UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB/A

(Mark One)

         [X] Quarterly Report pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of  1934

                      For the quarter ended March 31, 1997

                                       or

         [  ] Transition Report pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of  1934

                For the transition period from _______ to _______

                         Commission File number 0-27646

                          Gum Tech International, Inc.
         --------------------------------------------------------------
        (Exact name of small business issuer as specified in it charter)

                 Utah                                87-0482806
     -------------------------------            ---------------------
      (State or other jurisdiction                 (I.R.S. Employer
    of incorporation or organization)           Identification Number)

                            4205 North Seventh Avenue
                                    Suite 300
                             Phoenix, AZ 85013-3080
                     --------------------------------------
                    (Address of principal executive offices)

                                 (602) 277-0606
                            -------------------------
                           (Issuer's telephone number)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 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 __

There  are  4,948,740  shares of the  registrant's  common  stock,  no par value
outstanding as of March 31, 1997.




<PAGE>



                          GUM TECH INTERNATIONAL, INC.
                                   FORM 10-QSB
                                      INDEX

Part I    Financial Information                                          Page

          Note for Restatement of Financial Information                    1

          Item 1.    Condensed Balance Sheets as of
                     March 31, 1997                                        2

                     Condensed Statements of Operations
                     for the three months ended March 31, 1997
                     and 1996                                              4

                     Condensed Statements of Cash Flows
                     for the three months ended March 31, 1997
                     and 1996                                              5

                     Notes to Condensed Financial Statements               6


          Item 2.    Management's Discussion and Analysis of
                     Financial Condition and Results of Operations         7

Part II   Other Information and Signatures                                 10

<PAGE>


Restatement of Financial Information  

     The Company has  restated  its  financial  statements  for the three months
ended  March 31,  1997 to  eliminate  the  financial  impact  of  barter  credit
transactions.  The  Company  took this  action as a result of an  inquiry by The
Nasdaq Stock Market and subsequent  discussions with the Securities and Exchange
Commission concerning the Company's accounting for its barter transactions.

     The Company entered into barter agreements with Active Media Services, Inc.
in December, 1996 and SKR Resources,  Inc. in May, 1997. The barter credits were
to be used for advertising, packaging and travel expenses, among other items, to
launch the Company's  branded products in several retail markets.  These credits
would have  reduced  the cash  portion of the  Company's  obligations  for these
services.  The Company recorded the barter  transactions as revenue based on the
wholesale  price of each product  bartered.  By September  30, 1997,  cumulative
revenues   attributable   to  barter   sales  for  fiscal  1996  and  1997  were
approximately $4.3 million.

     Under the  restatement,  the Company has recorded the barter  credits in an
amount equal to the carrying value of the  inventory,  which was reduced to zero
prior to the exchange.  Therefore,  no amounts have been recorded for the barter
credits.

     Also,  in March,  1997,  the Company sold an aggregate of $2.53  million in
convertible debentures.  These debentures had a beneficial conversion feature to
the investors that resulted in a $665,790  non-cash charge to interest  expense.
In  accordance  with a newly issued  pronouncement  by the Emerging  Issues Task
Force published in mid-1997, the Company restated its financial statements.

     In the opinion of management, all material adjustments necessary to correct
the financial statements have been recorded.




                                                                               1


<PAGE>

                          GUM TECH INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEET
                                 March 31, 1997
                                  (Unaudited)

                                     ASSETS

Current Assets:                                                           *

    Cash and cash equivalents                                      $  2,577,504
    Restricted cash                                                      55,226
    Accounts receivable, net of allowance for
     doubtful accounts of $33,516                                       509,077
    Inventories                                                       1,077,777
    Current portion of notes receivable                                 445,888
    Accrued interest                                                     35,110
    Income taxes receivable                                             234,440
    Prepaid expenses and other                                           36,171
                                                                   ------------


         Total Current Assets                                         4,971,193
                                                                   ------------


