UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(MARK ONE)

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

                       FOR THE QUARTER ENDED JUNE 30, 1999

                                       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)

                             246 EAST WATKINS STREET
                                PHOENIX, AZ 85004
                    (Address of principal executive offices)

                                 (602) 252-1617
                           (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  7,519,845  shares of the  registrant's  common  stock,  no par value
outstanding as of August 2, 1999.
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                                   FORM 10-QSB
                                      INDEX

Part I    Financial Information                                             Page

          Item 1. Condensed Consolidated Balance Sheet
                  as of  June 30, 1999                                        1

                  Condensed Consolidated Statements of
                  Operations for the three months ended
                  June 30, 1999 and 1998                                      3

                  Condensed Consolidated Statements of
                  Operations for the six months ended
                  June 30, 1999 and 1998                                      4

                  Condensed Consolidated Statements of
                  Cash Flows for the six months ended
                  June 30, 1999 and 1998                                      5

                  Notes to Condensed Consolidated
                  Financial Statements                                        6

          Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations               8

Part II   Other Information and Signatures

          Item 1. Legal  Proceedings                                         19

          Item 2. Change in Securities                                       19

          Item 6. Exhibits and Reports on Form 8-K                           20

          Signatures                                                         21
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1999
                                   (Unaudited)

                                     ASSETS

Current Assets:
  Cash and cash equivalents                                        $  5,256,509
  Restricted cash                                                       271,173
  Accounts receivable, net of allowance for
    doubtful accounts of $39,598                                      1,853,010
  Inventories                                                         1,557,182
  Prepaid expenses and other                                             75,897
                                                                   ------------
    Total Current Assets                                              9,013,771
                                                                   ------------
Property and Equipment, at cost:
  Machinery and production equipment                                  4,418,404
  Office furniture and equipment                                        267,389
  Leasehold improvements                                                370,110
                                                                   ------------
  Total Property and Equipment                                        5,055,903

  Less accumulated depreciation                                      (1,493,034)
                                                                   ------------
    Net Property and Equipment                                        3,562,869
                                                                   ------------
Other Assets:
  Intangible assets, net of accumulated
    amortization of $281,653                                            288,378
  Deposits and other                                                    193,781
                                                                   ------------
    Total Other Assets                                                  482,159
                                                                   ------------
    Total Assets                                                   $ 13,058,799
                                                                   ============

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

                                                                               1
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1999
                                   (Continued)
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                                 $    608,696
  Accrued interest                                                       40,881
  Dividends payable                                                       8,333
  Customer deposits                                                      50,350
  Reserve for customer returns                                           97,211
  Current portion of long-term debt                                   2,400,193
                                                                   ------------
    Total Current Liabilities                                         3,205,664
                                                                   ------------
Long Term Debt, net of current portion above:
  Senior notes payable                                                3,437,500
  Financial institutions and other                                    1,411,956
  Obligations under capital leases                                       19,300
  Less current portion above                                         (2,400,193)
                                                                   ------------
    Total Long Term Debt                                              2,468,563
                                                                   ------------
Stockholders' Equity:
  Preferred stock, no par value, 1,000,000 shares authorized:
    Series A preferred stock, no par value, 2,000 shares
    authorized, issued and outstanding                                2,000,000
  Common stock: no par value, 20,000,000 shares authorized,
    7,429,662 shares issued and outstanding                          17,778,872
  Additional paid in capital                                          3,458,172
  Accumulated deficit                                               (15,852,472)
                                                                   ------------
    Total Stockholders' Equity                                        7,384,572
                                                                   ------------
    Total Liabilities and Stockholders' Equity                     $ 13,058,799
                                                                   ============

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

                                                                               2
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                     Three months ended June 30,
                                                     --------------------------
                                                        1999           1998
                                                     -----------    -----------
Net sales                                            $ 1,919,141    $ 1,213,086

Cost of sales                                          1,289,516      1,025,272
                                                     -----------    -----------
    Gross Profit                                         629,625        187,814

Operating expenses                                     1,044,340        720,403
Research and development                                 105,614         27,401
                                                     -----------    -----------
    Income (Loss) From Operations                       (520,329)      (559,990)
                                                     -----------    -----------
Other Income (Expense):
  Interest and other income                               10,360         32,320
  Interest expense                                      (218,854)      (137,698)
                                                     -----------    -----------
    Total Other Income (Expense)                        (208,494)      (105,378)
                                                     -----------    -----------
Income (Loss) Before Provision For Income Taxes         (728,823)      (665,368)

Provision for income taxes                                    --            150
                                                     -----------    -----------
Net Income (Loss)                                       (728,823)      (665,518)

Preferred stock dividends                                 30,579             --
                                                     -----------    -----------
Net Income (Loss) Applicable to Common
  Shareholders                                       $  (759,402)   $  (665,518)
                                                     ===========    ===========
Net Income (Loss) Per Share of Common Stock:
  Basic:
    Weighted Average Number of Common Shares
      Outstanding                                      7,266,329      6,441,724
                                                     ===========    ===========
    Net Income (Loss) Per Share of Common Stock      $      (.10)   $      (.10)
                                                     ===========    ===========
  Diluted:
    Weighted Average Number of Common Shares
      Outstanding                                      7,266,329      6,441,724
                                                     ===========    ===========
    Net Income (Loss) Per Share of Common Stock      $      (.10)   $      (.10)
                                                     ===========    ===========

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

                                                                               3
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                      Six months ended June 30,
                                                     --------------------------
                                                        1999           1998
                                                     -----------    -----------
Net sales                                            $ 4,364,697    $ 2,317,517

Cost of sales                                          3,130,396      1,815,100
                                                     -----------    -----------
    Gross Profit                                       1,234,301        502,417

