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

                                   ----------

                                  FORM 10-KSB/A
(Mark One)
[X]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                           COMMISSION FILE NO. 0-27646

                          GUM TECH INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)


                  UTAH                                   87-0482806
      (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
    of Incorporation or Organization)

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

                                 (602) 252-1617
                (Issuer's Telephone Number, Including Area Code)

        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:

                            No Par Value Common Stock
                                (Title of Class)

    Check whether the Registrant  (1) 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  contained  herein of  delinquent  filers in
response to Item 405 of Regulation  S-B, and will not be contained,  to the best
of the Registrant's  knowledge,  in definitive  proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

    The  Registrant's  revenues  for its  year  ended  December  31,  1998  were
$5,272,547.

    As of April 27,  1999,  7,273,087  shares of the  Registrant's  no par value
Common Stock were  outstanding.  As of April 27,  1999,  the market value of the
Registrant's no par value Common Stock, excluding shares held by affiliates, was
$69,711,860  based upon a closing  price of $10.00 per share of Common  Stock on
the Nasdaq National Market.

                       Documents Incorporated By Reference

                                      None
<PAGE>
                                    PART III

ITEM 9. INFORMATION CONCERNING DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS

     The  following  sets forth certain  information  with respect to Directors,
nominees to the Board of Directors, and executive officers of the Company.

         Name                Age      Position With Company and Tenure
         ----                ---      --------------------------------

Bruce A. Jorgenson, M.D.     55       Chairman of the Board of Directors since
                                      1998, Director since 1997

Gary S. Kehoe                40       President since 1998 and Chief Operating
                                      Officer and Director since 1995

William D. Boone             51       Director since 1998

William J. Hemelt            45       Secretary, Treasurer, Chief Financial
                                      Officer since June, 1998 (Principal
                                      Financial Officer)

W. Brown Russell, III        43       Director of Investor Relations and Legal
                                      and Director since 1998

William A. Yuan              38       Director since 1998

     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.

     Gary S. Kehoe joined the Company in 1995 as a Director and Chief  Operating
Officer.  He was  responsible  for  construction  and start-up of the  Company's
manufacturing facility and research and development of gum products. In February
1998 the Board of Directors elected Mr. Kehoe President of the Company. Prior to
joining the Company in 1995,  Mr. Kehoe was employed by  Planters/LifeSavers,  a
division  of Nabisco  Food Group in various  capacities,  including  Senior Food
Technologist, where he was responsible for functional and nutriceutical products
in  the  confectionery  division.  He  developed  or  co-developed  several  new
technologies,  processes,  and products  involving  CareFree,  Bubble Yum, Fruit
Stripe,  and Beech Nut chewing gums and is listed as inventor or  co-inventor on
22 U.S. Patents filed by Nabisco and Gum Tech.

     William D. Boone was elected to the Board of  Directors  in February  1998,
and served as a manufacturing consultant to the Company in early 1998. Mr. Boone
has 30 years experience in small business management and sales growth, including
co-founding and  co-managing  Trade  Printers,  Inc., a Phoenix-based  wholesale
printing manufacturer which he subsequently sold.

                                        2
<PAGE>
     William J. Hemelt  joined the  Company in June 1998 as its Chief  Financial
Officer,  Treasurer, and Secretary. From 1980 to 1997, Mr. Hemelt held a variety
of financial  positions with Arizona Public Service Company,  Arizona's  largest
utility,  including 6 years as Treasurer and 4 years as  Controller.  Mr. Hemelt
earned  a Master  of  Business  Administration  and a  Bachelor  of  Science  in
Electrical Engineering from Lehigh University.

     W. Brown  Russell,  III was elected to the Board of  Directors  in February
1998.  Subsequently,  he joined the Company as Special  Advisor to the President
before  assuming  his current  position as  Director of Investor  Relations  and
Legal.  Before joining Gum Tech, Mr. Russell  operated Brown Russell  Investment
Services,  Inc., a private money management firm. 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.  Mr.  Russell  earned a Juris
Doctorate and Bachelor of Arts from the University of Georgia.

