extent that he has been successful in defending any claim,
issue, or matter asserted in such proceeding. The Nevada Revised Statutes
indemnification section further permits the corporation to indemnify officers
and directors in circumstances where indemnification is not mandated by the
statute and certain statutory standards are satisfied.

The Nevada Revised Statutes expressly make indemnification contingent upon a
determination that indemnification is proper in the circumstances. Such
determination must be made by the board of directors, the shareholders, or
independent legal counsel. The Nevada Revised Statutes also permit a
corporation, in its articles of incorporation, bylaws, or an agreement, to pay
attorneys' fees and other litigation expenses on behalf of a corporate
official in advance of the final disposition of the action upon receipt of an
undertaking by or on behalf of the corporate official to repay such expenses
to the corporation if it is ultimately determined that he is not entitled to
be indemnified by the corporation. The corporation may also purchase and
maintain insurance to provide indemnification.

The Nevada Revised Statutes also provide that indemnification authorized by
the statute is not exclusive of, but is in addition to, indemnification rights
granted under a corporation's articles of incorporation, an agreement, or
pursuant to a vote of shareholders or disinterested directors.

The foregoing discussion of indemnification merely summarizes certain aspects
of indemnification provisions and is limited by reference to Section 78.751 of
the Nevada Revised Statues.

<PAGE>
<PAGE> 6

The Company's articles of incorporation and bylaws do not contain specific
provisions relating to indemnification of directors, officers, employees,
and/or agents of the Company. However, it is anticipated that the Company will
indemnify its officers and directors to the full extent permitted by the above
referenced statute. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by
a director, officer or controlling person in connection with the securities
being registered), the small business issuer will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
the Company is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

<PAGE>
<PAGE> 7

                                ITEM 8. EXHIBITS

Exhibits.
---------
Copies of the following documents are included as exhibits to this
registration statement pursuant to Item 601 of Regulation S-K.

             SEC
Exhibit      Reference
No.          No.           Description                           Location
-------      ---------     -----------                           --------
4.01            4          Elliott N. Taylor
                           Non-qualified Stock Option            This filing

4.02            4          John C. Thompson
                           Non-qualified Stock Option            This Filing

5.01          5 & 23       Letter opinion, including consent
                           of Taylor and Associates, Inc.
                           Attorneys and Counselors at Law,
                           regarding legality of Common Stock
                           to be issued pursuant to options
                           granted under the Plans.              This Filing

23.01           23         Consent of HJ & Associates, LLC
                           Certified Public Accountants          This Filing

25.01           25         Powers of Attorney                    See Signature
                                                                 Page
<PAGE>
<PAGE> 8

                                ITEM 9. UNDERTAKINGS

REGULATION S-K

Post-Effective Amendments-Item 512(a)
-------------------------------------
The undersigned Registrant hereby undertakes:

  (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement, to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

  (2)  That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

  (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

Filings Incorporating Subsequent Exchange Act Documents by Reference-Item
512(b)
-------------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended , each filing of
the Registrant's annual report pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(a) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Filing of Registration Statement on Form S-8 - Item 512(h)
----------------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction, the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

<PAGE>
<PAGE> 9

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Boulder City, state of Nevada, this
20st day of December 2001.

                                        AMERITYRE CORPORATION

                                        By /S/ Richard A. Steinke, President


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Richard A. Steinke, with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to
this registration statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                            Title                  Date
---------                            -----                  ----
/S/ Richard A. Steinke               Director               December 20, 2001

/S/ Louis M. Haynie                  Director               December 20, 2001

/S/ William K. Watkins               Director               December 20, 2001

/S/ Gene Stipe                       Director               December 20, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.02
<SEQUENCE>3
<FILENAME>fs8d01x402.txt
<DESCRIPTION>THOMPSON OPTION
<TEXT>
<PAGE> 1
Exhibit 4.02

NON-QUALIFIED STOCK OPTION


THIS NONQUALIFIED STOCK OPTION (this "Option") is granted this 14th day of
December 2001, by Amerityre Corporation, a Nevada corporation (the "Company"),
to John C. Thompson (the "Optionee").

