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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997          Commission File No. 0-27646


                          GUM TECH INTERNATIONAL, INC.
              ---------------------------------------------------
             (Exact name of Registrant as specified in its charter)


               Utah                                      87-0482806
       ----------------------                  -------------------------------
      (State of Incorporation)                (IRS Employer Identification No.)

            246 East Watkins Street
               Phoenix, Arizona                            85004
    --------------------------------------                --------
   (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (602) 252-1617

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act :

          Title of Class               Name of each exchange on which registered
   ----------------------------        -----------------------------------------
    No Par Value Common Stock                  NASDAQ National Market




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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
                              --------        --------

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this Form. [ ]

                Issuer's revenues for its fiscal year: $3,776,562

As of April 30,  1998,  the  number of shares of Common  Stock  outstanding  was
5,808,560  and the  aggregate  market  value of the Common  Stock  (based on the
closing  price of $6.125 per share on that date) held by  non-affiliates  of the
Registrant was approximately $35,577,430.

                       Documents Incorporated By Reference

                                      None.



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<PAGE>



                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The following sets forth certain  information with respect to directors and
executive  officers of the Company with the year in which each  director's  term
expires in parenthesis.


         Name                    Age          Position With Company and Tenure
------------------------        -----        -----------------------------------
Bruce A. Jorgenson, M.D.          54         Chairman of the Board of Directors
                                             since 1998 (1998)
Gary S. Kehoe                     39         President since 1998, Chief
                                             Operating Officer since 1995, 
                                             Director (1995)
William D. Boone                  50         Director since 1998 (1998)
Jeffrey L. Bouchy                 32         Secretary, Treasurer, Chief
                                             Financial Officer since 1995
                                             (Principal Accounting Officer)
W. Brown Russell, III             42         Director since 1998 (1998)
William A. Yuan                   37         Director since 1998 (1998)


     Directors  hold office for a period of one year from their  election at the
annual  meeting of  stockholders  or until  their  successors  are  elected  and
qualified or until their prior resignation. Officers are elected by and serve at
the  discretion of the Board of Directors.  In February of 1998,  Messrs.  Kern,
Kwait,  Kessler,  and Peckman resigned as directors,  in March 1998,  William G.
Meris  resigned as a director,  and in April 1998,  Mr.  Ratcliff  resigned as a
director.

     Bruce A.  Jorgenson,  M.D. is a pediatrician  in Layton,  Utah for Wee Care
Pediatrics,  one of the largest  pediatric care centers in the state of Utah. In
1986, Dr.  Jorgenson  founded Wee Care  Pediatrics  and was the sole  proprietor
until April 1998, when he sold the practice to Kelson  Physician  Partners.  Dr.
Jorgenson  earned his Doctor of  Medicine  from  Temple  University  in 1970 and
completed his residency in 1973. From 1973- 1986, Dr.  Jorgenson had a pediatric
practice in Philadelphia, Pennsylvania.

     Gary S. Kehoe was  employed by  LifeSavers  Company,  a division of Nabisco
Food Group, Inc., in various capacities from 1976 until he joined the Company in
June 1995 as its Chief Operating  Officer and a director.  In February 1998, Mr.
Kehoe was appointed President on an interim basis. As a Senior Food Technologist
for LifeSavers,  Inc., Mr. Kehoe developed six bubble gum flavors and was listed
as an inventor or  co-inventor on twelve United States chewing gum patents filed
by LifeSavers, Inc.

     William D.  Boone  joined  the  Company  in March  1998 as a  Manufacturing
Process Engineer. Mr. Boone has 30 years experience in small business management
and sales  growth.  In 1976,  Mr.  Boone co- founded  Trade  Printers,  Inc.,  a
Phoenix-based  wholesale  printing  manufacturer.  Mr. Boone was responsible for
increasing sales from start-up to $6 million annually.

