SICHENZIA ROSS FRIEDMAN FERENCE LLP
ATTORNEYS AT LAW
April 26, 2006
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Pamela A. Long, Assistant Director
Nili Shah, Branch Chief
Chris Edwards, Staff Attorney
Dorine H. Miller, Examiner
Jenn Do, Staff Accountant
Re: Amerityre Corporation
Registration Statement on Form S-1
Filed March 9, 2006
(File No. 333-132305)
Ladies and Gentlemen:
On behalf of Amerityre Corporation ("Amerityre" or the "Company"), please
accept this letter as the Company's response to the comments of the reviewing
Staff of the Securities and Exchange Commission (the "Commission") as set forth
in the comment letter of March 22, 2006.
Exhibit 5.1 - Legal Opinion
- ---------------------------
1. Please revise the legality opinion to reflect that some of the shares
subject to the opinion are already issued and outstanding.
Response:
---------
We have revised the legality opinion as set forth in Exhibit 5.1 to the
registration statement to reflect that some of the shares subject to the opinion
are already issued and outstanding.
2. Comments resulting from our review of the Company's annual report on Form
10-K have been previously provided to you in our comment letter dated March
16, 2006. Please be aware that the Staff cannot take action to accelerate
the pending registration statement until the successful resolution of any
issues relating to the examination of the Company's Form 10-K.
Response:
---------
On April 24, 2006, the Company filed amended quarterly reports on Form
10-Q/A for the periods ended September 30, 2005 and December 30, 2005, together
with an amended current report on Form 8-K/A and a comment letter response. The
Company believes that it has appropriately responded to all pending Staff
comments set forth in its letter dated as of March 16, 2006 in the Company's
April 24th filings. The Company respectfully requests that the Staff advise
whether it has cleared all pending comments set forth in the March 2006 letter.
If so, the Company will thereafter request acceleration of effectiveness of the
pending registration statement.
Very Truly Yours,
/s/ Richard A. Friedman
------------------------
Richard A. Friedman