Property and Equipment, at cost:
    Machinery and production equipment                                3,417,636
    Office furniture and equipment                                      122,254
    Leasehold improvements                                              190,526
                                                                   ------------

    Total Property and Equipment                                      3,730,416

    Less accumulated depreciation                                      (600,948)
                                                                   ------------

        Net Property and Equipment                                    3,129,468
                                                                   ------------

Other Assets:
    Notes receivable                                                     66,000
    Intangible assets, net of accumulated amortization                  250,334
    Deposits and other                                                  229,463
                                                                   ------------


        Total Other Assets                                              545,797
                                                                   ------------

        Total Assets                                               $  8,646,458
                                                                   ============




*    Amounts  have been  restated for certain  items as more fully  described in
     Note 2 - Restatement of Financial Information.


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.


                                                                               2
<PAGE>

                          GUM TECH INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEET
                                 March 31, 1997
                                  (Continued)
                                  (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:                                                     *
     Accounts Payable                                              $    312,383
     Accrued interest                                                    26,340
     Current portion of long-term debt                                  220,164
                                                                   ------------

          Total Current Liabilities                                     558,887
                                                                   ------------

Long Term Debt:
     Notes Payable                                                    2,530,000
     Equipment Lease Obligations                                      1,437,481
                                                                   ------------

          Total Long Term Debt                                        3,967,481
                                                                   ------------

Commitments and Contingencies                                              --

Stockholders' Equity:

     Preferred stock:  no par value, 1,000,000 authorized,
       none issued or outstanding                                          --
     Common stock: no par value, 10,000,000 shares authorized,
       4,948,740 shares issued and outstanding                        7,965,060
     Additional paid in capital                                         665,790
     Retained Earnings (Deficit)                                     (4,510,760)
                                                                   ------------

          Total Stockholders' Equity                                  4,120,090
                                                                   ------------

          Total Liabilities and Stockholders' Equity               $  8,646,458
                                                                   ============



*    Amounts  have been  restated for certain  items as more fully  described in
     Note 2 - Restatement of Financial Information.



The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.

                                                                               3



<PAGE>

<TABLE>
<CAPTION>

                          GUM TECH INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                                Three months ended March 31,
                                                           --------------------------------------
                                                               1997 *                    1996
                                                           --------------------------------------
<S>                                                        <C>                        <C>        
Net Sales                                                  $   723,611                $   890,637

Cost of Sales                                                1,166,453                    525,953
                                                           -----------                -----------


      Gross Profit                                            (442,842)                   364,684
                                                          

Operating Expenses                                             627,393                    630,343
Research and Development                                        49,940                     31,795
                                                           -----------                -----------

      Income (Loss) From Operations                         (1,120,205)                  (297,454)
                                                           -----------                -----------


Other Income (Expense):
  Interest and Other Income                                     31,222                     13,271
  Interest Expense                                            (739,443)                   (78,643)
                                                           -----------                -----------

      Total Other Income (Expense)                            (708,221)                   (65,372)
                                                           -----------                -----------


Income (Loss) Before Provision For Income Taxes             (1,828,426)                  (362,826)

Provision (benefit) for income taxes                              --                     (122,614)
                                                           -----------                -----------

Net Income (Loss)                                          $(1,828,426)               $  (240,212)
                                                           ===========                ===========


Net Income (Loss) Per Share of Common Stock                $      (.27)               $     (0.05)
                                                           ===========                ===========


Weighted Average Number of Common
   Shares Outstanding                                        6,873,436                  4,392,658
                                                           ===========                ===========




*    Amounts  have been  restated for certain  items as more fully  described in
     Note 2 - Restatement of Financial Information.




The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.