     Jeffrey L. Bouchy earned his Bachelor of Science degree in Accounting  from
Arizona  State  University  in 1989 and his Master of  Science  degree in Sports
Management  from West  Virginia  University  in 1992.  From 1992 to 1993, he was
assistant to the  Director of Finance at the  Charlotte  Coliseum,  a sports and
events facility in Charlotte,  North Carolina.  During 1993, he was President of
Southwest Food Services,  Inc., a  privately-held  fast food franchise  based in
Phoenix, Arizona. From 1994 until he joined the Company in May 1995 as its Chief
Financial   Officer,   he  was  a  production  manager  at  Fun  Tees,  Inc.,  a
privately-held apparel manufacturer.


                                      - 2 -

<PAGE>



     W.  Brown  Russell,  III joined  the  Company in March 1998 as the  Special
Advisor to the President.  As a registered  investment advisor,  Mr. Russell has
operated Brown Russell  Investment  Services,  Inc., a private money  management
firm,  since 1994.  From 1987 to 1994,  Mr. Russell was the President of Capital
Investment  Properties,  a real  estate and  property  management  firm based in
Athens,  Georgia.  During this time,  Mr.  Russell was also a partner in the law
firm of Russell &  Russell.  After  graduating  from the  University  of Georgia
School of Law in 1985,  Mr.  Russell  clerked  for Judge  Thomas  Reavley in the
United States 5th Circuit Court of Appeals.  In 1980, Mr. Russell earned a Juris
Doctorate and Bachelor of Arts from the University of Georgia.

     William  A. Yuan is  President  and Chief  Executive  Officer  of  Reliance
Management,   LLC,  and  Managing   Director  of  Redwood   Communications,   an
entertainment,  production, financing and distribution company of motion picture
films.  From 1985 until 1996, Mr. Yuan was employed by Merrill Lynch and Salomon
Smith Barney in various positions, the last being Senior Vice President, Head of
Equity at Merrill Lynch. Mr. Yuan earned a Bachelor of Science in Economics from
Cornell University in 1983.

Significant Employees

     Cecile E.  Kehoe,  age 42,  began as a  consultant  to the Company in April
1996.  In January 1997,  Ms. Kehoe joined the Company as its  Regulatory/Quality
Assurance  Director.  Ms.  Kehoe is  responsible  for new  product  development,
regulatory compliance  (FDA/OTC),  clinical testing and quality assurance of the
products.  From 1981 until  joining the Company,  she was employed by Pepsi-Cola
Research  and  Technical  Services,  lastly  as  their  Senior  Manager  of  the
Analytical  Department.  She earned  Bachelor  of Science  and Master of Science
degrees from St. John's University in 1974 and 1979, respectively.  Cecil is the
wife of Gary S. Kehoe.

     Richard Sigtermans,  age 29, is the Production Manager of the Company. From
October 1995 to September 1996 he was Manager of Quality Control and Information
Systems  for the  Company.  Mr.  Sigtermans  is  responsible  for all aspects of
chewing gum production,  including purchasing and planning.  He also administers
the Company's management information systems. From 1991 to 1993, he was employed
by  LifeSavers  Company,  a division  of Nabisco  Food Group,  Inc.,  in its new
product  development  group.  From 1993 until he joined  the  Company in October
1995, he was employed by Compac  Corporation,  a division of TriMas Corporation,
first as its Quality  Project  Coordinator  and then as its Computer  Operations
Supervisor.  Mr.  Sigtermans  graduated  from  GMI  Engineering  and  Management
Institute with a Bachelor of Science degree in 1991.

     Shanna L. Gallo, age 35, was promoted to Controller for the Company in July
of 1996. Ms. Gallo is responsible for all aspects of the day-to-day  accounting,
customer  service and office  management of the Company.  From 1992 to 1996, Ms.
Gallo was  employed  by Food For  Health,  Inc.,  a  Phoenix-based  health  food
distributor,  as their  Accounts  Payable  Manager.  From 1987 to 1992,  she was
employed at the University of California, Los Angeles as an accountant.