Operating expenses                                     1,995,511      3,989,672
Research and development                                 225,383        141,872
                                                     -----------    -----------
    Income (Loss) From Operations                       (986,593)    (3,629,127)
                                                     -----------    -----------
Other Income (Expense):
  Interest and other income                               19,129         75,128
  Interest expense                                      (329,008)      (261,624)
                                                     -----------    -----------
    Total Other Income (Expense)                        (309,879)      (186,496)
                                                     -----------    -----------
Income (Loss) Before Provision For Income Taxes       (1,296,472)    (3,815,623)

Provision for income taxes                                    --            150
                                                     -----------    -----------
Net Income (Loss)                                     (1,296,472)    (3,815,773)

Preferred stock dividends                                 30,579             --
                                                     -----------    -----------
Net Income (Loss) Applicable to Common
  Shareholders                                       $(1,327,051)   $(3,815,773)
                                                     ===========    ===========
Net Income (Loss) Per Share of Common Stock:
  Basic:
    Weighted Average Number of Common Shares
      Outstanding                                      7,133,866      6,151,259
                                                     ===========    ===========
    Net Income (Loss) Per Share of Common Stock      $      (.19)   $      (.62)
                                                     ===========    ===========
  Diluted:
    Weighted Average Number of Common Shares
      Outstanding                                      7,133,866      6,151,259
                                                     ===========    ===========
    Net Income (Loss) Per Share of Common Stock      $      (.19)   $      (.62)
                                                     ===========    ===========

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

                                                                               4
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                      Six months ended June 30,
                                                     --------------------------
                                                        1999           1998
                                                     -----------    -----------
Cash Flows From Operating Activities:
  Net income (loss)                                  $(1,296,472)   $(3,815,772)
  Adjustments to reconcile net income (loss) to
    net cash (used) by operating activities:
    Depreciation                                         197,692        126,063
    Amortization                                         125,127         50,938
    Compensation from forgiveness of note receivable          --        114,012
    Compensation from extension and issuance
      of stock options                                    91,275      1,478,750
    Accrued interest on notes receivable                      --         60,164
    Amortization of discount on notes payable             37,500             --
    Changes in assets and liabilities:
      (Increase) Decrease in accounts receivable        (390,371)       114,332
      Decrease in employee receivable                         --         61,054
      (Increase) Decrease in inventories                 338,979       (197,003)
      (Increase) in prepaid expenses and other           (15,046)       (24,134)
      (Increase) in deposits and other                  (157,236)       (59,489)
      (Decrease) in accounts payable and accrued
        expenses                                        (736,939)      (265,593)
      Increase in customer returns and allowances         97,211             --
      Increase in customer deposits                       15,587         32,515
                                                     -----------    -----------
    Net Cash (Used) By Operating Activities           (1,692,693)    (2,324,163)
                                                     -----------    -----------
Cash Flows From Investing Activities:
    Capital expenditures                                (212,334)      (198,825)
    Receipt of principal on notes receivable                  --        250,000
                                                     -----------    -----------
    Net Cash (Used) By Investing Activities             (212,334)        51,175
                                                     -----------    -----------
Cash Flows From Financing Activities:
    Proceeds from borrowing                            4,000,000             --
    Principal payments on notes payable                 (173,547)      (165,938)
    Issuance of common stock upon exercise
      of options and warrants                          1,469,429      1,484,397
    Issuance of preferred stock                        2,000,000             --
    Debt issuance costs incurred                        (298,650)       (11,733)
    Offering costs incurred                             (148,265)            --
    Dividend distribution of subsidiary                 (183,037)            --
    Dividends paid                                       (22,246)            --
                                                     -----------    -----------
    Net Cash Provided By Financing Activities          6,643,684      1,306,726
                                                     -----------    -----------
    Net Increase (Decrease) in Cash and
      Cash Equivalents                                 4,738,657       (966,262)

    Cash and Cash Equivalents at Beginning
      of Period                                          517,852      3,607,913
                                                     -----------    -----------
    Cash and Cash Equivalents at End of Period       $ 5,256,509    $ 2,641,651
                                                     ===========    ===========
Supplemental Disclosure of Cash Flow Information:
    Cash paid during the period for:
      Interest                                       $   166,889    $   221,944
      Income taxes                                            --             --
Supplemental Disclosure of Non Cash Investing
  and Financing Activities:
    Conversion of notes payable into common stock    $ 1,155,978    $   399,000
    Common stock issued for subscription receivable  $     8,438    $        --
    Issuance of warrents in connection with senior
      notes                                          $   600,000    $        --
    Dividends accrued on preferred stock             $     8,333

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.
                                                                               5
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED 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 six months ended
     June 30, 1999 are not necessarily  indicative of results of operations that
     may be expected for the year ending  December 31, 1999.  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, 1998  previously  filed with the  Securities  and
     Exchange Commission.

2.   As of  December  31,  1997,  the Company  adopted  Statement  of  Financial
     Accounting  Standards (SFAS) No. 128, "Earnings Per Share", which specifies
     the method of  computation,  presentation  and  disclosure  of earnings per
     share.  SFAS No. 128  requires the  presentation  of two earnings per share
     amounts,  basic and diluted.  Basic earnings per share is calculated  using
     the average number of common shares outstanding. Diluted earnings per share
     is computed on the basis of the average number of common shares outstanding
     plus the dilutive  effect of outstanding  stock options using the "treasury
     stock" method.  The basic and diluted earnings per share are the same since
     the  Company  had a net loss in 1999 and  1998 and the  inclusion  of stock
     options  and  other  incremental  shares  would be  antidilutive.  Options,
     warrants and other incremental  shares to purchase  1,597,668 and 1,533,680
     shares of common  stock at June 30, 1999 and 1998,  respectively,  were not
     included  in the  computation  of diluted  earnings  per share  because the
     Company had a net loss and their effect would be antidilutive.

