U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington,  D.C.  20549
                                   Form  10-KSB


(Mark  One)
  X  Annual report under  section  13 or 15(d) of the Securities Exchange Act of
1934  for  the  fiscal  year  ended  October  31,  2000.

Commission  File  No:   33-26616

                              GUMP  &  COMPANY,  INC.
                      (Name of small business in its charter)


               Delaware                                   75-2256798
      (State or other jurisdiction                       (IRS Employer
           of Incorporation)                           Identification No.)


        192 Searidge Court
          Shell Beach, CA                                  93449
       (Address of Principal                             (Zip Code)
        Executive Offices)

                   Issuer's  telephone  number:    (805)773-5350

           Securities  registered  under  Section  12(b)  of  the  Act:  NONE

              Securities  registered  under  Section  12(g)  of  the  Act:

                          Common  Stock,  par  value  $.01
                                (Title  of  Class)


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities 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  [ ]

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB  [ ]

State  issuer's  revenue  for  its  most  recent  fiscal  year:  $  0.

No  trading  market exists for the common stock of Registrant.  As of January 3,
2001, nonaffiliates had 80,280 shares of which there is either a nominal or zero
market  value.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:  330,000 as of January 3, 2001.

DOCUMENTS  INCORPORATED  BY  REFERENCE.  None

Transitional  Small  Business  Disclosure  Format:
Yes [ ]     No [X]


<PAGE>
                            PART  I

ITEM  1.   DESCRIPTION  OF  BUSINESS.

GENERAL

      The  Company  was incorporated on September 28, 1988 under the laws of the
State  of  Delaware.  The  Company  had  been  delinquent  in its filings to the
Securities  and  Exchange Commission since it failed to file Form 10-KSB for the
fiscal  year  ended October 31, 1993. As a result of a change in control on June
7, 2000, management of the Company filed Form 10-KSB to cover the fiscal periods
from  October 31, 1993 through October 31, 1999. The Company  also filed reports
on Form 10-QSB for the six-month period ended April 30, 2000 and the three-month
period ended July 31, 2000. See Part III, Item 9. Directors, Executive Officers,
Promoters  and  Control  Persons;  Compliance With Section 16(a) of the Exchange
Act.

     To  date  the  Company's  primary activities have been organizational ones,
directed  at  developing its business plan and raising its initial capital.  The
Company  has no commercial operations.  The Company has no employees and owns no
real estate.  The Company has no operating income and as of October 31, 2000, no
assets.

     The  Company's  business  plan  is to seek, investigate, and, if warranted,
acquire  one  or  more  properties  or  businesses,  and to pursue other related
activities intended to enhance shareholder value.  The acquisition of a business
opportunity  may  be  made by purchase, merger, exchange of stock, or otherwise,
and  may  encompass  assets  or  a business entity, such as a corporation, joint
venture,  or  partnership.  The  Company  has  very  limited  capital, and it is
unlikely  that  the Company will be able to take advantage of more than one such
business  opportunity.  The  Company intends to seek opportunities demonstrating
the  potential  of  long-term  growth  as  opposed  to  short-term  earnings.

     At  the  present  time  the  Company  has  not  identified  any  business
opportunity  that  it plans to pursue, nor has the Company reached any agreement
or  definitive  understanding  with  any  person  concerning an acquisition.  No
assurance  can  be  given  that  the  Company  will  be successful in finding or
acquiring  a desirable business opportunity, or that any acquisition that occurs
will  be  on  terms  that  are  favorable  to  the  Company or its stockholders.

     The  Company's  search  will  be  directed  toward  small  and medium-sized
enterprises,  which  have  a  desire to become public corporations and which are
able  to  satisfy,  or  anticipate  in  the reasonably near future being able to
satisfy,  the  minimum asset requirements in order to qualify shares for trading
on  NASDAQ  (See  "Investigation and Selection of Business Opportunities").  The
Company  anticipates that the business opportunities presented to it will (i) be
recently  organized  with  no  operating  history,  or  a  history  of  losses
attributable  to  under-capitalization  or  other  factors; (ii) be experiencing
financial  or operating difficulties; (iii) be in need of funds to develop a new
product  or  service  or  to  expand  into a new market; (iv) be relying upon an
untested  product  or  marketing  concept;  or  (v)  have  a  combination of the
characteristics  mentioned  in  (i)  through  (iv).  The  Company  intends  to
concentrate its acquisition efforts on properties or businesses that it believes
to  be  undervalued.  Given  the above factors, investors should expect that any
acquisition  candidate  may  have  a  history  of  losses  or low profitability.