     James A. Marini,  age 37,  started with the Company in September of 1997 as
the National Sales Manager. Mr. Marini's primary responsibilities are management
of the retail sales of the Company.  From 1978 to 1997,  Mr. Marini held several
positions with Taylor  Supermarkets,  an east coast supermarket  chain, his last
being Vice President of Operations.

     Mark B. Klein, age 48, started with the Company in September of 1997 as its
Marketing  Manager.  Mr.  Klein's  responsibilities  include the  development of
private label business and the marketing of the Company's branded products. From
1994 to 1997,  he was  President of Pay-Ezz  Financial  Group,  a personal  bill
paying  franchisor.  From 1986 to 1993, Mr. Klein was employed by Carter-Wallace
as its Vice  President of Marketing in charge of OTC consumer  products.  He has
held  other  senior   management   position   with  major   companies   such  as
Colgate-Palmolive,  Inc., RJR Nabisco,  Avis and London  International  (Schmidt
Laboratories).  Mr. Klein  earned his Bachelor of Arts degree in Economics  from
Concordia University in Montreal, Canada in 1970.


                                      - 3 -

<PAGE>



     Arthur Harding, age 55, started with the Company in November of 1995 as its
Human Resources Manager. Mr. Harding's  responsibilities  include all aspects of
human  resources and  governmental  compliance  matters.  From 1984 to 1995, Mr.
Harding was  employed  by Food For Health,  Inc.,  a  Phoenix-based  health food
distributor,  as Vice  President  of Human  Resources.  From  1969 to 1984,  Mr.
Harding held several positions with  Greyhound/Dial,  the last being Director of
National Safety and Security.  Mr. Harding earned his Bachelor of Science degree
in Natural Sciences from San Francisco State in 1971.

     Brenda  Lum,  age  37,  returned  to  the  Company  in  April  1998  as its
International  Sales  Manager.  From 1992 until  1995,  Ms. Lum was  employed by
Proctor  and  Gamble  as a Sales and  Merchandising  Account  Executive  for the
Cosmetics and Fragrance  Division.  From 1995 until 1997, Ms. Lum worked for the
Company as an International Sales Account Executive. In 1997 she was employed by
Irwin Naturals, Inc. as International Sales Manager. Ms. Lum earned her Bachelor
Arts in Communications from California State- Northridge in 1982.

Section 16(a) Beneficial Ownership Reporting Compliance

     Three of the Company's  Officers and  Directors  (Messrs.  Kehoe,  Kern and
Bouchy)  inadvertently  failed to file one Form 4 each during the calendar  year
ended December 31, 1997.  Messrs.  Kehoe, Kern and Bouchy  subsequently  filed a
Form 5 reporting the Form 4 transactions.

Director Compensation

         The  Company's   nonsalaried   directors   receive   reimbursement  for
out-of-pocket  expenses  incurred in attending Board of Directors'  meetings and
have been granted stock options under the Company's 1995 Stock Option Plan.

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table

     None of the Company's  executive  officers or directors  currently  receive
compensation  in excess of $100,000 per year except Gary S. Kehoe and Jeffrey L.
Bouchy.

     The following table discloses  certain  compensation  paid to the Company's
executive officers for the years ended December 31, 1995, 1996, 1997.

<TABLE>
<CAPTION>

                                                                                Long Term Compensation
                                             Annual Compensation                   Awards           Payouts
                                    ------------------------------------- ------------------------ ----------
                                                                 Other                                            All
                                                                 Annual    Restrict-                             Other
        Name and                                                Compen-    ed Stock     Options/      LTIP      Compen-
   Principal Position       Year       Salary        Bonus       sation     Awards        SARs      Payouts      sation
------------------------ ---------- ------------- ------------ ---------- ----------- ------------ ---------- ------------

<S>                         <C>      <C>           <C>             <C>         <C>       <C>           <C>         <C>
Gary S. Kehoe               1997     $84,333.34    $20,000(1)     -0-         -0-        88,000       -0-         -0-
President
Chief Operating Officer

Jeffrey L. Bouchy           1997     $78,000(2)       -0-         -0-         -0-         9,000       -0-      $56,408(3)
Chief Financial Officer

Gerald N. Kern,(4)          1997     $160,483(5)    $36,080       -0-         -0-      156,500(6)     -0-         -0-
Chief Executive Officer     1996       $56,250        -0-         -0-         -0-      300,000(7)     -0-         -0-

</TABLE>

(1)  Includes $10,000 that was accrued in 1997, but paid in 1998.