Premises

A. The Company has engaged Taylor and Associates, Inc., a law firm, of which
Optionee is an employee, to provide professional and legal services to the
Company in connection with the Company's ongoing and periodic reporting
obligations and other general corporate matters. In consideration for
Optionee s services, the Company has agreed to issue Optionee an option to
purchase up to five thousand (5,000) shares of the Company s common stock,
par value $0.001 (the "Common Stock").

B. The Company intends to register the shares of Common Stock issuable on
exercise of the Option under a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission.

C. The Options have an exercise price of $2.00 per share.  The exercise price
reflects the closing  price per share of the Company's Common Stock on
December 13, 2001, the day prior to the grant of this Option.

Grant

1. Grant of Option.  The Company hereby irrevocably grants to Optionee the
right and option to purchase all or any part of an aggregate of five thousand
(5,000) shares of Common Stock on the terms and conditions hereinafter set
forth.

2. Exercise Price.  The exercise price of this Option shall be $2.00 per
share.

3. Term of Option.  Subject to the other provisions contained herein, this
Option may be exercised, in whole or in part, at any time until December 14,
2006.

4. Shareholder's Rights.  The Optionee shall have the rights of a shareholder
only with respect to Common Stock fully paid for by Optionee under this
Option.

5. Record Owner, Persons Entitled to Exercise and Assignability.   The Company
may deem the Optionee as the absolute owner of this Option for all purposes.
During the Optionee s lifetime, this Option can only be exercised by the
Optionee, and neither this Option nor any right hereunder can be transferred
other than by testamentary disposition or the laws of descent and
distribution.  This Option is not assignable and in the event of any
alienation, assignment, pledge, hypothecation, or other transfer of this
Option or any right hereunder, except as permitted herein, this Option and all
rights granted hereunder shall be immediately null and void.

<PAGE>
<PAGE> 2

6. Method of Exercise.  This Option may be exercised by delivery of a notice
of exercise, a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the number of Options to
be exercised along with either:

(a) A certified check or bank check payable to the order of the Company in the
amount of the full exercise price of the Common Stock being purchased;

(b) Shares of Common Stock of the Company already owned by the Optionee equal
to the exercise price with the Common Stock valued at its fair market value
based on the closing bid quotation for such stock on the close of business on
the day last preceding the date of exercise of such Option, as reported or
quoted on the NASDAQ System or, if not  included in the NASDAQ System, shall
mean the closing bid quotation for such stock as determined by the Company
through any other reliable means of determination available on the close of
business on the day last preceding the date of such Option;

(c) Options or other rights to purchase Common Stock valued at the amount by
which the closing bid quotations as determined in accordance with Clause (b)
above of the Common Stock subject to the options or other rights exceeds the
exercise or purchase price provided on such options or rights; or

(d) Cancellation of debt owed by the Company to the Option Holder, including
debt from professional fees, services, employment relationships or otherwise,
upon presentation of an invoice for services provided to the Company.

As soon as practicable after receipt by the Company of such notice a
certificate or certificates representing such shares of Common Stock shall be
issued in the name of the Optionee, or, if the Optionee shall so request in
the notice exercising the Option, in the name of the Optionee and another
person jointly, with right of survivorship, and shall be delivered to the
Optionee.  If this Option is not exercised with respect to all Common Stock
subject hereto, Optionee shall be entitled to receive a similar Option of like
tenor covering the number of shares of Common Stock with respect to which this
Option shall not have been exercised.

7. Availability of Shares.  During the term of this Option, the Company shall
at all times keep available for issuance the number of shares of Common Stock
subject to this Option.