<PAGE>
     The  Company  does  not  propose  to  restrict  its  search  for investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage  in  essentially  any  business, to the extent of its limited
resources.  This  includes  industries  such  as  service,  finance,  natural
resources,  manufacturing,  high  technology,  product  development,  medical,
communications  and  others.  The  Company's  discretion  in  the  selection  of
business  opportunities  is  unrestricted,  subject  to the availability of such
opportunities,  economic  conditions,  and  other  factors.

     Depending  upon  the  nature  of  the transaction, the current officers and
directors  of the Company may resign their management positions with the Company
in  connection with the Company's acquisition of a business opportunity.  In the
event of such a resignation, the Company's current management would not have any
control  over  the  conduct  of  the  Company's business following the Company's
combination  with  a  business  opportunity.

INVESTIGATION  AND  SELECTION  OF  BUSINESS  OPPORTUNITIES

     The  analysis  of business opportunities will be undertaken by or under the
supervision  of  the  Company's  President,  Mark  A.  DiSalvo.  The  Company
anticipates  that it will consider, among other things, the following factors in
the  analysis  of  business  opportunities:

          (1)  Potential  for  growth  and  profitability,  indicated  by  new
technology,  anticipated  market  expansion,  or  new  products;

          (2)  The  Company's  perception  of  how  any  particular  business
opportunity  will  be  received by the investment community and by the Company's
stockholders;

          (3)  Whether,  following  the  business  combination,  the  financial
condition  of  the  business  opportunity  would be, or would have a significant
prospect  in  the  foreseeable  future  of  becoming  sufficient  to  enable the
securities of the Company to qualify for listing on an exchange or on a national
automated  securities  quotation  system,  such  as  NASDAQ;

          (4)  Capital  requirements  and  anticipated  availability of required
funds,  to  be  provided  by the Company or from operations, through the sale of
additional  securities,  through joint ventures or similar arrangements, or from
other  sources;

          (5)  The  extent  to  which  the business opportunity can be advanced;

          (6)  Competitive  position  as  compared to other companies of similar
size  and  experience within the industry segment as well as within the industry
as  a  whole;

          (7)  Strength  and  diversity  of  existing  management, or management
prospects  that  are  scheduled  for  recruitment;

          (8)  The  cost  of  participation  by  the  Company as compared to the
perceived  tangible  and  intangible  values  and  potential;  and

          (9) The accessibility of required management expertise, personnel, raw
materials,  services,  professional  assistance,  and  other  required  items.

     No  one of the factors described above will be controlling in the selection
of  a  business  opportunity, and management will attempt to analyze all factors
appropriate  to  each opportunity and make a determination based upon reasonable
investigative  measures  and available data.  Potential investors must recognize
that,  because  of the Company's limited capital available for investigation and
management's  limited  experience  in  business  analysis,  the  Company may not
discover  or  adequately  evaluate  adverse  facts  about  the opportunity to be
acquired.


<PAGE>
     The  Company  is  unable  to  predict when it may participate in a business
opportunity.  It  expects,  however, that the analysis of specific proposals and
the  selection  of  a  business  opportunity  may  take  several months or more.

     Company  management  believes  that  various  types  of potential merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These  include  acquisition  candidates desiring to create a public
market  for their shares in order to enhance liquidity for current shareholders,
acquisition  candidates  which  have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire  additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of  a  public market for their securities will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to  find  a  potential  business  combination  with the Company to be an
attractive  alternative.

FORM  OF  ACQUISITION

     It is impossible to predict the manner in which the Company may participate
in  a business opportunity.  Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon  the  basis  of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by  management to be suitable will be selected.  Such structure may include, but
is  not  limited  to,  leases,  purchase  and  sale  agreements, licenses, joint
ventures  and  other  contractual arrangements.  The Company may act directly or
indirectly  through  an  interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation
or  reorganization  of  the Company with other corporations or forms of business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of  the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of  such  a  transaction,  the  Company's  existing directors may resign and new
directors  may  be  appointed  without  any  vote  by  stockholders.