                                      -4-

<PAGE>

(2)  Includes $6,000 automobile allowance paid by the Company.
(3)  Represents  proceeds  from the sale of  shares of the  Company's  stock Mr.
     Bouchy received from exercise of options.
(4)  Mr. Kern resigned in February 1998.
(5)  Includes $9,600 automobile allowance paid by the Company.
(6)  These options were subsequently canceled pursuant to Mr. Kern's termination
     agreement (See "Related  Transactions").
(7)  Does not include an option to purchase 50,000 shares from Mr. Ratcliff at a
     price of $2.00 per share.

Option Grants in 1997 Fiscal Year

     The following  table provides  information on option grants during the year
ended December 31, 1997 to the named executive officers:
<TABLE>
<CAPTION>

                                                                Percentage of
                                                                Total Options
                                                                   Granted
                                      No. of                   to Employees in             Exercise        Expiration
          Name                    Options Granted              Fiscal Year(1)               Price             Date
------------------------      -----------------------       ---------------------         -----------      -----------
<S>                                  <C>                             <C>                    <C>             <C>  
Gerald N. Kern                       156,500                         31.2%                  $10.75          9/22/2000
Gary S. Kehoe                         88,000                         17.6%                  $10.75          9/22/2000
Jeffrey L. Bouchy                      9,000                          1.8%                  $10.75          9/22/2000

</TABLE>

(1)  Percentage  figure  aggregates  all stock  options  granted  to  respective
     individuals during fiscal year 1997.

Aggregate Option Exercises in 1997 Fiscal Year and Year End Option Values

     The  following  table  provides  information  on the  value  of  the  named
executive  officer's  unexercised  options at December 31, 1997. An aggregate of
144,000 shares of Common Stock were acquired upon exercise of options during the
year ended December 31, 1997.
<TABLE>
<CAPTION>


                           Number of                                         Value of Unexercised
                          Unexercised                                        In-the-Money Options
                        Options at Year                                           at Year End
                              End                                     ------------------------------------
        Name              Exercisable         Unexercisable           Exercisable             Unexercisable
        ----              -----------         -------------           -----------             -------------
<S>                         <C>                     <C>               <C>                           <C>
Richard Ratcliff            364,000                 0                 $1,911,000                    0
Gerald N. Kern              100,000                 0                 $   94,000                    0
Gary S. Kehoe               238,000                 0                 $  300,000                    0
Jeffrey L. Bouchy            69,000                 0                 $   43,125                    0
</TABLE>


Stock Option and Restricted Stock Plans

     1995 Stock Option Plan. In March 1995, the Company adopted a stock
option plan (the "Plan")  which  provides  for the grant of options  intended to
qualify as "incentive stock options" and "nonqualified stock options" within the
meaning of Section 422 of the United States  Internal  Revenue Code of 1986 (the
"Code").  Incentive  stock  options  are  issuable  only to  eligible  officers,
directors, key employees and consultants of the Company.

                                      -5-

<PAGE>


     The Plan is  administered  by the  Compensation  Committee  of the Board of
Directors which is comprised of a majority of nonemployee directors. At December
31, 1997, the Company had reserved 2,000,000 shares of Common Stock for issuance
under  the  Plan.  Under  the Plan,  the  Board of  Directors  determines  which
individuals shall receive options,  the time period during which the options may
be partially or fully  exercised,  the number of shares of Common Stock that may
be purchased under each option, and the option price.

     The per share  exercise  price of the Common Stock may not be less than the
fair  market  value of the Common  Stock on the date the option is  granted.  No
person who owns,  directly  or  indirectly,  at the time of the  granting  of an
incentive stock option,  more than 10% of the total combined voting power of all
classes of stock of the Company is eligible to receive  incentive  stock options
under the Plan unless the option price is at least 110% of the fair market value
of the Common Stock subject to the option on the date of grant.

