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 September 30, 1996

                                       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 4,896,740 shares of the  registrant's  common stock, no par value
outstanding as of September 30, 1996.


<PAGE>

                          GUM TECH INTERNATIONAL, INC.
                                   FORM 10-QSB
                                      INDEX

Part I   Financial Information                                          Page

         Item 1.   Condensed Balance Sheet as of
                   September 30, 1996                                     1

                   Condensed Statements of Operations
                   for the three months ended September 30, 1996
                   and 1995                                               3

                   Condensed Statements of Operations
                   for the nine months ended September 30, 1996
                   and 1995                                               4

                   Condensed Statements of Cash Flows
                   for the nine months ended September 30, 1996
                   and 1995                                               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                                 12


<PAGE>



                              GUM TECH INTERNATIONAL, INC.
                                CONDENSED BALANCE SHEET
                                   September 30, 1996
                                      (Unaudited)

                                         ASSETS

Current Assets:
  Cash and cash equivalents                                 $ 1,992,093
  Accounts receivable, net of allowance
    for doubtful accounts of $10,567                            631,879
  Inventories                                                 1,459,319
  Deferred income taxes                                         215,412
  Prepaid expenses and other                                    104,729
                                                            -----------

        Total Current Assets                                  4,403,432
                                                            -----------
Property and Equipment, at cost:
   Machinery and production equipment                         3,171,069
   Office furniture and equipment                                97,716
   Leasehold improvements                                       190,526
                                                            -----------

   Total Property and Equipment                               3,459,511

   Less accumulated depreciation                               (337,720)
                                                            -----------

        Net Property and Equipment                            3,121,791
                                                            -----------
Other Assets:
   Deposits                                                     296,028
   Notes receivable                                             336,652
   Restricted Cash                                              103,908
   Other                                                        158,012
                                                            -----------

        Total Other Assets                                      894,600
                                                            -----------

        Total Assets                                        $ 8,419,823
                                                            ===========

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


                                       1

<PAGE>

                              GUM TECH INTERNATIONAL, INC.
                                CONDENSED BALANCE SHEET
                                   September 30, 1996
                                      (Continued)
                                      (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts Payable                                         $   306,241   
   Current portion of long-term debt                            210,253
                                                            -----------
 
        Total Current Liabilities                               516,494
                                                            -----------

Long Term Debt, net of current portion above:
   Equipment Lease Obligations                                1,553,756
                                                            -----------

        Total Long Term Debt                                  1,553,756
                                                            -----------

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, 4,896,740 shares
     issued and outstanding                                   7,881,060
   Retained Earnings                                         (1,531,487)
                                                            -----------

        Total Stockholders' Equity                            6,349,573
                                                            -----------

       Total Liabilities and Stockholders' Equity           $ 8,419,823
                                                            ===========


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

                                       2
<PAGE>

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

                                               Three months ended September 30,
                                               --------------------------------
                                                  1996               1995
                                               --------------------------------

Net Sales                                      $    396,757        $1,577,717

Cost of Sales                                       291,153           681,501
                                               ------------        ----------

        Gross Profit                                105,604           896,216 

Operating Expenses                                1,605,487           281,808  
Research and Development                            144,551            28,630
                                               ------------        ----------

        Income (Loss) From Operations            (1,644,434)          585,778
Other Income (Expense):
   Interest and Other Income                         27,714             5,761
   Interest Expense                                 (41,816)          (35,587)
                                               ------------        ----------

        Total Other Income (Expense)                (14,102)          (29,826)
                                               ------------        ----------

Income (Loss) Before Provision
   For Income Taxes                              (1,658,536)          555,952
  
Provision for income taxes                               --           152,418
                                               ------------        ----------
Net Income (Loss)                              $ (1,658,536)       $  403,534
                                               ============        ==========

Net Income (Loss) Per Share of Common Stock:
  Primary:
    Weighted Average Number of
     Common Shares Outstanding                    4,879,566         4,392,658
                                               ============        ==========
    Net Income (Loss) Per Share
     of Common Stock                           $      (0.34)       $     0.09
                                               ============        ==========

  Diluted:
    Weighted Average Number of
     Common Shares Outstanding                    4,879,566         4,392,658
                                               ============        ==========
    Net Income (Loss) Per Share
     of Common Stock                           $      (0.34)       $     0.09
                                               ============        ==========