8. Restrictions on Transfer.  The Option and the Common Stock subject to the
Option (collectively referred to as the "Securities") are subject to
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and any  applicable state securities statutes.  Optionee acknowledges
that unless a registration statement with respect to the Securities is filed
and declared effective by the Securities and Exchange Commission, the
Securities have or will be issued in reliance on specific exemptions from such
registration requirements for transactions by an issuer not involving a public
offering and specific exemptions under state statutes.  Any disposition of the
Securities may, under certain circumstances, be inconsistent with such
exemptions.  The Securities may be offered for sale, sold, or otherwise
transferred only if (i) registered under the Securities Act, and in some
cases, under the applicable state securities acts, or, if not registered, (ii)
only if pursuant to an exemption from such registration requirements and only
after the Optionee provides an opinion of counsel or other evidence
satisfactory to the Company to the effect that registration is not required.
In some states, specific conditions must be met or approval of the securities

<PAGE>
<PAGE> 3

regulatory authorities may be required before any such offer or sale.  If rule
144 is available (and no assurance is given that it will be), only routine
sales of the Common Stock in limited amounts can be made after one year
following the acquisition date of the Securities, as determined under rule
144(d), in accordance with the terms and conditions of rule 144.  In any
event, in the absence of an effective registration statement covering the
Securities, the Company may refuse to consent to any transfer in the absence
of an opinion of legal counsel, satisfactory to and independent of counsel of
the Company, that such proposed transfer is consistent with the above
conditions and applicable securities laws.  The Company has agreed to use its
best efforts to register the shares of Common Stock issuable on exercise of
this Option by filing a registration statement on Form S-8 with the Securities
and Exchange Commission within sixty (60) days from the date of the grant of
this Option.

9. Validity and Construction.  The validity and construction of this Option
shall be governed by the laws of the state of Nevada.

EXECUTED as of the date first above written.

The Company:                                   Optionee:

AMERITYRE CORPORATION., a Nevada corporation



By /S/                                        /S/ John C. Thompson
  ------------------------------              ---------------------
  Its Duly Authorized Officer                 John C. Thompson


EXHIBIT A
Form of Exercise
(to be signed only upon exercise of Option)

TO:   Amerityre Corporation
      705 Yucca Street
      Boulder City, NV  89005

The undersigned, the owner of the attached Option (the "Option Holder"),
hereby irrevocably elects to exercise the purchase rights represented by the
Option for, and to purchase thereunder, ______________ shares of Common Stock
of AMERITYRE CORPORATION.

The Option Holder has enclosed __________________ (the "Consideration"),
pursuant to paragraph 6 of the Option, as payment of the exercise price of the
Common Stock to be acquired. Please have the certificate(s) registered as
follows:

DATED this ____ day of ______________, 20___.


________________________________________
Signature of Optionee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.01
<SEQUENCE>4
<FILENAME>fs8d01x401.txt
<DESCRIPTION>TAYLOR OPTION
<TEXT>
<PAGE> 1
Exhibit 4.01

NON-QUALIFIED STOCK OPTION


THIS NONQUALIFIED STOCK OPTION (this "Option") is granted this 14th day of
December 2001, by Amerityre Corporation, a Nevada corporation (the "Company"),
to Elliott N. Taylor (the "Optionee").

Premises

A. The Company has engaged Taylor and Associates, Inc., a law firm, of which
Optionee is a principal, to provide professional and legal services to the
Company in connection with the Company's ongoing and periodic reporting
obligations and other general corporate matters. In consideration for
Optionee s services, the Company has agreed to issue Optionee an option to
purchase up to forty-five thousand (45,000) shares of the Company s common
stock, par value $0.001 (the "Common Stock").

B. The Company intends to register the shares of Common Stock issuable on
exercise of the Option under a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission.

C. The Options have an exercise price of $2.00 per share.  The exercise price
reflects the closing  price per share of the Company's Common Stock on
December 13, 2001, the day prior to the grant of this Option.

Grant

1. Grant of Option.  The Company hereby irrevocably grants to Optionee the
right and option to purchase all or any part of an aggregate of forty-five
thousand (45,000) shares of Common Stock on the terms and conditions
hereinafter set forth.

2. Exercise Price.  The exercise price of this Option shall be $2.00 per
share.

3. Term of Option.  Subject to the other provisions contained herein, this
Option may be exercised, in whole or in part, at any time until December 14,
2006.

4. Shareholder's Rights.  The Optionee shall have the rights of a shareholder
only with respect to Common Stock fully paid for by Optionee under this
Option.

