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

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  July 23, 2005


                              SmarTire Systems Inc.
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            (Exact name of registration as specified in its charter)


   Yukon Territory, Canada                0-29248                 N/A
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  (State or other jurisdiction          (Commission          (I.R.S. Employer
        of incorporation)               File Number)       Identification No.)


         #150 - 13151 Vanier Place
    Richmond, British Columbia, Canada                         V6V 2J1
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  (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code: (604) 276-9884

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))


                                EXPLANATORY NOTE

      We are filing this  Amendment No. 1 to our Current Report on Form 8-K that
we filed on July 6, 2005 in order to reflect certain amendments and restatements
to  warrants  and  convertible  debentures  that we issued  on June 30,  2005 in
connection  with a $30.0  million  Securities  Purchase  Agreement.  Amended and
restated copies of these warrants and convertible  debentures,  dated as of July
21, 2005,  are  attached as exhibits to our Form SB-2 filed with the  Securities
and Exchange Commission on July 22, 2005.

Item 1.01   Entry into a Material Definitive Agreement

            On June 23, 2005, we entered into a $160.0  million  Standby  Equity
Distribution Agreement with Cornell Capital Partners, LP for the future issuance
and purchase of shares of our common  stock.  This Standby  Equity  Distribution
Agreement  establishes  what is sometimes  termed an equity line of credit or an
equity draw down facility and replaces our previous $30.0 million Standby Equity
Distribution  Agreement,  which was  terminated by the parties on June 23, 2005.
Cornell  Capital  Partners  is a  private  limited  partnership  whose  business
operations are conducted through its general partner, Yorkville Advisors, LLC.

            In  general,  the draw down  facility  operates  like this:  Cornell
Capital  Partners  committed to provide us up to $160.0 million as we request it
over a 24-month period (or a five-year  period if we file either an amendment to
the then effective  registration  statement or a new  registration  statement is
declared effective after the 24th and 48th month after June 23, 2005), in return
for common stock that we will issue to Cornell Capital Partners. In addition, we
engaged Newbridge Securities Corporation, a registered broker-dealer,  to advise
us in connection  with the equity line of credit.  For its  services,  Newbridge
Securities Corporation received 75,188 of shares of our common stock. As of June
23, 2005, we have $160.0 million  available under this facility.  We may request
an advance every seven trading days.  The amount of each advance is subject to a
maximum  amount of $3.0 million every seven trading days. A closing will be held
six trading days after such written  notice at which time we will deliver shares
of common stock and Cornell Capital  Partners will pay the advance  amount.  For
each share of common stock  purchased  under the equity line of credit,  Cornell
Capital  Partners  will  pay 98% of the  lowest  closing  bid  price  on the OTC
Bulletin Board or other principal market on which our common stock is traded for
the five days immediately following the notice date.

            We have  agreed to pay to  Cornell  Capital  Partners  a cash fee of
$16.0 million in connection with the Standby Equity Distribution Agreement,  and
Cornell Capital Partners will retain 5% of each advance under the equity line of
credit.  The issuance of these shares is conditioned  upon us registering  these
shares with the  Securities  and Exchange  Commission.  We may request  advances
under the equity line of credit once the underlying  shares are registered  with
the  Securities  and Exchange  Commission.  We may continue to request  advances
until Cornell  Capital  Partners has advanced  $160.0 million or two years (or 5
years  if we  file  either  an  amendment  to the  then  effective  registration
statement or a new registration  statement is declared  effective after the 24th
and 48th month after June 23, 2005) after the effective date of the accompanying
registration statement, whichever occurs first.


            The amount of capital  available  under the equity line of credit is
not  dependent  on the price or  volume of our  common  stock.  Cornell  Capital
Partners may not own more than 9.9% of our outstanding common stock at any time.
Because Cornell Capital  Partners can repeatedly  acquire and sell shares,  this
limitation  does not limit the potential  dilutive effect or the total number of
shares  that  Cornell  Capital  Partners  may  receive  under the equity line of
credit.

            We cannot  predict the actual  number of shares of common stock that
will be issued  pursuant  to the equity  line of credit,  in part,  because  the
purchase  price  of  the  shares  will  fluctuate  based  on  prevailing  market
conditions  and we have not determined the total amount of advances we intend to
draw. Nonetheless, we can estimate the number of shares of our common stock that
will be issued using certain  assumptions.  For example,  we would need to issue
1,000,000,000  shares of common stock in order to raise the maximum amount under
the equity line of credit at a net purchase price of $0.16.

            In connection with the execution of the Standby Equity  Distribution
Agreement,  on June 23, 2005, we entered into a  Registration  Rights  Agreement
with Cornell  Capital  Partners  pursuant to which we agreed to prepare and file
with the  Securities and Exchange  Commission a registration  statement on Forms
S-1,  SB-2 or on such other form as is  available  under the  Securities  Act of
1933,  as  amended.  We must cause such  registration  statement  to be declared
effective by the Securities and Exchange Commission prior to our first draw down
on our new $160.0  million  equity  line of credit and the first sale to Cornell
Capital Partners of our common stock pursuant to the Standby Equity Distribution
Agreement.

