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 MARCH 31, 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  7,273,087  shares of the  registrant's  common  stock,  no par value
outstanding as of May 5, 1999.
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                                   FORM 10-QSB
                                      INDEX

Part I   Financial Information                                            Page

         Item 1. Condensed Balance Sheet as of
                 March 31, 1999                                             1

                 Condensed Statements of Operations
                 for the three months ended March 31, 1999
                 and 1998                                                   3

                 Condensed Statements of Cash Flows
                 for the three months ended March 31, 1999
                 and 1998                                                   4

                 Notes to Condensed Financial Statements                    5

         Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of Operations              6

Part II  Other Information and Signatures                                   9

         Item 1. Legal Proceedings                                         12

         Item 5. Other Information                                         12

         Item 6. Exhibits and Reports on Form 8-K                          13

         Signatures                                                        14
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                          GUM TECH INTERNATIONAL, INC.
                             CONDENSED BALANCE SHEET
                                 MARCH 31, 1999
                                   (Unaudited)

                                     ASSETS

Current Assets:
  Cash and cash equivalents                                         $   246,264
  Restricted cash                                                        20,286
  Accounts receivable, net of allowance for
    doubtful accounts of $35,284                                      2,024,971
  Inventories                                                         1,585,767
  Prepaid expenses and other                                             60,606
                                                                    -----------

    Total Current Assets                                              3,937,894
                                                                    -----------

Property and Equipment, at cost:
  Machinery and production equipment                                  4,391,897
  Office furniture and equipment                                        238,919
  Leasehold improvements                                                364,593
                                                                    -----------

  Total Property and Equipment                                        4,995,409

  Less accumulated depreciation                                      (1,409,018)
                                                                    -----------

    Net Property and Equipment                                        3,586,391
                                                                    -----------

Other Assets:
  Intangible assets, net of accumulated
    amortization of $198,179                                             73,202
  Deposits and other                                                    513,593
                                                                    -----------

    Total Other Assets                                                  586,795
                                                                    -----------

    Total Assets                                                    $ 8,111,080
                                                                    ===========

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

                                       1
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                             CONDENSED BALANCE SHEET
                                 MARCH 31, 1999
                                   (Continued)
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities:
    Accounts payable                                               $  1,077,668
    Accrued interest                                                     38,738
    Customer deposits                                                    48,167
    Reserve for customer returns                                        116,790
    Current portion of long-term debt                                   390,622
                                                                   ------------

      Total Current Liabilities                                       1,671,985
                                                                   ------------

Long Term Debt, net of current portion above:
    Financial institutions and other                                  2,147,087
    Obligations under capital leases                                     21,807
    Less current portion above                                         (390,622)
                                                                   ------------

      Total Long Term Debt                                            1,778,272
                                                                   ------------

Commitments and Contingencies                                                --

Stockholders' Equity:
  Preferred stock:  no par value, 1,000,000 shares authorized,
    none issued or outstanding                                               --
  Common stock: no par value, 10,000,000 shares authorized,
  7,144,061 shares issued and outstanding                            16,655,703
  Additional paid in capital                                          2,915,152
  Accumulated deficit                                               (14,910,032)
                                                                   ------------

    Total Stockholders' Equity                                        4,660,823
                                                                   ------------

    Total Liabilities and Stockholders' Equity                     $  8,111,080
                                                                   ============

                 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 March 31,
                                                    ----------------------------
                                                         1999          1998
                                                     -----------    -----------

Net sales                                            $ 2,445,556    $ 1,104,431

Cost of sales                                          1,840,879        789,828
                                                     -----------    -----------

    Gross Profit                                         604,677        314,603

Operating expenses                                       951,171      3,269,269
Research and development                                 119,769        114,471
                                                     -----------    -----------

    Income  (Loss) From Operations                      (466,263)    (3,069,137)
                                                     -----------    -----------