     William A. Yuan has been a Director of the Company since 1998.  Mr. Yuan is
President and Chief  Executive  Officer of Reliance  Management,  LLC. From 1985
until 1996,  Mr. Yuan was employed by Merrill  Lynch and Salomon Smith Barney in
various  positions.  Mr.  Yuan earned a Bachelor  of Science in  Economics  from
Cornell University.

     All  Directors'  terms are on an annual  basis.  In February  1998  Messrs.
Gerald N. Kern,  Robert J. Kwait,  Jack  Kessler,  and Paul Peckman  resigned as
directors.  In March 1998, William G. Meris resigned as a director. In May 1998,
Mr.  Richard  Ratcliff  resigned  as a director.  Jeffrey L. Bouchy  resigned as
Principal Financial Officer in June 1998.

                                        3
<PAGE>
Meetings of the Board of Directors

     During the fiscal year ended  December 31,  1998,  the  Company's  Board of
Directors  held 11  meetings,  either in person or by  consent  resolution.  All
directors  attended or  participated  in at least 75% of those  meetings and the
total  number of  meetings  held by all  committees  of the board on which  they
served.

Audit Committee

     In 1998 the Company's  Board of Directors  elected Dr. Bruce A.  Jorgenson,
William Boone, William A. Yuan, and W. Brown Russell to the Audit Committee. The
functions  of the Audit  Committee  are to receive  reports with respect to loss
contingencies,  the public disclosure or financial  statement  notation of which
may be legally  required;  annually review and examine those matters that relate
to a financial and performance audit of the Company's employee plans;  recommend
to the Company's Board of Directors the selection, retention, and termination of
the  Company's  independent  accountants;   review  the  professional  services,
proposed fees and independence of such accountants; and provide for the periodic
review  and  examination  of  management  performance  in  selected  aspects  of
corporate  responsibility.  The Audit  Committee  held one meeting during fiscal
1998.

Compensation Committee

     In 1998 the Company's Board of Directors elected Dr. Bruce A. Jorgenson and
William Boone to the Compensation  Committee.  The functions of the Compensation
Committee  are to review  annually the  performance  of the President and of the
other  principal  officers  whose  compensation  is  subject  to the  review and
recommendation  by  the  Compensation   Committee  to  the  Company's  Board  of
Directors. Additionally, the Compensation Committee is to review compensation of
outside  directors  for  service on the  Company's  Board of  Directors  and for
service on  committees of the  Company's  Board of Directors,  and to review the
level and extent of applicable  benefits provided by the Company with respect to
automobiles,  travel, insurance,  health and medical coverage, stock options and
other stock plans and  benefits.  The  Compensation  Committee  held one meeting
during fiscal 1998.

Director Compensation

     The Company's nonemployee 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.

                                       4
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities  Exchange Act of 1934, ("the Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent  of a  registered  class of the  Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission  ("SEC").  Such officers,  directors and shareholders are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file.

     Based  solely on its review of the copies of such forms  received by it, or
written  representations  from  certain  reporting  persons  that no Forms  were
required  for such  persons,  the Company  believes  that during the fiscal year
ended  December 31, 1998,  all filing  requirements  applicable to its officers,
directors,  and greater than ten percent  beneficial  owners were  complied with
except as set forth below.

     In connection with the 1998 repricing of his options,  Gary Kehoe filed his
1998 Form 5 in April 1999.

ITEM 10. EXECUTIVE COMPENSATION

     The following table discloses  certain  compensation  paid to the Company's
Chief Executive  Officers for the years ended December 31, 1996, 1997, and 1998.
Mr. Gerald N. Kern, the Company's  former Chief Executive  Officer,  resigned in
February 1998 and was replaced by Mr. Gary S. Kehoe. No other executive  officer
of the  Company  at  December  31,  1998  earned  more than  $100,000  in annual
compensation during the fiscal year ended December 31, 1998.