                  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)

                                                         Nine months ended September 30,
                                                         -------------------------------
                                                             1996               1995
                                                         -------------------------------

<S>                                                      <C>                 <C>        
Net Sales                                                $ 2,441,288         $ 3,310,542
Cost of Sales                                              1,360,985           1,649,261
                                                         -----------         -----------
 
        Gross Profit                                       1,080,303           1,661,281

Operating Expenses                                         3,229,902             634,006
Research and Development                                     195,324              41,022
                                                         -----------         -----------

        Income (Loss) From Operations                     (2,344,923)            986,253
                                                         -----------         -----------
Other Income (Expense):
  Interest and Other Income                                   73,447              32,221
  Interest Expense                                          (179,427)            (61,003)
                                                         -----------         -----------

        Total Other Income (Expense)                        (105,980)            (28,782)
                                                         -----------         -----------

Income (Loss) Before Provision For Income Taxes           (2,450,903)            957,471

Provision for income taxes                                  (213,343)            295,424
                                                         -----------         -----------

Net Income (Loss)                                        $(2,237,560)        $   662,047
                                                         ===========         ===========
               
Net Income (Loss) Per Share of Common Stock:
  Primary:
   Weighted Average Number
   of Common Shares Outstanding                            4,278,128           4,392,658
                                                         ===========         ===========
   Net Income (Loss) Per Share of Common Stock           $     (0.52)        $      0.15
                                                         ===========         ===========

Diluted:
   Weighted Average Number
    of Common Shares Outstanding                           4,278,128           4,392,658
                                                         ===========         ===========
   Net Income (Loss) Per Share of Common Stock           $     (0.52)        $      0.15
                                                         ===========         ===========


</TABLE>


                  The accompanying notes are in integral part
                     of these condensed financial statement.

                                       4



<PAGE>
<TABLE>
<CAPTION>

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

                                                           Nine months ended September 30,
                                                          --------------------------------
                                                              1996                 1995
                                                          ------------         -----------
<S>                                                       <C>                   <C>   
Cash Flows From Operating Activities:
  Net income (loss)                                       $(2,237,560)         $   662,047
  Adjustments to reconcile net income (loss)
   to net cash (used) by operating activities:
     Depreciation                                             317,446               7,310
     Deferred income taxes                                   (215,412)                 --
     Changes in assets and liabilities:
     (Increase) Decrease in accounts receivable               303,452            (704,596)
     (Increase) in interest  receivable                       (20,652)             (1,759)
     (Increase) in inventories                               (560,654)           (543,684)
     (Increase) in prepaid expenses and other                 (60,241)            (17,616)
     (Increase) in deposits and other                        (120,049)            (93,109)
     Increase (Decrease) in accounts payable                             
       and accrued expenses                                  (337,914)            177,811
     Increase (Decrease) in customer deposits                 (36,959)             71,499
                                                           ----------          ----------

     Net Cash (Used) By Operating Activities               (2,968,543)           (442,097)

Cash Flows From Investing Activities:
     Capital expenditures                                    (648,339)           (221,132)
     Deposits on purchases of equipment                            --            (869,834)
     Increase in notes receivable                            (216,000)           (100,000)
     Receipt of principal on notes receivable                      --             100,000
                                                           ----------          ----------

     Net Cash (Used) By Investing Activities                 (864,339)          1,090,966)
                                                           ----------          ----------
Cash Flows From Financing Activities:
     Proceeds from borrowing                                  706,397           1,900,000
     Principal payments on notes payable                   (2,536,942)            (41,742)
     Issuance of common stock                               8,430,000             756,000
     Cash dividends                                                --             (37,449)
     Offering costs incurred                               (1,277,807)           (184,311)
                                                           ----------          ----------

     Net Cash Provided By Financing Activities              5,321,648           2,392,498
                                                           ----------          ----------
 
     Net Increase in Cash and Cash Equivalents              1,488,766             859,435

     Cash and Cash Equivalents at Beginning of Period         503,327              25,231
                                                           ----------          ----------
  
     Cash and Cash Equivalents at End of Period            $1,992,093          $  884,666
                                                           ==========          ==========

Supplemental Disclosure of Cash Flow Information:
  
     Cash paid during the period for:
         Interest                                          $  286,790          $    1,617
         Income taxes                                          23,165             197,809


Supplemental Disclosure of Non Cash
     Investing and Financing Activities:                   
     Capital lease obligation incurred for new equipment   $1,194,554          $       --


                  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 nine months ended
     September 30, 1996 are not necessarily  indicative of results of operations
     that  may be  expected  for  the  year  ending  December  31,  1996.  It is
     recommended  that this  financial  information  be read  with the  complete
     financial  statements included in the Company's  Prospectus dated April 24,
     1996 previously filed with the Securities and Exchange Commission.