                                                                               4

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                          GUM TECH INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                                         Three months ended March 31,
                                                                        -------------------------------
                                                                             1997 *             1996
                                                                        -------------------------------
Cash Flows From Operating Activities:
<S>                                                                     <C>                <C>         
  Net income (loss)                                                     $(1,828,426)       $  (240,212)
  Adjustments to reconcile net income to cash (used)
    by operating activities:
       Depreciation                                                         141,545             59,316
       Amortization                                                           8,114               --
       Interest expense from beneficial conversion 
         feature of notes payable                                           665,790               --
       Deferred income taxes                                                   --             (124,683)
       Accrued interest on notes receivable                                 (35,110)            (4,046)
       Changes in assets and liabilities:
       (Increase) decrease in accounts receivable                           244,795           (249,220)
       (Increase) decrease in inventories                                   289,167           (204,762)
       (Increase) decrease in prepaid expenses
          and other                                                          26,751            (13,019)
       (Increase) decrease in deposits and other                            184,012            (55,624)
       Increase (decrease) in accounts payable and
         accrued expenses                                                   (59,542)           484,074
       (Decrease) in customer deposits                                      (65,500)            (8,959)
                                                                        -----------        -----------

       Net Cash (Used) By Operating Activities                             (428,404)          (357,135)
                                                                        -----------        -----------


Cash Flows From Investing Activities:
       Capital expenditures                                                (132,531)          (418,976)
       (Increase) in notes receivable                                      (195,888)          (150,000)
                                                                        -----------        -----------

      Net Cash Provided (Used) By Investing Activities                     (328,419)          (568,976)
                                                                        -----------        -----------
Cash Flows From Financing Activities:
      Proceeds from borrowing                                             2,530,000            706,397
      Principal payments on notes payable                                   (53,976)           (34,673)
      Issuance of common stock                                                 --              120,000
      Debt issuance costs incurred                                         (258,488)              --
      Offering costs incurred                                                  --             (116,347)
                                                                        -----------        -----------

      Net Cash Provided (Used) By
        Financing Activities                                              2,217,576            675,377
                                                                        -----------         -----------
      Net Increase (Decrease) in Cash and
        Cash Equivalents                                                  1,460,753           (250,734)

      Cash and Cash Equivalents at
        Beginning of Period                                               1,116,751            503,327
                                                                        -----------        -----------


      Cash and Cash Equivalents at End of Period                        $ 2,577,504        $   252,593
                                                                        ===========        ===========

Supplemental Disclosure of Cash Flow Information:
     Cash paid during the period for:
        Interest                                                        $    39,199        $    30,744
        Income taxes                                                           --               26,477

Supplemental Disclosure of Non Cash Investing and Financing
Activities:

     Capital lease obligation incurred for new equipment                $      --          $ 1,146,827




*    Amounts  have been  restated for certain  items as more fully  described in
     Note 2 - Restatement of Financial Information.



The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements 


                                                                               5
</TABLE>

<PAGE>



                          GUM TECH INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The  accompanying  financial  information  of the  Company is  prepared  in
     accordance with the rules prescribed for filing condensed interim financial
     statements and,  accordingly,  does not include all disclosures that may be
     necessary for complete  financial  statements  prepared in accordance  with
     generally accepted  accounting  principles.  The disclosures  presented are
     sufficient,  in  management's  opinion,  to make  the  interim  information
     presented not misleading.  All adjustments,  consisting of normal recurring
     adjustments,  which are necessary so as to make the interim information not
     misleading,  have been made.  Results of  operations  for the three  months
     ended  March  31,  1997  are  not  necessarily  indicative  of  results  of
     operations  that may be expected for the year ending  December 31, 1997. It
     is recommended  that this  financial  information be read with the complete
     financial statements included in the Company's Annual Report on Form 10-KSB
     for the year ended December 31, 1996  previously  filed with the Securities
     and Exchange Commission.

2.   Restatement of Financial Information

     The Company has  restated  its  financial  statements  for the three months
     ended March 31, 1997 to eliminate  the  financial  impact of barter  credit
     transactions. The Company took this action as a result of an inquiry by The
     Nasdaq Stock Market and  subsequent  discussions  with the  Securities  and
     Exchange  Commission  concerning  the Company's  accounting  for its barter
     transactions.