     No options may be transferred by an optionee other than by will or the laws
of descent and distribution,  and during the lifetime of an optionee, the option
may only be  exercisable  by the optionee.  Options may be exercised only during
the time the option  holder is an  employee  of the Company or within 90 days of
termination of such  employment if a Registration  Statement on Form S-8 ("S-8")
covering the  underlying  shares was effective as of the date of  termination of
employment.  If an S-8 covering the  underlying  shares was not effective on the
date of  termination,  then the employee has one year  following  termination to
exercise the options.  If an employee is terminated for cause,  any  unexercised
options will be canceled as of the date of such  termination.  Options under the
Plan must be granted  within three years from the effective date of the Plan and
the exercise date of an option cannot be later than three years from the date of
grant. Any options that expire  unexercised or that terminate upon an optionee's
ceasing to be employed by the Company become  available once again for issuance.
Shares  issued upon  exercise of an option will rank  equally  with other shares
then outstanding.

     As of April 30, 1998,  1,428,500  unexercised options had been grated under
the Plan to executive officers and directors and were currently outstanding. The
per share  exercise  prices  represented  the fair market value of the Company's
Common Stock at the date such options were granted,  based on prior sales of the
Company's  Common Stock.  The table below sets forth the total number of options
issued to each  executive  officer and  director of the Company and the exercise
price.  Mr. Kehoe's  options are  exercisable  until June 1, 1998. Mr.  Bouchy's
options are  exercisable  until June 24, 2000. All other options are exercisable
at various  times  through March 2001. To date, a total of 336,000 stock options
have been exercised.


                                  Total Number of
 Name of Executive               Options Outstanding          Exercise Price(1)
 -----------------               -------------------          -----------------
Richard Ratcliff                       364,000                      $1.50
Gary S. Kehoe                          238,000                  2.00 to 10.75
Jeffrey L. Bouchy                       70,000                     6.125(2)
William A. Yuan                         20,000                       5.81
William D. Boone                        70,000                   6.44 to 6.88
W. Brown Russell, III                   70,000                   6.44 to 6.88
Bruce A. Jorgenson                      20,000                      11.44
                                       -------
TOTAL                                  852,000
                                       -------

(1)  On April 24, 1998,  the Board approved an Exchange  Program  whereby all of
     the  outstanding  options which are exercisable at $10.75 per share will be
     canceled  and  exchanged on a one to one basis for options  exercisable  at
     $5.625 per share.  The exchange options will be issued in May 1998 and will
     expire May 2001.  Options which are exercisable at prices other than $10.75
     per share may also be revalued in the future.

(2)  Mr.  Bouchy's  options are exercisable at the lesser of $6.125 per share or
     the average  closing price of the  Company's  common stock on NASDAQ during
     the 60 day period commencing March 15, 1998.

                                      -6-

<PAGE>


     In  addition  to  the  above  options  issued  to  executive  officers  and
directors,  252,500  options have been issued to  employees  ranging in exercise
price from $6.125 to $10.75 per share.

     The Company  has agreed to issue  100,000  options  outside the Plan to two
persons  (50,000  options  exercisable  at $4.50 per share  and  50,000  options
exercisable at $5.00 per share) for investment banking consulting services.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information,  as of the date of this report,
with respect to the number of shares of Common Stock of the Company beneficially
owned by individual directors, by all directors and officers of the Company as a
group,  and by persons known by the Company to own more than 5% of the Company's
Common Stock. All shares are owned  beneficially  and of record.  The address of
all persons (unless  otherwise  noted in the footnotes  below) is in care of the
Company at 246 E. Watkins Street, Phoenix, Arizona 85004.