Other Income (Expense):
  Interest and other income                                8,769         42,808
  Interest expense                                      (110,154)      (123,926)
                                                     -----------    -----------

    Total Other Income (Expense)                        (101,385)       (81,118)
                                                     -----------    -----------

Income (Loss) Before Provision For Income Taxes         (567,648)    (3,150,255)

Provision (benefit) for income taxes                          --             --
                                                     -----------    -----------

Net Income (Loss)                                    $  (567,648)   $(3,150,255)
                                                     ===========    ===========

Net Income (Loss) Per Share of Common Stock:
  Basic:
    Weighted Average Number of Common Shares
      Outstanding                                      6,999,928      5,857,571
                                                     ===========    ===========
    Net Income (Loss) Per Share of Common Stock      $     (0.08)   $     (0.54)
                                                     ===========    ===========

  Diluted:
    Weighted Average Number of Common Shares
      Outstanding                                      6,999,928      5,857,571
                                                     ===========    ===========
    Net Income (Loss) Per Share of Common Stock      $     (0.08)   $     (0.54)
                                                     ===========    ===========

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

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

<TABLE>
<CAPTION>
                                                            Three months ended March 31,
                                                             --------------------------
                                                                 1999           1998
                                                             -----------    -----------
<S>                                                          <C>            <C>
Cash Flows From Operating Activities:
  Net income (loss)                                          $  (567,648)   $(3,150,255)
  Adjustments to reconcile net income (loss) to net
    cash (used) by operating activities:
      Depreciation                                               113,676         67,323
      Amortization                                                41,653         13,939
      Compensation from forgiveness of note receivable                --         66,000
      Compensation from issuance of stock options                     --      1,478,750
      Changes in assets and liabilities:
        (Increase) decrease in accounts receivable              (562,332)       248,186
        Decrease in employee receivable                               --         61,054
        Decrease in current portion of notes receivable               --        148,012
        (Increase) decrease in inventories                       310,394        (48,130)
        Decrease in prepaid expenses and other                       245          8,074
        (Increase) decrease in deposits and other               (234,599)        53,313
        Increase (decrease) in accounts payable and
          accrued expenses                                      (235,110)        29,183
        Increase in customer returns and allowances               81,790             --
        Increase in customer deposits                             13,404         34,549
                                                             -----------    -----------
      Net Cash (Used) By Operating Activities                 (1,038,527)      (990,002)
                                                             -----------    -----------

Cash Flows From Investing Activities:
      Capital expenditures                                      (151,840)       (21,780)
                                                             -----------    -----------
      Net Cash (Used) By Financing Activities                   (151,840)       (21,780)
                                                             -----------    -----------

Cash Flows From Financing Activities:
      Principal payments on notes payable                        (91,892)       (80,487)
      Issuance of common stock upon exercise of options
        and warrants                                           1,010,671         36,000
      Debt issuance costs incurred                                    --        (11,733)
                                                             -----------    -----------
      Net Cash Provided (Used) By Financing Activities           918,779        (56,220)
                                                             -----------    -----------
      Net Increase (Decrease) in Cash and Cash Equivalents      (271,588)    (1,068,002)
      Cash and Cash Equivalents at Beginning of Period           517,852      3,607,913
                                                             -----------    -----------
      Cash and Cash Equivalents at End of Period             $   246,264    $ 2,539,911
                                                             ===========    ===========

Supplemental Disclosure of Cash Flow Information:
      Cash paid during the period for:
        Interest                                             $    72,212    $   125,451
        Income taxes                                                  --             --

Supplemental Disclosure of Non Cash Investing and
  Financing Activities:
    Conversion of notes payable into common stock            $   499,995    $        --
</TABLE>

