WASATCH PHARMACEUTICAL INC
8-K/A, 1998-05-29
PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                     AMENDED
                                    FORM 8-K



                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


     Date of Report: May 29, 1998
`                    to amend 8-K filed March 10, 1998


                          WASATCH PHARMACEUTICAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

      UTAH                           000-22899                  84-0854009
- -----------------------------  ------------------------   --------------------
(State or other jurisdiction   (Commission File Number)   (IRS Employer ID No.)
 of incorporation)


                    714 East 7200 South, Midvale, Utah 84047
               ---------------------------------------------------
                     (Address of principal executive office)


Registrant's telephone number, including area code:   (801)  566-9688
                                                        

                                       N/A
    ------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

                  ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS


Summary

         On February 23, 1998, Wasatch Pharmaceutical,  Inc., a Utah corporation
(the "Company"),  entered into an agreement (the  "Agreement")  with Mountaineer
Gas Transmission, Inc., a Nevada corporation,  registered to do business in West
Virginia ("Mountaineer"), wherein the Company exchanged its 25% working interest
in 50 gas wells located in Pleasants, Wood, and Ritchie Counties, West Virginia.
In connection with the exchange of the working  interest with  Mountaineer,  the
Company  received  1,800,000  shares of  restricted  common stock of the Company
which was returned to the treasury and canceled.

         The  Company  had  entered  into the  purchase  of  these 50 gas  wells
November 20, 1996 in an effort to enhance its cash flows. The cash flows did not
come as expected and the Company  determined  that an  investment in the oil and
gas  business  did not fit in with its long  term  strategy  of  setting  up and
operating medical skin care clinics.

AMENDMENT

         Due to the sale of this  asset,  Wasatch no longer has  sufficient  net
tangible  assets to preclude  it from being  characterized  as a "penny  stock".
Therefore,  pursuant  to SEC Rule  3a51-1,  the  common  stock of Wasatch is now
defined and considered a "penny stock".


ITEM 5   OTHER EVENTS

         Due to the sale of this  asset,  Wasatch no longer has  sufficient  net
tangible  assets to  prevent  it from being  characterized  as a "penny  stock".
Therefore,  pursuant  to SEC Rule  3a51-1,  the  common  stock of Wasatch is now
defined and considered a "penny stock".


<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.

                                                 WASATCH PHARMACEUTICAL, INC.


Date:   May 29, 1998                              /s/  David K. Giles
                                                  --------------------------
                                                  David K. Giles, Secretary



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