3.   On June 2, 1999 Gum Tech  completed a $6.0 million  financing  with Citadel
     Investment  Group.  The  financing  consists of $4.0  million in  principal
     amount  of 8%  Senior  Secured  Notes  and  $2.0  million  of 14%  Series A
     Preferred  Stock.  The  financing  is detailed in a Form 8-K filing made on
     June 9, 1999.  The terms of the financing  permit the Company to redeem the

                                                                               6
<PAGE>
     debt and preferred  stock at any time,  subject to certain  conditions,  in
     cash or common  stock,  but require that one half of the debt and preferred
     stock must be redeemed  at a 10% premium by June 2, 2000.  The cost of this
     premium is amortized over a twelve-month period through non-cash charges to
     interest and preferred dividends.

     In  conjunction  with the financing,  Gum Tech issued  360,000  warrants to
     purchase Gum Tech common stock: 300,000 to the purchaser of the securities,
     Citadel  Investment  Group,  and 60,000 to the  consultant  involved in the
     transaction,  Intercontinental  Capital  Corp.  The cost of the warrants is
     allocated between the debt and preferred stock components of the financing.
     The amount of the debt financing has been recorded at the principal  amount
     ($4,000,000) less the cost of the warrants  allocated to the debt component
     ($600,000).  The warrant  cost  associated  with the debt is amortized as a
     non-cash  interest  expense  over  the term of the  notes.  The cost of the
     warrants  associated  with the preferred  stock  component has been charged
     against paid in capital.

4.   Certain financial  information for the Company's gum operations  (excluding
     the  Company's  joint  venture  operations)  is  required to be supplied to
     Citadel Investment Group in conjunction with financial  covenants contained
     in the financing agreement.  Below is the required financial information as
     of June 30, 1999:

     A.   EBITDA: Net income                                         $ (337,901)

            Add - Depreciation & amortization                            82,127
            Add - Interest expense, net of interest income              210,479
            Add - Accrued income taxes                                      -0-
                                                                     ----------
                  EBITDA                                             $  (45,295)

                  Net  Income  adjusted to exclude the cost ($91,275) of issuing
                  stock  options to Whitehill Oral Care Technologies recorded in
                  the three months ended June 30,1999.

     B.   Net Revenue
            Gross revenue                                            $1,948,116
            Less returns & allowances                                    36,601
            Less sales discounts, slotting, other                        90,963
                                                                     ----------
                  Net Revenue                                        $1,820,552

     C.   Cash & Cash Equivalents
            Cash on deposit                                          $1,876,040
            Cash equivalents                                                -0-
                                                                     ----------
                  Total                                              $1,876,040

                                                                               7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

     Gum Tech  develops  and  manufactures  specialty  chewing gum  products for
branded and private label customers,  as well as products marketed under its own
brand  labels.  Specialty  chewing  gums  include  vitamins,  herbals and active
over-the-counter drug ingredients formulated to provide specific  health-related
benefits to the user.  Gum Tech  currently  targets four market  segments:  oral
care, smoking cessation,  dietary supplement, and over-the-counter (OTC) drug. A
substantial  majority of Gum Tech's sales currently are attributable to products
developed, manufactured and packaged by Gum Tech for marketing and sale by major
branded and private label consumer products companies.

     Gum Tech entered into a joint venture with BioDelivery  Technologies,  Inc.
to manufacture,  market and distribute Zicam(TM),  a nasal gel formula. Under an
operating  agreement  that was signed on May 6, 1999,  Gum Tech and  BioDelivery
Technologies  transferred their respective  interest in the patent rights to the
nasal gel  technology  in exchange for  membership  interests in Gel Tech LLC, a
recently formed Arizona limited liability  company.  Gum Tech has a 60% interest
in the capital and profits of the joint venture and has provided $3.5 million of
capital to the joint venture. Gum Tech reports financial results of Gel Tech LLC
on a consolidated  basis, but identifies certain information by its two business
segments--chewing gum operations and Zicam(TM) operations

RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 1998

     The following  table details certain  financial  information for Gum Tech's
chewing gum and Zicam(TM) operations for the three months ended June 30, 1999:

                                   Chewing gum       Zicam(TM)     Consolidated
                                   ------------    ------------    ------------
Net sales                          $  1,820,552    $     98,589    $  1,919,141
Cost of sales                         1,247,313          42,203       1,289,516
                                   ------------    ------------    ------------
Gross profit                            573,239          56,386         629,625
Operating expenses                      720,868         323,472       1,044,340
Research and development                 72,718          32,896         105,614
                                   ------------    ------------    ------------
Income (Loss) from operations          (220,347)       (299,982)       (520,329)
Interest and other income                10,025             335          10,360
Interest expense                        218,854               0         218,854
                                   ------------    ------------    ------------
Net income (loss)                  $   (429,176)   $   (299,647)   $   (728,823)
                                   ============    ============    ============
Net Assets                         $  9,479,880    $  3,583,919    $ 13,058,099
                                   ============    ============    ============

                                                                               8
<PAGE>
ZICAM(TM) OPERATIONS

     Although the Gel Tech operating agreement was not signed until May 6, 1999,
Gum Tech and Gel Tech  Inc.,  the  predecessor  to Gel Tech LLC,  began  initial
marketing and distribution of Zicam(TM) in the first quarter of 1999.  Operating
expenses for the three months ended June 30,1999 include  certain  expenses that
were  incurred in the first  quarter of 1999 by Gel Tech Inc.,  the  predecessor
company to Gel Tech LLC,  but were not  consolidated  into Gum Tech's  financial
results prior to the conclusion of the operating agreement in May 1999.