                                            Summary Compensation Table
<TABLE>
<CAPTION>
                                  Annual Compensation                           Long-Term Compensation
                             --------------------------------    ------------------------------------------------
                                                                               Awards            Payouts
                                                                             Securities
                                                       Other                   Under-
                                                      Annual     Restrict-     lying                    All Other
       Name and                                       Compen-    ed Stock     Options/        LTIP      Compen-
Principal Position    Year    Salary       Bonus      sation     Award(s)       SARs         Payouts     sation(1)
------------------    ----    ------       -----      ------     --------       ----         -------    ---------
<S>                   <C>   <C>          <C>         <C>            <C>       <C>               <C>    <C>
Gary S. Kehoe         1998  $ 95,000     $30,000(2)       0         0         188,000(3)        0      $  2,847
President, Chief      1997  $ 84,333     $20,000(4)       0         0          88,000(5)        0      $    880
Operating Officer     1996  $ 75,417     $20,000          0         0         100,000(5)        0             0

Gerald N. Kern(5)     1998  $ 25,000(6)        0     $1,200(7)      0         100,000(8)        0      $200,500(9)
Former Chief          1997  $160,483     $36,080     $8,800(7)      0         156,500(10)       0      $  1,750
Executive Officer     1996  $ 56,250           0          0         0         300,000(10)(11)   0             0
</TABLE>

----------
(1)  Includes Company matching contributions under the Company's SRA/IRA defined
     contribution program.
(2)  Includes $10,000 that was accrued in 1998 but paid in 1999.
(3)  Represents  options originally granted in prior years that were repriced in
     1998. (See footnote 5 below).  In accordance with SEC rules,  these options
     are reported as options  granted during the fiscal year 1998 as a result of
     the  repricing of these options in April 1998.  See  "Repricing of Options"
     for additional information regarding this repricing.
(4)  Includes $10,000 that was accrued in 1997 but paid in 1998.
(5)  Each option was  repriced  to $5.625 per share in April 1998,  equal to the
     fair market value on the date of repricing.
(6)  Mr. Kern resigned in February 1998.
(7)  Automobile allowance paid to Mr. Kern.
(8)  Represents  options granted  pursuant to Mr. Kern's  termination  agreement
     (See "Related Transactions").
(9)  Includes  $200,000  severance  payment  pursuant to Mr. Kern's  termination
     agreement (See "Related Transactions").
(10) These options were subsequently canceled pursuant to Mr. Kern's termination
     agreement.
(11) Excludes  option to purchase  50,000  shares  acquired  from Mr.  Ratcliff,
     former Board Chairman and Chief Executive Officer.

                                       5
<PAGE>
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

     The following  table provides  information on option grants during the year
ended December 31, 1998 to the named executive officers:


                      Number of      Percent of Total
                      Securities         Options/
                      Underlying       SARs Granted     Exercise Or
                     Options/SARs    To Employees In     Base Price   Expiration
    Name              Granted (#)     Fiscal Year (1)      ($/Sh)        Date
--------------       ------------    ---------------     ----------   ----------
Gary S. Kehoe         100,000(1)           11.0%          $5.625       12/30/99
                       88,000(1)            9.7%          $5.625       9/23/00

Gerald N. Kern        100,000(2)           11.0%          $5.81        2/10/99

(1)  Represents  options originally granted in prior years that were repriced in
     1998. In accordance  with SEC rules,  these options are reported as options
     granted  during the fiscal year 1998 as a result of the  repricing of these
     options  in  April  1998.   See   "Repricing  of  Options"  for  additional
     information regarding this repricing.
(2)  Represents  options granted  pursuant to Mr. Kern's  termination  agreement
     (See "Related Transactions").

         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                OPTION/SAR VALUES

         The following  table provides  information on the value realized by the
exercise of options by the named executive officers during 1998 and the value of
the named executive officer's unexercised options at December 31, 1998.