     

2.   Net income (loss) per share of common stock is computed  using the weighted
     average  number of common shares and common share  equivalents  outstanding
     during  the  periods  presented.   Common  share  equivalents  result  from
     outstanding options and warrants to purchase common stock.  Pursuant to the
     requirements  of the  Securities  and Exchange  Commission,  common  shares
     issued by the Company  during the twelve months  immediately  preceding the
     initial public offering,  plus the number of shares usable upon exercise of
     stock  options  granted  during  this  period,  have been  included  in the
     calculation  of the shares used in computing net income (loss) per share as
     if they were  outstanding  for all periods  presented  (using the  treasury
     stock  method  and the  estimated  public  offering  price  in  calculating
     equivalent shares).

                                       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 24 employees  and is expected by the end of 1996 to produce most of
the Company's chewing gum products.

     The  Company  distributes  its  products  to more  than 75  percent  of the
nation's top drugstore chains,  including Walgreens,  Osco, Thrifty,  Sav-On and
Payless.  The Company also has a strong nationwide position in convenience-store
chains and health food  stores and has  entered  major  supermarket  chains.  In
addition,  the Company is  increasing  distribution  and further  expanding  its
presence in international markets, including Europe and the Far East.

Results of Operations for the Three Months Ended  September 30, 1996 Compared to
the Three Months Ended September 30, 1995

     Net Sales.  Net sales  decreased by  $1,180,960 or 75%, to $396,757 for the
three months  ended  September  30, 1996  compared to  $1,577,717  for the three
months  ended  September  30,  1995.  The  decrease in sales was a result of the
Company's two largest  distributors in 1995 not making any purchases  during the
quarter.

     Cost of Sales.  Cost of sales,  as a percentage of sales,  increased 30% to
$291,154 or 73% of net sales for the three  months  ended  September  30,  1996,
compared  to  $681,501  or 43% of net  sales for the same  period  in 1995.  The
primary reason for the increase was the  manufacturing  plant was operating at a
minimal capacity which resulted in a higher cost per pound of gum.

     Gross Profit.  Gross profit, as a percentage of sales,  decreased by 30% to
$105,604 or 27% of net sales for the three  months  ended  September  30,  1996,
compared to $896,216 or 57% of net sales for the same period in 1995.

     Operating  Expenses.  Operating  expenses  were  $1,605,487  an increase of
$1,323,679  for the three months ended  September  30, 1996 compared to the same
period in 1995. Approximately $461,131 of these operating expenses were directly
attributable  to the  operations of the  manufacturing  plant (See table below).
Moreover,  because the  manufacturing  facility  continues  to operate at only a
small  percentage  of its capacity,  revenues were not  sufficient to offset the
manufacturing   operating  expenses.   Factors   contributing  to  increases  in
non-manufacturing  operating  expenses were related to  advertising  ($549,672),
labor ($169,698),  professional fees for legal, accounting,  art/production, and
general consulting  ($158,725),  insurance  ($75,194),  and infomercial expenses
($193,314).

                                       7
<PAGE>
                  

The following table sets forth certain  expenses  related only to the operations
of the Company's manufacturing facility:

         Depreciation Expense                                   $122,919
         Rent                                                     32,664
         Utilities                                                23,073
         Insurance                                                31,207
         Maintenance & Repairs                                    15,683
         Labor                                                   143,558
         Interest Expense and Taxes on Equipment                  48,425
         Other Expenses                                           43,602
                                                                  ------
         Total                                                  $461,131

     Research  and  Development.  Research  and  development  expenditures  were
$144,551 for the three months ended September 30, 1996,  compared to $28,630 for
the same period in 1995.  The majority of these costs,  approximately  84%, were
related to the write-offs of various gums used in the debugging, testing and the
production scale-up of new products.