            On June 23, 2005,  we also entered into a $30.0  million  Securities
Purchase  Agreement with Cornell Capital Partners and Highgate House Funds, Ltd.
pursuant to which we agreed to issue 10% convertible  debentures and warrants to
Cornell Capital Partners and Highgate House Funds. The $8.0 million  convertible
debenture  issued to Cornell  Capital  Partners,  the $2.0  million  convertible
debenture  issued to Highgate  House Funds and the warrants  issued were amended
and restated on July 21, 2005 to designate Cornell Capital Partners and Highgate
House Funds, as applicable, as the trustee for LCC Global Limited, a corporation
organized under the laws of Cyprus, under the respective  convertible debentures
and warrants.  In accordance with the Securities Purchase Agreement,  we issued,
pursuant to Rule 506 of  Regulation D under the  Securities  Act, for a purchase
price of $30.0 million, (i) a 10% convertible  debenture due June 23, 2008, with
a principal balance of $20 million, to Cornell Capital Partners,  as trustee for
LCC Global Limited,  (ii) a 10% convertible  debenture due June 23, 2008, with a
principal balance of $8 million, to Cornell Capital Partners, as trustee for LCC
Global Limited and (iii) a 10%  convertible  debenture due June 23, 2008, with a
principal  balance of $2 million,  to Highgate  House Funds,  as trustee for LCC
Global Limited. The outstanding principal under the convertible debentures bears
interest  at the rate of 10% per  annum,  calculated  on the  basis of a 360-day
year.

            With respect to the $20.0 million  convertible  debenture  issued to
Cornell  Capital  Partners,  principal  will  be due  and  payable  in 32  equal
installments.  The installments of principal will be due and payable  commencing
on November 1, 2005, and subsequent  installments will be due and payable on the
first day of each calendar  month  thereafter  until the  outstanding  principal
balance is paid in full or the $20.0 million convertible  debenture is converted
in full.  Interest on the outstanding  principal  balance will accrue as of June
23, 2005 and be due and payable monthly,  in arrears,  commencing on November 1,


2005, and will continue on the first day of each calendar month  thereafter that
any amounts of the convertible  debenture  remain payable.  In lieu of making an
interest payment in cash we may elect to make interest payments in shares of our
common stock,  the value of which would be the closing bid price on the date the
interest payment is due. Upon any full conversion by Cornell Capital Partners of
all of the principal and interest due under the  convertible  debenture,  all of
our payment obligations will terminate.

            With respect to the $8.0  million  convertible  debenture  issued to
Cornell  Capital  Partners,  as  trustee  for LCC Global  Limited,  and the $2.0
million convertible debenture issued to Highgate House Funds, as trustee for LCC
Global  Limited,  principal will be due and payable in five equal  installments.
The  installments  of principal  will be due and payable  commencing on June 23,
2006,  and subsequent  installments  will be due and payable every six months on
the 23rd day of the calendar month until the  outstanding  principal  balance is
paid in full or the  convertible  debentures are converted in full.  Interest on
the outstanding  principal balance will be due and payable monthly,  in arrears,
commencing on July 23, 2005, and will continue on the first day of each calendar
month  thereafter  that any  amounts  under  the  convertible  debenture  remain
payable.  In lieu of making  an  interest  payment  in cash we may elect to make
interest payments in shares of our common stock, the value of which would be the
closing  bid  price on the  date  the  interest  payment  is due.  Upon any full
conversion by Cornell Capital  Partners of all of the principal and interest due
under the convertible debenture, all of our payment obligations will terminate.

            The  remaining  principal as of June 23, 2005 under the  convertible
debentures in the aggregate  principal  amount of $30.0 million may be converted
by Cornell Capital Partners or Highgate House Funds, as applicable,  in whole or
in part and from time to time into  shares of our common  stock at a  conversion
price of  $0.1125  per share,  subject  to  adjustment  as  provided  for in the
convertible debenture.

            In the event of any  issuances  of shares of common stock or rights,
options,  warrants or securities convertible or exercisable into common stock at
a price  per  share  of  common  stock  less  than the  conversion  price of the
convertible debentures, the conversion price of such convertible debentures will
be reduced to the lower purchase price. In addition, the conversion price of the
convertible  debentures  will be subject to adjustment  in  connection  with any
subdivision,  stock  split,  combination  of  shares  or  recapitalization.   No
adjustment  will be made as a result of  issuances  and  exercises of options to
purchase shares of common stock issued for compensatory purposes pursuant to any
of our stock option or stock purchase plans.

            The 10% convertible debentures provide for various events of default
that would  entitle the holders to require us to  immediately  repay 100% of the
outstanding  principal  amount,  plus accrued and unpaid  interest,  in cash, or
shares of our common stock with a conversion  price reduced to 20% of the volume
weighted  average  price of our shares of common stock on June 30,  2005.  If an
event of default occurs,  we may be unable to immediately repay the amount owed,
and any  repayment  may  leave  us with  little  or no  working  capital  in our
business.