  Name of Beneficial Owner               Number of           Percent of Common
       and Address                        Shares               Stock Owned
--------------------------              -----------          -----------------
Gerald Kern(1)                             100,000                  1.6%
Richard Ratcliff(2)                        364,000                  5.7%
Gary S. Kehoe(3)                           278,000                  4.4%
Jeffrey L. Bouchy(4)                        72,000                  1.1%
William D. Boone (5)                       101,630                  1.7%
William A. Yuan(6)                          20,070                  0.3%
W. Brown Russell, III(7)                    73,500                  1.2%
Bruce A. Jorgenson(8)                      190,700                  3.1%
All directors and                        1,199,900                 19.1%
officers as a group
(eight persons)



 *       Less than 1%.

(1)  Includes  options  to  purchase  100,000  shares at $5.81  per share  until
     February 1999.
(2)  Includes options held by Mr. Ratcliff and members of his family to purchase
     up to 364,000 shares at $1.50 per share until March 1998.
(3)  Includes  options to purchase  50,000  shares at $2.00 per share until June
     1998,  100,000  shares at $6.125 per share until  December 1999, and 88,000
     shares at $10.75 per share until September 2000.
(4)  Includes  options  to  purchase  70,000  shares at the lesser of $6.125 per
     share or the average  closing price for one share of the  Company's  common
     stock on NASDAQ during the 60 day period commencing March 15, 1998. 
(5)  Includes  options  to  purchase  20,000  shares at $6.88  per  share  until
     February 2001 and 50,000 shares at $6.44 per share until March 2001.
(6)  Includes  options  to  purchase  20,000  shares at $5.81  per  share  until
     February 2001. Mr. Yuan's  address is 228 Main Street,  Venice,  California
     90291.
(7)  Includes  options  to  purchase  20,000  shares at $6.88  per  share  until
     February 2001 and 50,000 shares at $6.44 per share until March 2001.
(8)  Includes  options to purchase  20,000 shares at $11.44 per share until June
     2000. Dr. Jorgenson's  address is 1580 Antelope Drive,  #100, Layton,  Utah
     84041.

                                      -7-

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Certain Transactions

     In October  1995,  the  Company  borrowed  $1,550,000  from a group of four
lenders (the "1995 Bridge Loan"). As additional compensation for the 1995 Bridge
Loan, the Company issued an aggregate of 465,000 common stock purchase  warrants
to the  lenders,  each such  warrant  exercisable  to purchase  one share of the
Company's Common Stock at $2.00 per share exercisable in perpetuity.  The Bridge
Loan bore  interest at 8% per annum and was repaid in April 1996 using  proceeds
from a public offering in April,  1996,  which is further  described  below. The
Bridge Loan lenders included Brett Bouchy, a former principal stockholder of the
Company, who received 165,000 warrants, and Robert H. Wood, a former director of
the Company, who received 75,000 warrants.

     In March 1996, Brett Bouchy sold the 165,000 warrants  acquired pursuant to
the Bridge Loan for $5.00 per  warrant.  100,000  warrants  were sold to Gary S.
Kehoe and 65,000 to Robert H. Wood,  both of whom are officers and  directors of
the  Company.  Messrs.  Kehoe  and Wood  paid  the  purchase  price  by  issuing
promissory  notes to Mr. Bouchy bearing  interest at 9% per annum.  The warrants
were not collateral for the promissory  notes.  The promissory notes are due the
earlier of (i) six months after the warrants  are  exercised,  or (ii) if during
the period from April 24,  1997 until  April 24,  2000 the closing  price of the
Company's  Common  Stock  on  NASDAQ  is  $10.00  or more  per  share  for  five
consecutive  trading days, then the promissory notes are due six months from the
last such trading day. If neither event occurs, the promissory notes become void
and of no value on April  24,  1999 and the  warrants  remain  the  property  of
Messrs.  Kehoe  and  Wood.  Under  no  circumstances  will the  warrants  become
returnable to Mr. Bouchy.  In July,  1997,  Mr. Kehoe sold the 100,000  warrants
acquired  from Mr.  Bouchy to Andrew  Lessman for $6.88 per warrant and used the
proceeds to satisfy  the  promissory  note to Mr.  Bouchy.  Mr.  Lessman has not
exercised the warrants.