     Interest and Other Income and Interest  Expense.  Interest and other income
was  $27,714,  an  increase of $21,953  primarily  as a result of an increase in
working  capital  from  equity  financings  that  were  invested  in  short-term
investments.  Interest expense was $41,816,  an increase of $6,229 for the three
months  ended  September  30, 1996  compared  to the same  period in 1995.  This
increase was a result of the Company  issuing $2.4 million of debt securities in
1995.  Proceeds  from  the  loans  were  used to pay  deposits  on  chewing  gum
manufacturing  equipment,  to build  inventories of new products,  for marketing
expenses and working capital. Proceeds from the Offering were used to retire the
debt in early May,  1996.  In January,  1996,  the Company  entered into a $1.85
million  equipment  financing  agreement with Textron  Financial  Corporation in
December, 1995.

     Net Income. Net income decreased to ($1,658,536) for the three months ended
September  30, 1996  compared to $403,534 for the same period in 1995.  The loss
incurred in this period was primarily due to increased  operating expenses and a
decrease in net sales.

Results of Operations  for the Nine Months Ended  September 30, 1996 Compared to
the Nine Months Ended September 30, 1995

     Net Sales.  Net sales decreased by $869,254,  or 26%, to $2,441,288 for the
nine months ended  September 30, 1996 compared to $3,310,542 for the nine months
ended September 30, 1995.

     Cost of Sales.  Cost of sales,  as a percentage  of sales,  increased 6% to
$1,360,985  or 56% of net sales for the nine months  ended  September  30, 1996,
compared  to  $1,649,261  or 50% of net sales for the same  period in 1995.  The
primary reason for the increase was the  manufacturing  plant has been operating
at a minimal capacity which has resulted in a higher cost per pound of gum.


                                       8

<PAGE>


     Gross Profit.  Gross profit,  as a percentage of sales,  decreased by 6% to
$1,080,303  or 44% of net sales for the nine months  ended  September  30, 1996,
compared to $1,661,281 or 50% of net sales for the same period in 1995.

     Operating  Expenses.  Operating  expenses were  $3,299,902,  an increase of
$2,595,896  for the nine months ended  September 30, 1996,  compared to the same
period  in 1995.  Approximately  $1,182,235  of these  operating  expenses  were
directly   attributable  to  the  operations  of  the  manufacturing  plant.  No
manufacturing  expenses  were  incurred for the nine months ended  September 30,
1995 as the Company had not yet commenced  manufacturing  operations.  Moreover,
because  the  manufacturing  facility  continues  to  operate  at  only a  small
percentage  of  its  capacity,  revenues  were  not  sufficient  to  offset  the
manufacturing  operating  expenses.  Factors  contributing  to  an  increase  in
non-manufacturing  operating  expenses were related to  advertising  ($869,197),
labor ($484,358),  professional fees for legal, accounting,  art/production, and
general consulting  ($326,448),  insurance ($157,192),  and infomercial expenses
($193,314).

     Research  and  Development.  Research  and  development  expenditures  were
$195,324 for the nine months ended  September 30, 1996,  compared to $41,022 for
the same  period in 1995.  The  majority  of these  costs  were  related  to the
write-offs  of  various  gums  used  in the  debugging  and  testing  of the new
manufacturing  equipment,  the development  and production  scale-up of the Jack
Lalanne product line, DentaHealth,  Vita A-C-E and Repose and the development of
three "over the counter" products and various private label products.

     Interest and Other Income and Interest  Expense.  Interest and other income
was  $73,447,  an  increase of $41,226  primarily  as a result of an increase in
working  capital  from  equity  financings  that  were  invested  in  short-term
investments. Interest expense was $179,427, an increase of $118,424 for the nine
months  ended  September  30, 1996  compared  to the same  period in 1995.  This
increase was a result of the Company issuing $2.4 million of debt securities and
equipment  financing for the manufacturing  plant.  Proceeds from the loans were
used  to  pay  deposits  on  chewing  gum  manufacturing   equipment,  to  build
inventories  of new products,  for  marketing  expenses and working  capital.  .
Proceeds from the Offering  were used to retire the debt in early May,  1996. In
January,  1996,  the Company  entered into a $1.85 million  equipment  financing
agreement with Textron Financial Corporation for the Company's gum manufacturing
equipment.