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

                                       4
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The  accompanying  financial  information  of the  Company is  prepared  in
     accordance with the rules prescribed for filing condensed interim financial
     statements and,  accordingly,  does not include all disclosures that may be
     necessary for complete  financial  statements  prepared in accordance  with
     generally accepted  accounting  principles.  The disclosures  presented are
     sufficient,  in  management's  opinion,  to make  the  interim  information
     presented not misleading.  All adjustments,  consisting of normal recurring
     adjustments,  which are necessary so as to make the interim information not
     misleading,  have been made.  Results of  operations  for the three  months
     ended  March  31,  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,  1998,  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 for all periods  presented  and the inclusion of
     stock options and other incremental shares would be antidilutive.  Options,
     warrants and other incremental  shares to purchase  1,371,668 and 2,819,812
     shares of common  stock at March 31, 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.

                                       5
<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 recently announced 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 agreed to provide  $3.5
million of capital to the joint venture.

RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1998

     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 in the first quarter of 1999. For the three
months ended March 31,1999, revenues and expenses for Zicam incurred by Gum Tech
are  included  in Gum Tech's  results of  operations  for the  period.  However,
expenses incurred by Gel Tech Inc. of approximately $75,000 during the period on
behalf of this venture are not reflected.  Pursuant to the operating  agreement,
both parties will be reimbursed by Gel Tech LLC immediately following Gum Tech's
infusion  of capital  into Gel Tech LLC,  for their net  out-of-pocket  expenses
incurred prior to the date of the operating  agreement.  For future periods, Gum
Tech  will be  reporting  financial  results  of Gel Tech LLC on a  consolidated
basis,  but will  identify  certain  information  by its two  business  segments
chewing gum operations and Zicam operations.

                                       6
<PAGE>
     The following  table details certain  financial  information for Gum Tech's
chewing gum operations and Zicam operations for the three months ended March 31,
1999:


                                      Chewing gum       Zicam       Consolidated
                                      -----------     ---------     ------------
Net sales                             $ 2,077,464     $ 368,092     $ 2,445,556
Cost of sales                           1,661,193       179,686       1,840,879
                                      -----------     ---------     -----------
Gross profit                              416,271       188,406         604,677
                                                                        
Operating expenses                        622,562       328,609         951,171
Research and development                  119,769             0         119,769
                                      -----------     ---------     -----------
Income (Loss) from operations            (326,060)     (140,203)       (466,263)
Interest and other income                   8,769             0           8,769
Interest expense                          110,154             0         110,154
                                      -----------     ---------     -----------
Net income (loss)                     $  (427,445)    $(140,203)    $  (567,648)
                                      ===========     =========     ===========

Net Assets                            $ 7,862,553     $ 248,727     $ 8,111,080
                                      ===========     =========     ===========

     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 March 31,
                                   ---------------------------------------------
                                           1999                    1998
                                   --------------------    ---------------------
Net sales                          $ 2,077,464     100%    $ 1,104,431     100%
Cost of sales                        1,661,193      80         789,828      72
                                   -----------     ---     -----------    ----
Gross profit                           416,271      20         314,603      28
Operating expenses                     622,562      30       3,269,269     296
Research and development               119,769       6         114,471      10
                                   -----------     ---     -----------    ----
Income (Loss) from operations         (326,060)    (16)     (3,069,137)   (278)
Interest and other income                8,769      --          42,808       4
Interest expense                       110,154       5         123,926      11
Provision (benefit) for income
  taxes                                     --      --              --      --
                                   -----------     ---     -----------    ----
Net income (loss)                  $  (427,445)    (21)%   $(3,150,255)   (285)%
                                   ===========     ===     ===========    ====

     NET SALES. Net sales increased to approximately  $2.1 million for the three
months  ended  March 31,  1999,  or 88% above  the  prior  year's  level of $1.1
million.  The majority of gum sales in the first  quarter were  attributable  to
sales of Accutrim(TM),  Chooz(R) and Aspergum(R) to Heritage Consumer  Products,
dental gum for two Ranir/DCP  private label  customers,  Breath Asure Dental Gum
(TM) , and several  different gum products for PharmaGreen Ltd.  Principal sales
in the  1998  period  were  attributable  to sales of  energy  and diet  gums to
Herbalife and retail sales of Cigarest, a smoking cessation product.