     In December 1995, Dale Holdings,  Inc. ("Dale"), a principal shareholder of
the Company  owned by Riverlux  Trust REG and Mr. Brett  Bouchy,  dissolved  and
transferred  51% and 49%,  respectively,  of its Common Stock in the Company and
its  loans  receivable  due from the  Company  to  Riverlux  Trust REG and Brett
Bouchy.  Riverlux Trust REG and Brett Bouchy received 665,265 shares and 639,175
shares,  respectively,  of Dale's  stockholdings in the Company and $433,500 and
$416,500,  respectively,  of Dale's loans receivable from the Company. The loans
were  repaid  out of  proceeds  of the 1996  Public  Offering,  which is further
described  below.  Subsequently,  Riverlux  Trust REG and Mr.  Bouchy  each sold
20,000 shares of the Company's Common Stock to Mr. Kehoe for $2.00 per share.

     Through a private  equity  placement in January  1996,  the Company  raised
$3,095,875 to repurchase and retire 619,175 shares of the Company's Common Stock
held by a former principal stockholder.

     In January  1996,  Earl K. Manhold  III, a former  director of the Company,
exercised  options to purchase  60,000 shares of the  Company's  Common Stock at
$2.00 per share and sold such  shares to John E.  Epert,  who was the  Company's
Chairman at that point for the same price per share.

     Since 1994,  the Company has purchase an ingredient in its  ChromaTrim  gum
product from Interhealth Nutritionals, Inc., ("Interhealth"), a company in which
Mr.  Ratcliff was formerly a member of the Board of  Directors.  The Company did
not pay a different price for the ingredient  during the time Mr. Ratcliff was a
member of  Interhealth's  Board of Directors  and the Company  believes that the
price it has paid and currently pays for the ingredient is fair,  reasonable and
consistent with prices charged by unaffiliated suppliers.

     In January 1996, the Company loaned Mr. Epert,  who is a former officer and
director, $150,000 bearing interest at 8% per annum due January 29, 1998.

     On February 10, 1998, the Company  entered into a Settlement  Agreement and
Release with Mr. Kern pursuant to his  resignation as Chief  Executive  Officer.
The Agreement  includes a severance package  including payment of $200,000,  the
forgiveness of $116,000 of debt and officer's advances owed to the Company,  and
100,000  Company stock options which are  exercisable  by Mr. Kern for up to one
year at $5.81  per  share  upon  cancellation  of all of his  existing  options.
$50,000  of the cash  payment  to Mr.  Kern is being  held in trust for 120 days
subject to a mutual non-disparagement clause.

                                      -8-

<PAGE>


     The Company believes that the terms of all agreements described above which
involve the Company's officers, directors,  principal stockholders or affiliates
are fair,  reasonable  and  consistent  with terms that the Company could obtain
from unaffiliated third parties. All future agreements with officers, directors,
principal  stockholders  and  affiliates  will be  approved by a majority of the
Company's disinterested directors.


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                              GUM TECH INTERNATIONAL, INC.


Dated: April 30, 1998                         By  /s/  Gary S. Kehoe
                                                  ------------------------
                                                  Gary S. Kehoe
                                                  President, Chief Operating
                                                  Officer, Director



     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


       Signature and Title                                       Date
       -------------------                                       ----



/s/ Bruce A. Jorgenson, M.D.                                April 30, 1998
----------------------------------
Bruce A.Jorgenson, M.D.,
Chairman of the Board


/s/ William D. Boone                                        April 30, 1998
----------------------------------
William D. Boone, Director


/s/ Jeffrey L. Bouchy                                       April 30, 1998
----------------------------------                        
Jeffrey L. Bouchy, Secretary,
Treasurer, Chief Financial Officer
(Principal Accounting Officer)


/s/ W. Brown Russell, III                                   April 30, 1998
----------------------------------
W. Brown Russell, III, Director


/s/ William A. Yuan                                         April 30, 1998
----------------------------------
William A. Yuan, Director


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