5. Record Owner, Persons Entitled to Exercise and Assignability.   The Company
may deem the Optionee as the absolute owner of this Option for all purposes.
During the Optionee s lifetime, this Option can only be exercised by the
Optionee, and neither this Option nor any right hereunder can be transferred
other than by testamentary disposition or the laws of descent and
distribution.  This Option is not assignable and in the event of any
alienation, assignment, pledge, hypothecation, or other transfer of this
Option or any right hereunder, except as permitted herein, this Option and all
rights granted hereunder shall be immediately null and void.

<PAGE>
<PAGE> 2

6. Method of Exercise.  This Option may be exercised by delivery of a notice
of exercise, a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the number of Options to
be exercised along with either:

(a) A certified check or bank check payable to the order of the Company in the
amount of the full exercise price of the Common Stock being purchased;

(b) Shares of Common Stock of the Company already owned by the Optionee equal
to the exercise price with the Common Stock valued at its fair market value
based on the closing bid quotation for such stock on the close of business on
the day last preceding the date of exercise of such Option, as reported or
quoted on the NASDAQ System or, if not  included in the NASDAQ System, shall
mean the closing bid quotation for such stock as determined by the Company
through any other reliable means of determination available on the close of
business on the day last preceding the date of such Option;

(c) Options or other rights to purchase Common Stock valued at the amount by
which the closing bid quotations as determined in accordance with Clause (b)
above of the Common Stock subject to the options or other rights exceeds the
exercise or purchase price provided on such options or rights; or

(d) Cancellation of debt owed by the Company to the Option Holder, including
debt from professional fees, services, employment relationships or otherwise,
upon presentation of an invoice for services provided to the Company.

As soon as practicable after receipt by the Company of such notice a
certificate or certificates representing such shares of Common Stock shall be
issued in the name of the Optionee, or, if the Optionee shall so request in
the notice exercising the Option, in the name of the Optionee and another
person jointly, with right of survivorship, and shall be delivered to the
Optionee.  If this Option is not exercised with respect to all Common Stock
subject hereto, Optionee shall be entitled to receive a similar Option of like
tenor covering the number of shares of Common Stock with respect to which this
Option shall not have been exercised.

7. Availability of Shares.  During the term of this Option, the Company shall
at all times keep available for issuance the number of shares of Common Stock
subject to this Option.

8. Restrictions on Transfer.  The Option and the Common Stock subject to the
Option (collectively referred to as the "Securities") are subject to
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and any  applicable state securities statutes.  Optionee acknowledges
that unless a registration statement with respect to the Securities is filed
and declared effective by the Securities and Exchange Commission, the
Securities have or will be issued in reliance on specific exemptions from such
registration requirements for transactions by an issuer not involving a public
offering and specific exemptions under state statutes.  Any disposition of the
Securities may, under certain circumstances, be inconsistent with such
exemptions.  The Securities may be offered for sale, sold, or otherwise
transferred only if (i) registered under the Securities Act, and in some
cases, under the applicable state securities acts, or, if not registered, (ii)
only if pursuant to an exemption from such registration requirements and only
after the Optionee provides an opinion of counsel or other evidence
satisfactory to the Company to the effect that registration is not required.
In some states, specific conditions must be met or approval of the securities

<PAGE>
<PAGE> 3

regulatory authorities may be required before any such offer or sale.  If rule
144 is available (and no assurance is given that it will be), only routine
sales of the Common Stock in limited amounts can be made after one year
following the acquisition date of the Securities, as determined under rule
144(d), in accordance with the terms and conditions of rule 144.  In any
event, in the absence of an effective registration statement covering the
Securities, the Company may refuse to consent to any transfer in the absence
of an opinion of legal counsel, satisfactory to and independent of counsel of
the Company, that such proposed transfer is consistent with the above
conditions and applicable securities laws.  The Company has agreed to use its
best efforts to register the shares of Common Stock issuable on exercise of
this Option by filing a registration statement on Form S-8 with the Securities
and Exchange Commission within sixty (60) days from the date of the grant of
this Option.

9. Validity and Construction.  The validity and construction of this Option
shall be governed by the laws of the state of Nevada.