                                       7
<PAGE>
     COST OF  SALES.  Cost of sales  increased  to  approximately  $1.7  million
principally reflecting the higher level of sales.

     GROSS PROFIT. Gross profit increased by approximately $100,000 in 1999 over
the prior year due to the increase in sales. The increase was reduced in part by
a reduced  profit margin  realized on the products sold in 1999 versus the prior
year. Sales in the first quarter of 1998 included a substantial  amount of sales
of Cigarest gum which were sold at relatively higher retail profit margins.

     OPERATING EXPENSES. Operating expenses were approximately $623,000, or $2.6
million below the prior year's  level.  The 1998 period  included  approximately
$2.1 million of one-time expenses  associated with the extension of options to a
former   board  member  and   severance   costs   associated   with  Gum  Tech's
re-structuring in early 1998.  Adjusting for these two items, 1998 expenses were
$1.19  million.  The  $568,000  decrease  in 1999 from this  level of expense is
largely   attributable  to  decreases  in  marketing  and  advertising  expenses
associated with the aforementioned change in corporate strategy.

     INTEREST AND OTHER  INCOME.  Interest and other income  decreased  due to a
lower level of cash balances.

     INTEREST  EXPENSE.  Interest  expense for the first  quarter was  $110,000,
approximately  $13,000  below the 1998 level due to a reduction in the amount of
debt  outstanding.  The  decrease in interest for the first three months of 1999
was offset in part by the conversion into common stock of approximately $500,000
of Gum Tech's  convertible debt,  resulting in an accelerated  expensing of debt
issuance costs of $32,000.

     NET INCOME (LOSS). Net loss for the 1999 period was approximately $427,000.
Exclusive of the one- time operating expense items in 1998 noted above, the loss
in 1998 was  $1,072,000.  The  improvement  in net loss is  attributable  to the
increase in sales and decreased operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31,  1999 Gum Tech's  working  capital was  approximately  $2.3
million  compared to $2.2 million at December 31, 1998.  During the period,  Gum
Tech  experienced  a  decrease  in cash  used by  operating  activities  of $1.0
million.  Of this decrease,  approximately  $400,000 was attributable to the net
loss incurred for the period, $370,000 in losses and start-up costs of Zicam and
a $200,000 reduction in accounts payable.

     Investing  activities  consumed $152,000 of cash for the three months ended
March 31, 1999 compared to $22,000 of cash used in the same period in 1998.  The
amount  for 1999  reflects  capital  expenditures  incurred  for the  continuing
improvement and expansion of Gum Tech's gum production capability.

                                       8
<PAGE>
     Financing activities provided  approximately $900,000 in cash for the three
months ended March 31, 1999  compared to a small  amount used in 1998.  The 1999
amount  largely  reflects  cash  received  through the  exercise of common stock
options and warrants in the period.

     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. To date,  Gum Tech has not borrowed  under this  facility,  and may
cancel the facility,  at any time,  without penalty.  Gum Tech intends to cancel
this  facility if the financing  arrangement  with Citadel  Investment  Group is
completed.

     On March 30, 1999,  Gum Tech announced that it had entered into a letter of
intent with Citadel  Investment  Group L.L.C.  for $6 million of combined senior
debt and  preferred  equity.  The  letter of intent  provides  that Gum Tech may
redeem the debt and repurchase the preferred stock with common stock rather than
cash, at Gum Tech's option,  within the next two years.  The primary  purpose of
the private  placement is to raise funds to finance the initial  development and
operations  of Gel Tech LLC.  The proposed  private  placement is subject to the
negotiation  and  delivery  of  a  definitive  purchase  agreement  and  related
documents and the completion of satisfactory due diligence by the purchaser.  As
a result,  there can be no assurance that Gum Tech will be able to  successfully
complete this proposed private placement or that the principal terms will not be
materially  different then outlined above.  The securities to be offered in this
proposed  private  placement will not be registered  under the Securities Act of
1933 and may not be offered or sold in the United States absent  registration or
an applicable exemption from registration requirements.