            We will be considered in default of the 10%  convertible  debentures
if any of the following events, among others, occurs:

            o     we fail to pay any  amount due under a  convertible  debenture
                  and such failure to pay remains uncured for 10 days;

            o     we fail to observe or perform any other covenant, agreement or
                  warranty  contained  in, or  otherwise  commit  any  breach or
                  default of any provision of the 10% convertible debentures;

            o     we or any of our subsidiaries become bankrupt or insolvent;

            o     we breach  any of our  obligations  under  any  other  debt or
                  credit agreements involving an amount exceeding $250,000;

            o     our common stock  ceases to be eligible  for  quotation on the
                  principal  market  for our  common  stock  (currently  the OTC
                  Bulletin Board),  and fails to be quoted or listed for trading
                  on another  principal market (defined to mean the OTC Bulletin
                  Board,  the New York Stock Exchange,  American Stock Exchange,
                  the NASDAQ  Small-Cap  Market or the NASDAQ  National  Market)
                  within 20 trading days;

            o     we or any subsidiary experiences a change of control;

            o     we fail to file a registration  statement with the SEC or such
                  registration  statement is not  declared  effective by the SEC
                  within 120 days after filing;

            o     if the effectiveness of the registration  statement lapses for
                  any reason or the holder of the convertible  debentures is not
                  permitted to resell the underlying  shares of common stock, in
                  either  case,  for more than five trading days or an aggregate
                  eight trading days;

            o     we fail to deliver common stock certificates to a holder prior
                  to the fifth trading day after a conversion date or we fail to
                  provide notice to a holder of our intention not to comply with
                  requests for conversions of the convertible debentures; or

            o     we fail to deliver the payment in cash  pursuant to a "buy-in"
                  within three days after notice is claimed delivered.

The convertible debentures contain a contractual restriction on beneficial share
ownership. They provide that neither Cornell Capital Partners nor Highgate House
Funds may convert the  convertible  debentures,  or receive shares of our common
stock as payment of interest,  to the extent that the  conversion or the receipt
of the interest  payment  would  result in either  Cornell  Capital  Partners or
Highgate House Funds,  together with their respective  affiliates,  beneficially
owning in excess of 4.9% of our then  issued  and  outstanding  shares of common
stock.

            We paid  Cornell  Capital  Partners a cash fee of $3.0 million and a
cash structuring fee of $50,000 to Yorkville  Advisors  Management in connection


with the Securities Purchase Agreement out of the purchase price paid by Cornell
Capital Partners for the convertible debentures.

            Under the  Securities  Purchase  Agreement,  we also  issued  (i) to
Cornell  Capital  Partners,  as trustee for LCC Global  Limited,  two  five-year
warrants to purchase an aggregate of 58,337,500  shares of our common stock,  at
an  exercise  price of $0.16 per  share and (ii) to  Highgate  House  Funds,  as
trustee for LCC Global Limited, a five-year warrant to purchase 4,162,500 shares
of our common stock,  at an exercise price of $0.16 per share.  Neither  Cornell
Capital  Partners  nor  Highgate  House Funds will be  entitled to exercise  the
warrants  if such  exercise  would cause the  aggregate  number of shares of our
common stock  beneficially  owned by Cornell Capital  Partners or Highgate House
Funds,  as applicable,  and their  respective  affiliates to exceed 4.99% of the
outstanding shares of our common stock following such exercise, except within 60
days of the  expiration  date of the warrants.  The exercise price is subject to
certain anti-dilution protections as described in the respective warrants.

            In  connection  with  the  execution  of  the  Securities   Purchase
Agreement,  on June 23, 2005, we entered into a  Registration  Rights  Agreement
with Cornell  Capital  Partners and  Highgate  House Funds  pursuant to which we
agreed  to  prepare  and  file,  no  later  than 60 days  after  the date of the
Registration  Rights  Agreement,  with the Securities and Exchange  Commission a
registration statement on Form S-1 or SB-2 (or, if we are then eligible, on Form
S-3)  under  the  Securities  Act of 1933,  as  amended,  for the  resale by the
investors of 266,666,666 shares of our common stock to be issued upon conversion
of the  convertible  debentures and 62,500,000  shares of our common stock to be
issued upon exercise of the investors' warrants.

Item 1.02.  Termination of a Material Definitive Agreement.

            See Item 1.01 above for information regarding the termination of our
$30.0  million  equity  line of credit with  Cornell  Capital  Partners  and its
replacement with our new $160.0 million equity line of credit.

Item 2.03   Creation of a Direct Financial  Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant

            See Item 1.01 above with respect to our issuance of $30.0 million in
10% convertible debentures.

Item 3.02   Unregistered Sales of Equity Securities.

            See Item 1.01 above.


                                   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.

                                            SMARTIRE SYSTEMS INC.


Date: July 27, 2005                         By: /s/ Jeff Finkelstein
                                                --------------------------------
                                                Jeff Finkelstein
                                                Chief Financial Officer