     The Company entered into barter agreements with Active Media Services, Inc.
     in December, 1996 and SKR Resources,  Inc. in May, 1997. The barter credits
     were to be used for advertising, packaging and travel expenses, among other
     items, to launch the Company's  branded products in several retail markets.
     These  credits  would  have  reduced  the  cash  portion  of the  Company's
     obligations   for  these   services.   The  Company   recorded  the  barter
     transactions  as  revenue  based on the  wholesale  price  of each  product
     bartered. By September 30, 1997, cumulative revenues attributable to barter
     sales for fiscal 1996 and 1997 were approximately $4.3 million.

     Under the  restatement,  the Company has recorded the barter  credits in an
     amount equal to the carrying value of the  inventory,  which was reduced to
     zero prior to the  exchange.  Therefore,  no amounts have been recorded for
     the barter credits.

     Also,  in March,  1997,  the Company sold an aggregate of $2.53  million in
     convertible  debentures.  These  debentures  had  a  beneficial  conversion
     feature to the  investors  that resulted in a $665,790  non-cash  charge to
     interest  expense.  In accordance with a newly issued  pronouncement by the
     Emerging Issues Task Force published in mid-1997,  the Company restated its
     financial statements.

     In the opinion of management, all material adjustments necessary to correct
     the  financial   statements  have  been  recorded.   The  impact  of  these
     adjustments on the Company's  financial  results as originally  reported is
     summarized below:

                                                   Quarter Ended March 31, 1997
                                                   As reported      As restated

Net sales                                           $2,427,822      $   723,611
Net income (loss)                                      541,575       (1,828,426)
Net income (loss) per share                                .09             (.27)
Retained earnings (deficit) end of period           (1,388,247)      (4,510,760)


3.   Net  income  (loss) per share of common  stock is based  upon the  weighted
     average number of outstanding  shares of common stock and,  pursuant to the
     Securities  and Exchange  Commission  Staff  Accounting  Bulletins,  common
     shares,  options and  warrants  issued by the  Company at prices  below the
     initial  public  offering  price  during  the  twelve  months   immediately
     preceding the offering date are included in the calculation as if they were
     outstanding for all periods presented.



                                                                               6



<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

     The  Company  was  organized  in 1991 to  develop,  market  and  distribute
specialty chewing gum products. The Company's first chewing gum product included
a natural caffeine substance marketed to runners and other exercise  enthusiasts
as a source of energy and  carbohydrates.  In 1994 and 1995,  the Company raised
funds  through  debt and equity  financings  which were used to  establish a new
management team, develop additional chewing gum products,  build inventories and
purchase  chewing gum  manufacturing  equipment for the Company's  28,000 square
foot manufacturing  facility which commenced operations in late March, 1996. The
facility has 33 employees  and by the end of 1996 the Company  produced  100% of
its chewing gum products.

     The  Company  distributes  its  products  to more  than 80  percent  of the
nation's top  drugstore  chains,  including  Walgreens,  Drug  Emporium,  Longs,
Thrifty,  Sav-On,  Phar-Mor,  Eckard and Payless.  The Company also has a strong
nationwide  position in the mass market chains (Target,  Kmart,  Meijer),  major
supermarket  chains  (Safeway,   Smith's,   Lucky's)  and  various  health  food
distributors.  In addition,  the Company is increasing  distribution and further
expanding its presence in international  markets including Japan, Korea, Russia,
Scandinavia, and Eastern Europe.