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
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

                                       9
<PAGE>
acceptance for or  uncertainties  concerning the efficacy of Zicam, a failure to
complete  the  proposed  financing  with  Citadel,  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.

DATA PROCESSING AND TECHNOLOGY AND YEAR 2000

     Gum Tech recognizes the potential business impacts related to the Year 2000
computer  system  issue and has  implemented  a plan to assess and  improve  the
Company's state of readiness with respect to such issues. The "Year 2000 issues"
refers to the risk that systems,  products,  and equipment having date-sensitive
components  will not recognize  dates after  December 31, 1999.  These risks are
derived   predominantly   from  the  fact  that  many  software   programs  have
historically  categorized the "year" in a two-digit format.  The Year 2000 issue
creates  potential  risks  for  Gum  Tech  in  it  information   technology  and
non-information  technology  systems used in its business  operations.  Gum Tech
also may be exposed to risks from  third  parties  with whom Gum Tech  interacts
that fail to adequately address their own Year 2000 issue.

     In recognition of the Year 2000 issue, Gum Tech has started a comprehensive
review of all information technology and non-information technology systems that
it uses.  This review includes  testing and analysis of third parties  supplying
information technology and non-information technology systems, computer hardware
and software products and components, and other equipment to Gum Tech.

     As a result of its review to date, Gum Tech has determined  that certain of
its internal  software  systems may be inadequate for its future business needs,
and may need to be updated,  because of various  considerations,  including Year
2000 non-compliance. Gum Tech expects to make necessary modifications or changes
to its computer information systems, related to Year 2000 non-compliance,  prior
to the Year 2000.  Gum Tech  believes the costs of  modification  to the current
information  technology systems will not have a material affect on its financial
position or results of operations.

     At this time, Gum Tech has not developed Year 2000 contingency plans, other
than the review and remedial actions  described above, and does not intend to do
so unless the  Company  believes  such plans are  merited by the  results of its
continuing Year 2000 review.

                                       10
<PAGE>

     If Gum Tech or the third  parties with which it has  relationships  were to
cease or not successfully  complete their Year 2000  re-mediation  efforts,  Gum
Tech could  encounter  disruptions  to its  business  that could have a material
adverse  effect on its business,  financial  position and results of operations.
Gum Tech also could be materially and adversely impacted by widespread  economic
or financial market disruption caused by Year 2000 computer system failures.

                                       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.  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 is claiming  damages of over  $80,000,  in addition to seeking
treble damages permitted under the Fair Labor Standards Act. Gum Tech denies all
allegations and intends to vigorously defend the suit.

     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.

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

                                       12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     A.  Exhibits

           3.1      Amended and  Restated  Articles of  Incorporation  of the
                    Company, dated March 24, 1995 (incorporated by reference
                    to Exhibit 3.01 to Registrant's Registration Statement on
                    Form SB-2, file number 333-870)

           3.2      Articles of Amendment of the Company, dated July 17, 1998.

           3.3      Amended Bylaws of the Company (incorporated by reference to
                    Exhibit 3.02 to Registrant's Registration Statement on
                    Form SB-2, file number 333-870)

           3.4      Amended Bylaws of the Company, dated April 24, 1998.

           10.1     Operating Agreement of Gel Tech, L.L.C.

           27       Financial Data Schedule

           99.1     Press Release relating to Gel Tech, L.L.C. Operating
                    Agreement dated May 6, 1999

      B.  Reports on Form 8-K

          None

                                       13
<PAGE>
                                   SIGNATURES


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


                                                    Gum Tech International, Inc.

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

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


May 15, 1999

                                       14