CHEWING GUM OPERATIONS

     The  remainder  of  this  discussion   addresses  Gum  Tech's  chewing  gum
operations  compared  to those  operations  in the prior  year  period.  Certain
information is set forth below,  expressed in dollars and as a percentage of net
sales for the periods indicated:

                                         Three Months Ended June 30,
                                 ---------------------------------------------
                                         1999                    1998
                                 --------------------     --------------------
Net sales                        $ 1,820,552      100%    $ 1,213,086      100%
Cost of sales                      1,247,313       69       1,025,272       85
                                 -----------    -----     -----------    -----
Gross profit                         573,239       31         187,814       15
Operating expenses                   720,868       40         720,403       59
Research and development              72,718        4          27,401        2
                                 -----------    -----     -----------    -----
Income (Loss) from operations       (220,347)     (13)       (559,990)     (46)
Interest and other income             10,025        1          32,320        2
Interest expense                     218,854       12         137,698       11
Provision (benefit) for
  income taxes                            --       --             150       --
                                 -----------    -----     -----------    -----
Net income (loss)                $  (429,176)     (24)%   $  (665,518)     (55)%
                                 ===========    =====     ===========    =====

     NET SALES. Net sales increased to approximately  $1.8 million for the three
months ended June 30, 1999, or 50% above the prior year's level of $1.2 million.
The majority of gum sales in the second  quarter were  attributable  to sales of
dental gum for several  Ranir/DCP  private label customers;  Breath Asure Dental
Gum(TM);  Accutrim(TM),  Chooz(R),and Aspergum(R) to Heritage Consumer Products;
and several different gum products for PharmaGreen Ltd. Sales in the 1998 period
were largely attributable to sales of energy and diet gums to Herbalife.

     COST OF  SALES.  Cost of sales  increased  to  approximately  $1.2  million
reflecting the higher level of sales.

     GROSS PROFIT. Gross profit increased by approximately $400,000 in 1999 over
the prior year due to an improvement in the Company's  manufacturing  operations
and the increase in sales.

                                                                               9
<PAGE>
     OPERATING  EXPENSES.   Operating  expenses  were  approximately   $720,000,
virtually  unchanged  from the prior  year  level.  The 1999  period  includes a
non-cash  charge of $91,275 to  reflect  the cost of issuing  options to certain
principals of Whitehill Oral Technologies, the supplier of Microdent(R) which is
used in several of the Company's products.

     INTEREST AND OTHER INCOME. Interest and other income decreased due to lower
cash balance.

     INTEREST EXPENSE.  Interest expense for the first quarter was approximately
$219,000  or $81,000  above the prior year  level.  The 1999  amount  includes a
charge of $54,000 associated with the accelerated amortization of issuance costs
associated  with the  Company's  convertible  debt  securities  that were either
converted  or  scheduled  to be  converted  into common  equity by July 2, 1999.
Interest  expense also includes  approximately  one month of charges  associated
with the Citadel debt financing. These charges include a cash interest charge of
$26,000 and a total of $73,200 non-cash  interest  charges.  The non-cash charge
consists  of  $37,500  for the  warrants  issued in  conjunction  with the debt,
$16,700  for  accrual of the  required  prepayment  premium  and $19,000 for the
amortization of debt issuance costs.

     NET INCOME (LOSS) Net loss for the 1999 period was approximately  $429,000.
The  improvement  in net loss is  attributable  to an increase in the  Company's
gross profit margin and higher sales level.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 1998

The following table details certain financial information for Gum Tech's chewing
gum and Zicam(TM) operations for the six months ended June 30, 1999:

                                      Chewing gum     Zicam(TM)     Consolidated
                                      -----------    -----------    -----------
Net sales                             $ 3,898,016    $   466,681    $ 4,364,697
Cost of sales                           2,908,507        221,889      3,130,396
                                      -----------    -----------    -----------
Gross profit                              989,509        244,792      1,234,301
Operating expenses                      1,373,428        622,083      1,995,511
Research and development                  192,487         32,896        225,383
                                      -----------    -----------    -----------
Income (Loss) from operations            (576,406)      (410,187)      (986,593)
Interest and other income                  18,794            335         19,129
Interest expense                          329,008             --        329,008
                                      -----------    -----------    -----------
Net income (loss)                     $  (886,620)   $  (409,852)   $(1,296,472)
                                      ===========    ===========    ===========

ZICAM(TM) OPERATIONS

Zicam(TM) sales and operations began January 1, 1999.  Significant expense items
in this period were  advertising  expenses and legal  expenses  associated  with
structuring the Gel Tech operating agreement.

                                                                              10
<PAGE>
CHEWING GUM OPERATIONS

The remainder of this  discussion  addresses Gum Tech's  chewing gum  operations
compared to those  operations in the prior year period.  Certain  information is
set forth below,  expressed in dollars and as a percentage  of net sales for the
periods indicated:

                                           Six Months Ended June 30,
                                 ---------------------------------------------
                                         1999                     1998
                                 --------------------     --------------------
Net sales                        $ 3,898,016      100%    $ 2,317,517      100%
Cost of sales                      2,908,507       75       1,815,100       78
                                 -----------    -----     -----------    -----
Gross profit                         989,509       25         502,417       22
Operating expenses                 1,373,428       35       3,989,672      173
Research and development             192,487        5         141,872        6
                                 -----------    -----     -----------    -----
Income (Loss) from operations       (576,406)     (15)     (3,629,127)    (157)
Interest and other income             18,794       --          75,128        3
Interest expense                     329,008        8         261,624       11
Provision (benefit) for
  income taxes                            --       --             150       --
                                 -----------    -----     -----------    -----
Net income (loss)                $  (886,620)     (23)%   $(3,815,773)   (165)%
                                 ===========    =====     ===========    =====

     NET SALES.  Net sales  increased  to $3.9  million for the six months ended
June 30, 1999 or 68% over the prior year. The increase  reflects the addition of
several new  customers  and/or  products  in mid- to late 1999.  Among these are
Ranir  DCP,  Breath  Asure,   Heritage  Consumer   Products'  Accutrim  gum  and
Pharmagreen. Sales in the prior year largely reflect sales of Cigarest's smoking
cessation gum, Herbalife's diet and energy gums, Aspergum and Chooz.

