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<DESCRIPTION>AMERITYRE ACE MOU 8-K
<TEXT>
<PAGE>  1


                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549



                                  Form 8-K



                               CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): August 2, 2005



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


          NEVADA                    33-94318-C             87-0535207
---------------------------- -----------------------  --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
 of incorporation)



                1501 Industrial Road, Boulder City, Nevada  89005
                -------------------------------------------------
                     (Address of principal executive office)


Registrant's telephone number, including area code: (702) 294-2689
                                                    --------------












<PAGE>
<PAGE> 2

Item 7.01 Regulation FD Disclosure

     On August 2, 2005, Amerityre issued a press release announcing that it
entered into a Memorandum of Understanding with Ace Products, LLC, for a
proposed transaction for the licensing of certain technology and the sale of
certain manufacturing equipment and inventory.  The Memorandum of
Understanding is non-binding but the parties anticipate executing definitive
agreements for the proposed transaction not later than September 16, 2005. A
press release further describing the transaction is attached hereto as an
exhibit.

     The information in Item 7.01 of this report and Exhibit 99 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except as expressly set forth by
specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

Exhibit 99 - Press Release dated August 2, 2005


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.

                                       AMERITYRE CORPORATION


Date: August 2, 2005                /S/ Elliott N. Taylor, Executive VP

</TEXT>
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<TYPE>EX-99
<SEQUENCE>2
<FILENAME>f8kex99.txt
<DESCRIPTION>PRESS RELEASE 8-2-05
<TEXT>
<PAGE>

Exhibit 99

August 2, 2005

AMERITYRE AND ACE PRODUCTS SIGN MEMORANDUM OF UNDERSTANDING

Boulder City, NV, August 2 /PRNewswire-FirstCall/- Amerityre Corporation (OTC
Bulletin Board: AMTY). Richard Steinke, President and CEO of Amerityre
Corporation, today announced that Amerityre has entered into a non-binding
Memorandum of Understanding with Ace Products, LLC, for a proposed transaction
involving the licensing of certain technology and the sale of certain
manufacturing equipment and inventory.

The Memorandum of Understanding contemplates the execution of definitive
agreements and a closing not later than September 16, 2005.  Under the
proposed terms, Amerityre intends to provide a license to Ace for the
manufacture and sale of low-duty non-highway-use tires.  Amerityre also
proposes to sell to Ace certain equipment for the manufacture of such tires,
as well as existing inventory of Amerityre's closed-cell polyurethane Flatfree
(TM) tire products.  The license is expected to include provisions for
Amerityre to supply chemicals to Ace for the manufacture of designated tire
products during the license term.  The transaction is further conditioned on
Ace's satisfactory completion of due diligence and receipt of acceptable
acquisition financing.

Mr. Steinke commented, "Ace Products has a commanding presence in key domestic
markets, including agriculture, outdoor product equipment and mobility
sectors.  We believe that this license provides Ace with an excellent
opportunity to expand domestic markets for its products by manufacturing and
selling tires utilizing Amerityre's proprietary technology.  This proposed
license arrangement is in keeping with Amerityre's overall business strategy,
and signifies validation of one of its core competencies, its closed-cell low-
duty foam product technology."

Jeff Krajacic, President of Ace Products commented, "The addition of the
Amerityre product offering helps to expand ACE's product portfolio to better
serve our customers and new markets.  ACE continues to expand its portfolio of
products and services so that we may become a one-stop shop whereby we can
fulfill all of our customers plastic and rubber needs far beyond just wheels
and tires.  This arrangement will help ACE become a preferred supplier to a
broader customer base."

Ace Products, LLC, headquartered in Newport, Tennessee, has three full-service
manufacturing facilities that provide manufacturers with a full line of semi-
pneumatic rubber tires, solid rubber tires and plastic wheel assemblies for
light-duty and heavy-duty applications.

Established in 1995, Amerityre has been actively involved in the development
of proprietary technologies for manufacturing Flatfree  tires for bicycles,
wheel barrows, handtrucks and lawn and garden products from a closed-cell
polyurethane foam. Amerityre is also actively engaged in the development of
additional proprietary technology to produce polyurethane elastomer tires for
passenger car and other highway applications.

<PAGE>
<PAGE>

For more information on Amerityre, visit its website at www.amerityre.com.

Certain information contained in this press release may constitute forward-
looking statements. Such statements are made based upon current expectations
that are subject to risk and uncertainty. Amerityre does not undertake to
update forward-looking statements in this news release to reflect actual
results of and changes in assumptions or changes in other factors affecting
such forward-looking information. Specifically, the signing of the above
Memorandum of Understanding represents a non-binding agreement between the
parties.  The transaction and the terms thereof are subject to the execution
of definitive agreements.

</TEXT>
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