Results of Operations for the Three Months Ended March 31, 1997 Compared to the
Three Months Ended March 31, 1996

     The following table sets forth certain statement of operations  information
expressed  both in  dollars  and as a  percentage  of net sales for the  periods
indicated:
<TABLE>
<CAPTION>

                                                        Quarters Ended March 31,
                                                        ------------------------
                                                     1997  *                        1996
<S>                                    <C>                    <C>     <C>                    <C> 
Net Sales                              $   723,611            100%    $   890,637            100%
Cost of sales                            1,166,453            161         525,953             59
Gross profit                              (442,842)           (61)        364,684             41
Operating expenses                         627,393             87         630,343             71
Research and development                    49,970              7          31,795              4
Income (loss) from operations           (1,120,205)          (155)       (297,454)           (33)
Interest and other income                   31,222              4          13,271              1
Interest expense                          (739,443)           102         (78,643)             9
Provision (benefit) for income taxes          --             --          (122,614)           (14)
Net income (loss)                       (1,828,426)          (253)       (240,212)           (27)

</TABLE>


*    Amounts  have been  restated for certain  items as more fully  described in
     Note 2 - Restatement of Financial Information.


                                                                               7


<PAGE>

     Net Sales.  Net sales  decreased by  $167,026,  or 19%, to $723,611 for the
three  months  ended March 31, 1997  compared to $890,637  for the three  months
ended March 31,  1996.  While the  majority of the  Company's  sales were from a
Scandinavian  private label customer, a decrease in sales to the Company's chain
drug  stores and zero  sales to  National  Distributing  Group,  a former  major
customer, contributed to the decrease.

     Cost of Sales.  Cost of sales  increased  102% to $1,166,453 or 161% of net
sales for the three months ended March 31, 1997,  compared to $525,953 or 59% of
net sales for the same period in 1996.  The primary  reasons for the increase is
the  Company's  sales under its Barter  Agreements  have been recorded at a zero
value with a cost of sale of $309,003. In addition, the Company's  manufacturing
facility has been operating at minimal capacity  resulting in a higher price per
pound of gum.

     Gross Profit. Gross profit decreased by 102% to $(442,842) or (61%)% of net
sales for the three months ended March 31, 1997,  compared to $364,684 or 41% of
net sales for the same period in 1996. The decrease in gross profit was directly
related to cost of sales.

     Operating Expenses.  Operating expenses were $627,393, a decrease of $2,950
for the three months  ended March 31, 1997  compared to the same period in 1996.
Approximately  $395,286 of these  operating  expenses were  attributable  to the
operations of the manufacturing plant, of which,  $131,570 were directly related
to depreciation of the plant's manufacturing equipment.  Factors contributing to
an  increase  in   non-manufacturing   operating   expenses   were   related  to
administrative   management  labor   ($174,622),   travel   ($66,526),   general
administrative labor ($65,295),  art/production fees ($42,370),  accounting fees
for the audit and tax  returns  ($41,610),  sales labor  ($32,375),  trade shows
($28,147) and advertising ($24,608).

     Research  and  Development.  Research  and  development  expenditures  were
$49,970 for the three months  ended March 31, 1997,  compared to $31,795 for the
same period in 1996. The majority of these costs were related to the formulation
of the following:  Vita ACES+, an  anti-oxidant  gum; Chew and Sooth Zinc gum, a
throat  soother;  High Gear,  an energy gum; and other various  dental,  smoking
cessation and body building cube gums.

     Interest and Other Income and Interest  Expense.  Interest and other income
was  $31,222,  an  increase of $17,951  primarily  as a result of an increase in
working  capital  from  equity  financings  that  were  invested  in  short-term
investments.  Interest  expense was  $739,443,  an increase of $660,800  for the
three  months  ended  March 31, 1997  compared to the same period in 1996.  This
increase was a result of a beneficial  conversion  feature received by investors
that  participated in the Company's  convertible  debentures  issued on March 6,
1997 which resulted in a $665,790 non-cash change to interest expense.

     Net Income (Loss).  Net loss increased to $(1,828,426) for the three months
ended March 31, 1997 compared to $ ($240,212) for the same period in 1996.


                                                                               8

<PAGE>


Liquidity and Capital Resources

     As of March 31,  1997,  the  Company's  working  capital was $4.41  million
compared  to  $2.90  million  at  December  31,  1996.  Cash  used by  operating
activities was $428,404 for the three months ended March 31, 1997,  primarily as
a result of the Company's net loss for the three months ended March 31, 1997.