     COST OF SALES. The cost of sales increased by approximately $1.1 million to
$2.9 million reflecting the higher level of sales.

     GROSS PROFIT.  Gross profit increased from $502,000 to $990,000  reflecting
the higher level of sales and an improved gross profit margin.

     OPERATING  EXPENSES  Operating  expenses  declined  by  approximately  $2.6
million to $1.4 million.  The amount for 1998 includes a charge of $1,478,750 to
reflect the cost of an  extension of options to a former  officer and  severance
compensation expense of $618,230.  Exclusive of these charges,  expenses in 1998
were  $1,892,692  or  $519,000  greater  than the 1999  level.  The  decrease is
attributable to lower advertising  expenses associated with the Company's change
in strategy to a focus on contract manufacturing and lower legal expenses.

     INTEREST AND OTHER INCOME  Interest  and other  income  decreased  due to a
lower cash balance.

                                                                              11
<PAGE>
     INTEREST EXPENSE Interest expense increased by approximately  $67,000 above
the prior year primarily due to non-cash  interest  charges  associated with the
Citadel financing.

     NET  INCOME  (LOSS)  Net  loss  decreased  by  approximately  $2.9  million
primarily due to the decrease in Operating expenses and higher sales level.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30,  1999 Gum Tech's  working  capital  was  approximately  $5.8
million  compared to $2.2 million at December  31,  1998.  During the six months
ended June 30, 1999,  Gum Tech  experienced a decrease in cash used by operating
activities of  approximately  $1.7  million,  versus $2.3 million the prior year
principally due to the decrease in losses  recorded for the two periods.  Of the
amount for 1999,  approximately  $1.3 million was  attributable  to the net loss
incurred for the period  ($887,000 for gum  operations and $410,000 for Gel Tech
LLC), which was offset in part by depreciation,  amortization and other non-cash
operating  charges for the period.  A  reduction  in accounts  payable of almost
$737,000 contributed significantly to the decrease in cash from operations.

     Investing  activities  consumed  $212,000 of cash for the six months  ended
June 30, 1999, compared to $51,000 provided in the same period in 1998. The 1998
amount reflects the repayment of two outstanding notes by two former officers of
the Corporation.

     Financing  activities  provided  approximately $6.6 million of cash for the
six months ended June 30, 1999  compared to $1.3 million in 1998.  Approximately
$5.5 million of the 1999 amount reflects net proceeds  realized from the Citadel
financing in June 1999. Details of the Citadel financing are contained in a Form
8-K filing made on June 9,1999.  Proceeds  realized from the exercise of options
and warrants contributed approximately $1.5 million in both periods.

     In  February  1999,  Gum  Tech  entered  into  a  $2.0  million   financing
arrangement with a commercial bank for the sale of accounts receivable submitted
to the bank. Gum Tech canceled this facility in conjunction  with the completion
of the Citadel  financing.  Gum Tech did not borrow under this facility while it
was outstanding.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  written  or  oral  forward-looking  statements  may be made by the
Company from time to time in filings with the  Securities & Exchange  Commission
or otherwise.  Such  forward-looking  statements  are within the meaning of that
term in Section 27A of the Securities  Act of 1933, as amended,  and Section 21E
of the Securities Act of 1934, as amended.  Such statements may include, but may
not be limited to, projections of revenues,  income or loss, estimate of capital
expenditures,  plans for future operations,  products or services, and financing
needs or plans,  as well as  assumptions  relating to the  foregoing.  The words
"believe,"   "expect,"   "anticipate,"   "estimate,"   "project,"   and  similar
expressions identify forward-looking statements, which speak only as of the date

                                                                              12
<PAGE>
the  statement  was made.  Specifically,  this report  contains  forward-looking
statements  concerning  plant  efficiencies  and capacities,  capital  spending,
research  and  development,   and  other  projected   expenses,   among  others.
Forward-looking  statements are inherently  subject to risks and  uncertainties,
some of which  cannot be  predicted  or  quantified.  Future  events  and actual
results could differ  materially  from those set forth in,  contemplated  by, or
underlying  the  forward-looking  statements.  The  statements  included in this
report,  particularly those contained in this Item 2,  "Management's  Discussion
and Analysis of Financial Condition and Results of Operations," and in the Notes
to the Company's Financial Statements, describe factors that could contribute to
or cause such  differences.  These  factors  include,  among  others,  less than
anticipated  demand  for Gum  Tech's  chewing  gum  products,  a lack of  market
acceptance for or uncertainties  concerning the efficacy of Zicam(TM), a failure
to  maintain   compliance  with  various  covenants  contained  in  the  Citadel
financing,  a  decrease  in the  level  of  reorders  from  existing  customers,
financial  difficulties  encountered  by one or  more  of Gum  Tech's  principal
customers,  difficulties in obtaining additional capital for marketing, research
and  development,  and other  expenses,  the  possibility  of  material  charges
incurred  as a result of prior  activities,  aggressive  pricing  and  marketing
efforts  by rival gum  manufacturers,  unavailability  of  third-party  material
products at reasonable  prices,  inventory  obsolescence due to shifts in market
demand,  and material  litigation  involving  product  liabilities and consumers
issues.  These potential risks and uncertainties,  together with those mentioned
below and  elsewhere in this report,  could affect Gum Tech's  future  operating
results, financial condition, and the market price of its common stock.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS AND FINANCIAL CONDITION

     Our future  operating  results and  financial  condition are dependent on a
number of factors that we must successfully manage in order to achieve favorable
future operating  results that maintain our financial  condition.  The following
potential risks and  uncertainties,  together with those mentioned  elsewhere in
this report, could affect our future operating results,  financial condition and
the market price of our common stock.