                                                  Number Of
                                                 Securities           Value Of
                                                 Underlying         Unexercised
                     Shares                      Unexercised        In-The-Money
                    Acquired                    Options/SARs        Options/SARs
                       On          Value        At FY-End (#)      At FY-End ($)
                    Exercise      Realized      Exercisable/        Exercisable/
    Name               (#)           ($)        Unexercisable      Unexercisable
--------------      --------      -------       -------------      -------------
Gary S. Kehoe         50,000     $175,000       144,000/44,000   $297,000/90,750
Gerald N. Kern       100,000     $142,501             0/0               0/0


                              REPRICING OF OPTIONS

         In April 1998, the Company's Board of Directors approved a repricing of
all outstanding options held by employees,  including officers,  of the Company.
In connection  with this repricing,  the Board of Directors  determined that the
imbalance  between  the  original  exercise  price  of the  options  held by the
employees and the lower market price of the Common Stock that prevailed in early
1998 was not an appropriate  incentive to achieve the Company's long-term goals.
The repriced options have exercise prices of $5.625 per share, equal to the fair
market value on the date of repricing.  Except for the new exercise  price,  the
terms of the options remain the same.

                           Bruce Jorgenson, Chairman
                                 Gary S. Kehoe
                                  William Yuan
                                 William Boone
                                W. Brown Russell

                                        6
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth information,  as of April 30, 1999, 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.

                                                                     Percent of
                                                   Number of        Common Stock
Name of Beneficial Owner and Address                Shares             Owned
------------------------------------                ------             -----
Gary S. Kehoe(1)                                    234,000             3.2
William D. Boone(2)                                  91,630             1.2
William A. Yuan(3)                                   10,071             0.1
W. Brown Russell, III(4)                             63,500             0.9
Bruce A. Jorgenson(5)                               190,700             2.6
William J. Hemelt (6)                                31,000             0.4
All directors and                                   620,901             8.2
officers as a group (7)
(6 persons)

----------
(1)  Includes options to purchase 144,000 shares at $5.625 per share.
(2)  Includes  options to  purchase 10,000  shares at $6.88 per share and 50,000
     shares at  $5.625  per  share.  
(3)  Includes  options to purchase 10,000 shares at $5.81 per share. 
(4)  Includes options to  purchase  10,000  shares at $6.88 per share and 50,000
     shares at $5.625.
(5)  Includes options  to  purchase  20,000  shares  at $11.44  per  share.  
(6)  Includes options to purchase 25,000 shares at $5.50 per share.
(7)  Does not include shares  beneficially  owned by Gerald Kern, a former Chief
     Executive Officer.

                                       7
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since 1994, the Company has purchased an ingredient  used 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. Mr. Ratcliff
was a member of the Company's  Board until April 1998. 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.

     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
options to acquire  100,000  shares of the  Company's  Common  Stock,  which are
exercisable by Mr. Kern for up to one year at $5.81 per share.  In addition,  in
connection  with  the  severance,  all  of  Mr.  Kern's  existing  options  were
cancelled.

     The Company believes that the terms of all agreements described above which
involve the Company's officers, directors,  principal shareholders 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  shareholders  and  affiliates  will be  approved by a majority of the
Company's disinterested directors.

                                       8
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly  caused  this  Report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized, in Phoenix, Arizona, on April 30, 1999.

                                             GUM TECH INTERNATIONAL, INC.


                                             By: /s/ William J. Hemelt
                                                 ------------------------
                                                 William J. Hemelt
                                                 Chief Financial Officer


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dated indicated.

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

/s/ Bruce Jorgenson           Chairman of the Board               April 30, 1999
----------------------        of Directors
Bruce Jorgenson

/s/ Gary S. Kehoe             President and Chief                 April 30, 1999
----------------------        Operating Officer and
Gary S. Kehoe                 Director

/s/ William Yuan              Director                            April 30, 1999
----------------------
William Yuan

/s/ William Boone             Director                            April 30, 1999
----------------------
William Boone

/s/ W. Brown Russell          Director                            April 30, 1999
----------------------
W. Brown Russell

/s/ William J. Hemelt         Chief Financial Officer             April 30, 1999
----------------------
William J. Hemelt

                                        9