     Investing  activities  consumed $328,419 in cash for the three months ended
March 31,  1997  compared  to  $568,976 of cash used in the same period of 1996.
This was primarily from the acquisition of additional manufacturing equipment.

     Financing activities provided $2,217,576 in cash for the three months ended
March 31, 1997  compared  to $675,377 in cash for the same period in 1996.  This
increase in cash was primarily a result of the Company  successfully  completing
the sale of an aggregate of  $2,530,000  of  convertible  debentures on March 6,
1997.

Outlook

     The statements contained in this section are based on current expectations.
These statements are forward looking, and actual results may differ materially.

     The Company will introduce  five new products in May, 1997.  These products
are 1) Chew and Sooth Zinc gum which includes echinacea,  vitamin C and slippery
elm bark;  2) Vita  ACES+,  an  anti-oxidant  gum  containing  vitamins A, C, E,
selenium  and grape  seed  extract;  3) a dental  health  gum with  xylitol  and
Co-enzyme  Q-10 plus breath  fresheners;  4) High Gear energy gum with caffeine,
kola nut and  guarana;  and 5) a calcium  supplement  gum which  offers  antacid
properties as well as the usual calcium benefits.

     The Company's  future results of operations  and the other forward  looking
statements contained in this section, in particular the statement(s)  concerning
plant  efficiencies and capacities,  capital spending,  research and development
and other expenses involve a number of risks and  uncertainties.  In addition to
the factors  discussed  above,  among the other  factors that could cause actual
results to differ  materially  are the  following:  business  conditions and the
general economy;  competitive factors, such as rival gum manufacturers'  pricing
and  marketing  efforts;   availability  of  third-party  material  products  at
reasonable prices; risk of nonpayment of accounts receivable; risks of inventory
obsolescence  due to shifts in market demand;  timing of product  introductions;
and litigation involving product liabilities and consumer issues.





                                                                               9



<PAGE>


Part II. Other Information

Item 1.  Legal Proceedings
         -----------------

     On October 16, 1996, a lawsuit was filed  against the Company in the United
States District Court for the Central  District of California,  CV-95-9784.  The
action is entitled GCN Products, Inc. vs. Roy Kelly, et al. The complaint, as it
relates to the Company, principally alleges that the Company engaged in unlawful
rebates,  appropriations and overcharges,  commercial bribery,  fraud and unjust
enrichment.  Plaintiff  seeks  compensatory  and punitive  damages.  The Company
denies all allegations and intends to vigorously defend the suit.

Item 2.  Changes in Securities
         ---------------------
                  None

Item 3.  Defaults Upon Senior Securities
         -------------------------------
                  None

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
                  None

Item 5.  Other
         -----
                  None

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

                  (b)  Reports on Form 8-K

     The Company  filed a Current  Report on Form 8-K,  dated March 6, 1997,  in
regards to the  completed  sale of  $2,530,000 of  convertible  debentures.  The
convertible  debentures  bear  interest  at 11% per annum  which is payable on a
quarterly basis. The debentures are interest only until January 1, 2000 at which
time the  principal  and  interest  will be paid in  twenty-four  equal  monthly
installments through January 1, 2002. The debentures are convertible into shares
of the  Company's  common stock at $4.75 per share.  The common  stock  issuable
under the convertible  debentures carries certain registration rights after July
31, 1997 and are subject to a lock-up agreement with the Company which prohibits
the holder from selling their common stock prior to January 31, 1998.





                                                                              10






<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


Gum Tech International, Inc.



 /s/ Gary Kehoe
-------------------
Gary Kehoe
President and Chief Operating Officer

 /s/ Jeffrey L. Bouchy
----------------------
Jeffrey L. Bouchy
Senior Vice President-Chief Financial Officer


March 25, 1998


                                                                              11