WE HAVE INCURRED SIGNIFICANT LOSSES AND MAY NOT BECOME PROFITABLE

     We began operations in February 1991 and have a limited  operating  history
upon which  potential  investors  may  evaluate  our  performance.  We  reported
significant  losses for the last three  years and for the first two  quarters of
1999. We can give no assurance that future  operations  will be profitable.  The
likelihood  of  our  success  must  be  considered  relative  to  the  problems,
difficulties, complications and delays frequently encountered in connection with
the  development  and operation of a new  business,  the  significant  change in
strategy  in early 1998,  and the  development  and  marketing  of Zicam,  a new
product.

OUR RELIANCE ON A FEW CUSTOMERS MAY NEGATIVELY IMPACT OUR FINANCIAL RESULTS

     With  our  shift  in  strategy  in  early  1998  to  a  focus  on  contract
manufacturing,  Gum Tech has become very  dependent  for its  current  sales and
future growth on a few customers.  These  customers  include  Herbalife,  Breath
Asure, Ranir, Heritage Consumer Products, and PharmaGreen. While the decision to
partner with

                                                                              13
<PAGE>
these  firms  relieves  Gum  Tech  of the  direct  responsibility  of  marketing
products,  it does introduce a dependability  on these customers to market their
products.  Further,  we are at risk for their  non-payment  or late  payment for
amounts owed us. While Gum Tech intends to add to this portfolio of customers to
reduce  the risk of  non-performance  by any  single  customer,  there can be no
assurance that we will be successful in that effort.

OUR  INABILITY  TO PROVIDE  SCIENTIFIC  PROOF FOR PRODUCT  CLAIMS MAY  ADVERSELY
AFFECT OUR SALES

     The marketing of certain of our chewing gum products  involves  claims that
such products assist in weight loss,  promote dental hygiene and the like. Under
FDA and FTC rules,  we are  required  to obtain  scientific  data to support any
health claims we make concerning our products. Although we have not provided nor
been requested to provide any scientific  data to the FDA, we have obtained such
scientific  data for all of our  products.  There can be no  assurance  that the
scientific  data we have  obtained  in  support  of such  claims  will be deemed
acceptable by the FDA or FTC,  should either agency request any such data in the
future. If we are unable to provide support that is acceptable by the FDA or the
FTC,  either  agency  could  force us to stop  making the claims in  question or
restrict us from selling the affected products.

FDA AND  OTHER  GOVERNMENT  REGULATION  MAY  RESTRICT  OUR  ABILITY  TO SELL OUR
PRODUCTS

     We are  subject to various  federal,  state and local  laws  affecting  our
business.  Our  chewing  gum  products  are  subject to  regulation  by the FDA,
including  regulations  with  respect  to  labeling  of  products,  approval  of
ingredients in products,  claims made regarding the products,  and disclosure of
product ingredients.  If we do not comply with these regulations,  the FDA could
force us to stop selling the  affected  products or incur  substantial  costs in
adopting measures to maintain compliance with these regulations.

     Our  advertising   claims   regarding  our  products  are  subject  to  the
jurisdiction  of the FTC as well as the FDA.  In both cases we are  required  to
obtain  scientific  data to support any advertising or labeling health claims we
make concerning our products, although no pre-clearance or filing is required to
be made with either agency. If we are unable to provide the required support for
such  claims,  the FTC may stop us from making such claims or require us to stop
selling the related product.

     Our chewing gum manufacturing  facility is subject to regulation by various
governmental  agencies,  including state and local licensing,  zoning, land use,
construction,  and  environmental  regulations and various  health,  sanitation,
safety  and  fire  codes  and  standards.  Suspension  of  certain  licenses  or
approvals,  due to failure to comply with  applicable  regulations or otherwise,
could interrupt our manufacturing operations.

     We are subject to federal  and state laws  establishing  minimum  wages and
regulating overtime and working conditions. Since many of our personnel are paid
at rates based on the federal  minimum  wage,  an increase in such  minimum wage
will result in an increase in our labor costs.

                                                                              14
<PAGE>
UNANTICIPATED PROBLEMS ASSOCIATED WITH PRODUCT DEVELOPMENT COULD DELAY OR HINDER
INTRODUCTION OF NEW PRODUCTS

     We may  experience  unanticipated  difficulties  in developing new products
that could  delay or  prevent  the  introduction  of those  products.  We may be
dependent in the near future upon chewing gum products that are currently  being
developed.  If we are unable to develop  new  chewing  gum  products on a timely
basis,  our  business,  operating  results,  and  financial  condition  could be
materially adversely affected.

WE MAY BE UNABLE TO SUCCESSFULLY EXPAND OUR OPERATIONS

     We intend to continue expanding our manufacturing and marketing operations.
Expansion will place  substantial  strains on our newly retained  management and
our operational,  accounting, and information systems.  Successful management of
growth will require us to improve our financial controls,  operating procedures,
and  management  information  systems,  and to train,  motivate,  and manage our
employees.

     Failure to manage growth  effectively  would have a material adverse effect
on the  results  of our  operations  and our  ability to  execute  our  business
strategy.

TERMS OF SERIES A PREFERRED STOCK AND NOTES COULD DEPRESS THE PRICE OF OUR STOCK
OR LEAD TO FORECLOSURE

     The terms of the Series A Preferred  Stock and Notes  issued to the selling
stockholders in June 1999 contain a number of restrictive covenants that we must
satisfy and that require  repayment of the Series A Preferred Stock and Notes at
various times during the two year period following the closing of that offering.
We generally  have the ability to make these  payments in shares of stock rather
than cash,  which could  depress the price of our common stock if demand for our
shares does not meet the increased  number of shares being sold into the market.
In  addition,  failure to meet any of the  restrictive  covenants  or failure or
inability to pay the required  amounts under the Series A Preferred Stock or the
Notes when due will  enable the  selling  stockholders  to exercise a variety of
remedies,  including  foreclosure of its security interests in substantially all
the assets of Gum Tech.  In that  event,  Gum Tech's  operations  and  financial
results  will be severely  and  adversely  affected  and the price of our common
stock could decline significantly.