EXECUTED as of the date first above written.

The Company:                                   Optionee:

AMERITYRE CORPORATION., a Nevada corporation



By /S/                                        /S/ Elliott N. Taylor
  ------------------------------              ----------------------
  Its Duly Authorized Officer                 Elliott N. Taylor


EXHIBIT A
Form of Exercise
(to be signed only upon exercise of Option)

TO:   Amerityre Corporation
      705 Yucca Street
      Boulder City, NV  89005

The undersigned, the owner of the attached Option (the "Option Holder"),
hereby irrevocably elects to exercise the purchase rights represented by the
Option for, and to purchase thereunder, ______________ shares of Common Stock
of AMERITYRE CORPORATION.

The Option Holder has enclosed __________________ (the "Consideration"),
pursuant to paragraph 6 of the Option, as payment of the exercise price of the
Common Stock to be acquired. Please have the certificate(s) registered as
follows:

DATED this ____ day of ______________, 20___.


________________________________________
Signature of Optionee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.01 AND 23.01
<SEQUENCE>5
<FILENAME>fs8d01x523.txt
<DESCRIPTION>OPINION OF COUNSEL AND CONSENT
<TEXT>
<PAGE>
EXHIBIT NO. 5 & 23
                          TAYLOR AND ASSOCIATES, INC.
                        2681 East Parleys Way, Suite 203
                          Salt Lake City, UT  84109


                                     December 20, 2001

Board of Directors
Amerityre Corporation
705 Yucca Street
Boulder City, Nevada 89005

Re: Amerityre Corporation
    Registration Statement on Form S-8

Ladies and Gentlemen:

We have been retained by Amerityre Corporation (the "Company") in connection
with the registration statement (the "Registration Statement") on Form S-8 to
be filed by the Company with the Securities and Exchange Commission relating
to the securities of the Company.  You have requested that we render our
opinion as to whether or not the securities proposed to be issued on the terms
set forth in the Registration Statement will be validly issued, fully paid,
and nonassessable.

In connection with this request, we have examined the following:

  1.  Articles of Incorporation of the Company, and amendments thereto;
  2.  Bylaws of the Company;
  3.  Unanimous consent resolutions of the Company's board of directors;
  4.  The Registration Statement;
  5.  The Elliott N. Taylor Non-qualified Stock Option; and
  6.  The John C. Thompson Non-qualified Stock Option.

We have examined such other corporate records and documents and have made such
other examinations as we have deemed relevant.

Based on the above examination, we are of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, fully paid, and nonassessable
under corporate laws of the state of Nevada.

This opinion is limited in scope to the shares to be issued pursuant to the
Registration Statement and does not cover subsequent issuance of shares to be
made in the future.  Such transactions are required to be included in either a
new registration statement or a post-effective amendment to the Registration
Statement, including updated opinions concerning the validity of issuance of
such shares.

Further, we consent to our name, Taylor and Associates, Inc. being included in
the Registration Statement as having rendered the foregoing opinion and as
having represented the Company in connection with the Registration Statement.

Sincerely,

/S/ TAYLOR AND ASSOCIATES, INC.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.02
<SEQUENCE>6
<FILENAME>fs8d01x23.txt
<DESCRIPTION>CONSENT OF AUDITOR
<TEXT>
<PAGE> 1

EXHIBIT NO. 23

CONSENT OF INDEPENDENT AUDITORS'

Board of Directors
Amerityre Corporation
(Formerly American Tire Corporation)
Boulder City, Nevada

     We hereby consent to the use in this Registration Statement of Amerityre
Corporation (formerly American Tire Corporation) on Form S-8 of our report
dated September 24, 2001 of Amerityre Corporation (formerly American Tire
Corporation) for the years ended June 30, 2001 and 2000, which are part of
this Registration Statement, and to all references to our firm included in
this Registration Statement.

/S/ HJ & ASSOCIATES, LLC

50 Main Street, Suite 1450
Salt Lake City, UT  84144
December 20, 2001



</TEXT>
</DOCUMENT>
</SUBMISSION>