     Net Income.  Net income decreased to ($2,237,560) for the nine months ended
September  30, 1996  compared to $662,047 for the same period in 1995.  The loss
incurred in this period was primarily due to an increase in operating expenses.

Liquidity and Capital Resources

     As of September 30, 1996,  the Company's  working  capital was $4.0 million
compared to $2.4  million at  September  30,  1995.  For the nine  months  ended
September  30,  1996,  the Company  experienced  a decrease in cash  provided by
operating  activities  of  $2,968,543  primarily  as a result of an  increase in
operating  expenses and  inventories.  The  increase in  inventory  was directly
related to the build-up of new product  finished goods and raw materials for the
manufacturing plant.


                                       9
<PAGE>
                  

     Investing  activities  consumed  $864,339  in  cash  for  the  nine  months
September 30, 1996 compared to $1,090,966 of cash consumed in the same period of
1995. This was primarily from equipment  purchased to start up the manufacturing
plant in Phoenix, Arizona and loans provided to three company officers.

     Financing  activities provided $5,321,648 in cash for the nine months ended
September  30, 1996  compared to $2,392,498 in cash for the same period in 1995.
This  increase  in cash was  primarily  a  result  of the  Company  successfully
completing its initial public  offering of 400,000 units (each unit consisted of
three  shares  of no par value  common  stock and one  redeemable  common  stock
purchase  warrant)  for gross  proceeds of $7.2  million on April 24,  1996.  In
addition,  the Underwriter  exercised their Overallotment Option of 60,000 units
and the Company  received  gross  proceeds of $1.08 million on May 24, 1996. The
Company  paid $1.45  million in  commissions,  underwriter's  expenses and other
costs related to the Offering. The Company used $2.57 million from this Offering
to repay its debt securities provided by stockholders in 1995.

     Also,  Textron Financial  Corporation  provided financing for the Company's
gum manufacturing equipment. The Company entered into a six-year equipment lease
agreement with Textron in December  1995.  Textron  funded  approximately  $1.85
million of gum  manufacturing  equipment.  Monthly lease  payments  commenced in
January 1996.

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  believes  its new  manufacturing  facility  will  continue to
operate at levels significantly below capacity through the end of 1996.

     During the third  quarter,  the  Company  agreed to  manufacture,  sell and
distribute a chewing gum product  containing  the hormone  DHEA,  to be marketed
under the Body Ammo brand. The product will be widely available at leading drug,
grocery  and  health  food  stores.  Body  Ammo is a  leader  in  DHEA  products
nationwide.  The Company  will also sell and  distribute  Body Ammo's other DHEA
products,  which  include a skin cream,  an  antioxidant  product and a bone and
joint formula.

     The Company's  international  sales received  another boost after the third
quarter ended.  The Company's  Japanese  distributor of CitrusSlim has agreed to
introduce the DentaHealth product into that country.

     In November,  the Company expects to run a series of 750 short infomercials
to be aired  nationwide.  The  campaign,  along  with print  advertising  direct
response is  expected to help  significantly  boost  retail  sales in the fourth
quarter.

     The Company is  continuing  ongoing  discussions  with various  major brand
companies  concerning  products which the Company can manufacture and/or co-pack
using  its  "over-the-counter"  capabilities.  The  manufacturing  facility  was
"over-the-counter" ready in late September, 1996.

     The Company's  future results of operations  and the other forward  looking
statements contained in this document, 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

                                       10

<PAGE>
                  

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.










                                       11









<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 August 15, 1996, in
connection  with  Gerald  N. Kern  joining  the  company  in the  capacities  of
President  and  Chief  Executive  Officer,  pursuant  to a 16  month  employment
agreement,  which calls for a salary of  $150,000,  options to  purchase  50,000
shares of common  stock at $6.00 per share and a one year  employment  extention
(through December 31, 1998) at the option of the Company.








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<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
authorize


Gum Tech International, Inc.



 /s/ Gerald N. Kern
---------------------------
Gerald N. Kern
Chief Executive Officer and
President

 /s/ Jeffrey L. Bouchy
---------------------------
Jeffrey L. Bouchy
Chief Financial Officer


November 14, 1996




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