FAILURE TO SATISFY FINANCIAL COVENANTS WOULD TRIGGER ADVANCE REMEDIES

     The terms of Series A  Preferred  Stock  and  Notes  issued to the  selling
stockholders in June 1999 require us to meet a number of financial  covenants on
a quarterly  basis during the life of the Notes,  including cash,  revenue,  and
EBITDA. If we fail to satisfy or cure breaches any of these financial covenants,
or otherwise  breach any of the negative  covenants  included in this agreement,
the  applicable  interest rate will increase to 15% and the holders of the Notes

                                                                              15
<PAGE>
may exercise a number of remedies,  including  accelerating  the  principal  and
interest due on the Notes,  or closing on the  collateral  pledged to secure the
Notes,  and forcing  conversion of the Notes into common stock.  There can be no
assurance that we will be able to satisfy the financial  covenants  contained in
this agreement on an ongoing basis.

THE LARGE NUMBER OF SHARES  ELIGIBLE FOR  IMMEDIATE AND FUTURE SALES MAY DEPRESS
THE PRICE OF OUR STOCK

     Sales of  substantial  amounts  of common  stock in the open  market or the
availability of such shares for sale could adversely affect the market price for
the common stock.  Substantially all of our outstanding  shares of common stock,
as well as the shares  underlying  vested but unexercised  warrants and options,
have  either  been  registered  for  public  sale or may be sold  under Rule 144
promulgated  under the  Securities  Act.  Therefore,  all of these shares may be
immediately sold by the holders. A substantial increase in the volume of trading
in our stock may depress the price of our common stock.

WE MAY BE UNABLE TO PREVENT OTHERS FROM DEVELOPING SIMILAR PRODUCTS

     We routinely seek trademark protection from the United States Patent Office
("USPO") and from similar agencies in foreign  countries for chewing gum brands.
There  can be no  assurance  that we will be  able to  successfully  defend  any
trademarks  or trade names  against  claims from or use by  competitors  or that
trademark or trade name applications will be approved by the USPO or any similar
foreign agency.

     We consider  some of our  chewing  gum  formulations  and  processes  to be
proprietary in nature and rely upon a combination of non-disclosure  agreements,
other   contractual   restrictions  and  trade  secrecy  laws  to  protect  such
proprietary  information.  There can be no  assurance  that these  steps will be
adequate to prevent  misappropriation of our proprietary information or that our
competitors  will  not  independently   develop  chewing  gum  formulations  and
processes that are substantially equivalent or superior to our own.

THE PRICE OF OUR STOCK MAY CONTINUE TO BE VOLATILE

     The  market  price of our common  stock has been  highly  volatile  and may
continue to be volatile in the future.  Factors such as our operating results or
public announcements may cause the market price of our stock to decline quickly.
Market  prices  for  securities  of many  small  capitalization  companies  have
experienced wide  fluctuations in response to variations in quarterly  operating
results,  general economic indicators and other factors beyond our control.

                                                                              16
<PAGE>
WE MAY INCUR SIGNIFICANT COSTS RESULTING FROM PRODUCT LIABILITY CLAIMS

     We are subject to  significant  liability  should use or consumption of our
products  cause injury,  illness or death.  Although we carry product  liability
insurance,  there can be no  assurance  that our  insurance  will be adequate to
protect us against  product  liability  claims or that  insurance  coverage will
continue to be available on reasonable terms.

WE MAY REQUIRE  ADDITIONAL  FINANCING,  WHICH MAY NOT BE AVAILABLE ON ACCEPTABLE
TERMS

     We may be  required  to seek  additional  debt or equity  financing  in the
future in order to fund anticipated  expansion of our manufacturing  activities.
There can be no assurance  that such  additional  financing will be available on
acceptable terms or at all. Any future equity financing may involve  substantial
dilution to the interests of our stockholders.

INABILITY TO RETAIN CURRENT MANAGEMENT COULD NEGATIVELY IMPACT OUR OPERATIONS

     Our operations are dependent upon our ability to hire and retain  qualified
management  personnel and upon the continued services of our executive officers.
The loss of the services of any of our executive  officers,  whether as a result
of death,  disability,  or otherwise,  could have a material adverse effect upon
our business.

     We experienced  significant management and Board changes in 1998, including
the  appointment of a new President and a new Chief Financial  Officer.  We have
entered into employment  agreements with our current executive officers and have
applied for key man life insurance upon certain of their lives.

YEAR 2000 PROBLEMS MAY ADVERSELY AFFECT OUR OPERATIONS

     We  recognize  the  potential  business  impacts  related  to the Year 2000
computer  system  issue and are  implementing  a plan to assess and  improve our
state of readiness with respect to such issues. The Year 2000 issue is one where
computer  systems may recognize the designation "00" as 1900 when it means 2000,
resulting in system failure or miscalculations.

     In  recognition  of  the  Year  2000  issue,  we  have  been  conducting  a
comprehensive   review  of  all  information   technology  and   non-information
technology  systems that we use. This review includes testing and analysis,  and
inquiries of third parties supplying information  technology and non-information
technology systems, computer hardware and software products and components,  and
other equipment to us.

     As a result  of our  review  to date,  we have  made  modifications  to our
software    systems,    including    upgrades    required   of   our   principal
manufacturing/financial   software  system.  In  addition,  we  have  identified
modifications  that are required of our computer  hardware  system and expect to
have the necessary modifications completed by the end of 1999.  Modifications to
other information  technology  systems,  including  internal  telecommunications
systems, will also be completed by then.

                                                                              17
<PAGE>
     We are nearing  completion  of a review of our  non-information  technology
equipment,  including our manufacturing  equipment. Our analysis to date of this
equipment has not identified any required modifications. Finally, we continue to
review our exposure from critical  suppliers and customers to ascertain  whether
those entities are taking the necessary steps to address their Year 2000 issues.

     The cost of modifications to Gum Tech's systems and equipment have not had,
and are not expected to have,  a material  impact on our  financial  position or
results of operations.

     At this time, we have not developed Year 2000 contingency plans, other than
the review and  remedial  actions  described  above,  and do not intend to do so
unless we believe such plans are merited by the results of our  continuing  Year
2000 review.

     If we or the third parties with which we have  relationships  were to cease
or not successfully  complete Year 2000 remediation  efforts, we could encounter
disruptions to our operations  that could have a material  adverse effect on our
business,  financial  condition,  and  results of  operations.  We also could be
materially  and adversely  impacted by widespread  economic or financial  market
disruption caused by Year 2000 computer system failures.

                                                                              18
<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.  On  September  4,  1998,  the court  granted a motion  for  summary
judgment in Gum Tech's favor,  and dismissed the plaintiff's  claims against Gum
Tech and its current and former directors. The ruling remains subject to appeal.

     On July 2, 1998,  Kirk  Gossett,  a former  employee  of Gum Tech,  filed a
lawsuit against Gum Tech and three officers and employees of Gum Tech, and their
spouses, alleging violation of overtime requirements of the Fair Labor Standards
Act. Mr. Gossett claimed damages of over $80,000,  in addition to seeking treble
damages  permitted  under the Fair Labor Standards Act. The parties have reached
an  agreement  to settle all claims  against  Gum Tech for an amount that is not
material to Gum Tech's operations.

     On January 27, 1999, an action was filed against Gum Tech and certain other
parties in the  Superior  Court of the State of Arizona in and for the County of
Maricopa,  CV-99-01528, by Paul F. Janssens-Lens. As it relates to Gum Tech, the
complaint alleges intentional interference with business relations,  intentional
misrepresentation,  negligent misrepresentation,  securities fraud, and consumer
fraud.  The  plaintiff  seeks  compensatory  damages  of  $720,000,  unspecified
punitive damages, and attorneys' fees and costs. Gum Tech denies the plaintiff's
allegations and intends to vigorously defend the action.

     On June 2,  1999,  Gum Tech  filed a  Complaint  in the  Superior  Court of
Maricopa County,  Arizona against DJ Ltd. ("DJ"), CIV 99-1136-PHX-PGR (D. Ariz.)
Gum Tech's Complaint sought a declaratory  judgment that DJ was not owed any fee
under an agreement  entered into between the parties pursuant to which DJ was to
act as financial  advisor to Gum Tech.  DJ removed the case to the United States
District  Court for the  District  of Arizona and filed a  counterclaim.  In its
counterclaim, DJ alleges that Gum Tech breached the contract between the parties
and that Gum Tech has been unjustly enriched.  DJ seeks damages in the amount of
$480,000,  plus costs, expenses and warrants to purchase 50,000 shares of common
stock in Gum Tech. DJ also seeks a declaratory  judgment  confirming its version
of its rights under the agreement.

ITEM 2. CHANGES IN SECURITIES

     On June 2, 1999 Gum Tech  completed a  financing  with  Citadel  Investment
Group Inc.  consisting of $4.0 million of Senior  Secured Notes and $2.0 million
of Series A Preferred Stock.  Details of the transaction are contained in a Form
8-K filed on June 9, 1999.

                                                                              19
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5. OTHER INFORMATION

     None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     A.   EXHIBITS

          3.1  Amended and  Restated  Articles of  Incorporation  of the Company
               (incorporated  by reference to Registrant's  Quarterly  Report on
               Form 10-QSB for the period  ending  March 31,  1999,  file number
               000-27646).

          3.2  Amended  Bylaws of the  Company  (incorporated  by  reference  to
               Registrant's  Quarterly  Report  on Form  10-QSB  for the  period
               ending March 31, 1999, file number 000-277646).

          3.3  Certificate  of  Designations,  Preference and Rights of Series A
               Preferred Stock of Gum Tech International,  Inc.(incorporated  by
               reference to  Registrant's  Current Report on Form 8-K filed June
               9, 1999, file number 000-27646).

          27   Financial Data Schedule

                                                                              20
<PAGE>
     B.   REPORTS ON FORM 8-K

          On April 5,  1999,  the  Company  filed a  Current  Report on Form 8-K
     regarding  a  potential  investment  in the  Company.  The  Current  Report
     provided  the details of a press  release  entitled  "Gum Tech  Arranges $6
     Million in Financing from Citadel Investment Group."

          On June 9,  1999,  the  Company  filed a  Current  Report  on Form 8-K
     regarding a June 2, 1999  transaction  pursuant to which the Company issued
     2,000 shares of its Series A Preferred  Stock and  $4,000,000  in aggregate
     principal  amount of its 8% Senior  Secured  Notes,  and  granted  warrants
     representing  the right to receive  300,000 shares of its common stock in a
     private placement to institutional investors. The Company estimates the net
     proceeds of the offering,  after expenses,  was  approximately  $5,571,000.
     Pursuant to a Registration Rights Agreement, the Company prepared and filed
     with the  Securities  and  Exchange  Commission  a  registration  statement
     covering the resale of the shares of Common Stock issuable  pursuant to the
     terms of the Series A Preferred  Stock, the 8% Senior Secured Notes and the
     Warrants.

                                   SIGNATURES

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


                                                    Gum Tech International, Inc.


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

                                                    /s/ William J. Hemelt
                                                    ----------------------------
                                                               William J. Hemelt
                                                        Chief Financial Officer,
                                                           Treasurer & Secretary


                                                                 August 16, 1999

                                                                              21