     It  is likely that the Company will acquire its participation in a business
opportunity  through  the  issuance  of  Common Stock or other securities of the
Company.  Although  the  terms  of  any such transaction cannot be predicted, it
should  be  noted  that  in  certain  circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal  Revenue Code of 1986, depends upon the issuance to the stockholders of
the  acquired company of a controlling interest (i.e. 80% or more) of the common
stock  of  the combined entities immediately following the reorganization.  If a
transaction  were  structured  to take advantage of these provisions rather than
other  "tax  free"  provisions  provided  under  the  Internal Revenue Code, the
Company's  current stockholders would retain in the aggregate 20% or less of the
total  issued  and  outstanding  shares.  This  could  result  in  substantial
additional  dilution in the equity of those who were stockholders of the Company
prior to such reorganization.  Any such issuance of additional shares might also
be  done  simultaneously  with  a  sale  or  transfer  of  shares representing a
controlling  interest  in  the  Company  by  the current officers, directors and
principal  shareholders.  (See  "Description  of  Business  -  General").


<PAGE>
ITEM  2.     DESCRIPTION  OF  PROPERTY.

     The  Company does not currently maintain an office or any other facilities.
It does currently maintain a mailing address at 192 Searidge Court, Shell Beach,
California  93449,  which  is  the office address of its president.  The Company
pays  no rent for the use of this mailing address.  The Company does not believe
that it will need to maintain an office at any time in the foreseeable future in
order  to  carry  out  its  plan  of operations described herein.  The Company's
telephone  number  is  (805)  773-5350.

ITEM  3.  LEGAL  PROCEEDINGS.

     The  Company  is  not a party to any pending legal proceedings, and no such
proceedings  are  known  to  be  contemplated.

     No director, officer or affiliate of the Company, and no owner of record or
beneficial  owner  of  more  than  5%  of  the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the  Company  or  has a material interest adverse to the Company in reference to
pending  litigation.

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

      No  matters  were  submitted  to  a  vote  of  the  security  holders  of
the  Company  during  the  fourth  quarter  of  the  fiscal  year  which  ended
October  31,  2000.

                            Part  II

ITEM  5.      MARKET  FOR  COMMON  EQUITY  AND  RELATED
STOCKHOLDER  MATTERS.

      There  presently  is  no  trading  market  for  the  Company's  Common
Stock.  The  Company's  securities  are  currently  held of record by a total of
approximately  360  persons.

      No  dividends  have  been  declared  or  paid  on  the  Company's
securities,  and  it  is  not anticipated that any dividends will be declared or
paid  in  the  foreseeable  future.

     Effective on the close of business October 31, 1993, the Company effected a
ten  (10)  for  one  (1)  reverse  split of its issued and outstanding shares of
common  stock  resulting  in the 3,300,000 shares outstanding immediately before
this reverse split becoming 330,000 shares. Fractional shares were rounded up to
whole  shares.  For  this  purpose,  the  Company's  then principal shareholder,
president  and  sole  director,  John  Ericsson, donated the necessary shares to
round  up  fractional  shares  to  whole  shares.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

Liquidity  and  Capital  Resources

     The  Company's plan of operations for the next twelve months is to continue
to  carry  out  its  plan of business discussed above.  This includes seeking to
complete  a  merger  or  acquisition  transaction  with  a small or medium-sized
enterprise  which  desires  to  become  a  public  corporation.  In  selecting a
potential  merger  or  acquisition  candidate,  the  Company  will consider many
factors,  including, but not limited to, potential for growth and profitability,
quality  and  experience of management, capital requirements, and the ability of
the  Company  to  qualify  its  shares  for trading on NASDAQ or on an exchange.


<PAGE>
     The  types  of  business  enterprises  which  it  is  believed might find a
business  combination  with  the  Company  to  be attractive include acquisition
candidates  desiring  to  create  a  public  market for their shares in order to
enhance  liquidity  for  current shareholders, acquisition candidates which have
long-term  plans  for  raising capital through the public sale of securities and
believe  that  the  possible  prior  existence  of  a  public  market  for their
securities  would  be beneficial, foreign companies desiring to obtain access to
U.S.  customers and U.S.  capital markets, and acquisition candidates which plan
to  acquire  additional  assets  through  issuance of securities rather than for
cash,  and  believe  that  the possibility of development of a public market for
their  securities will be of assistance in that process.  Acquisition candidates
which  have  a  need  for  an  immediate  cash infusion are not likely to find a
potential business combination with the Company to be an attractive alternative.

     Although  it  has had preliminary discussions with several potential merger
or  acquisition  candidates,  the  Company  is  unable  to  predict  when it may
participate  in a business opportunity.  It has not established any deadline for
completion  of  a  transaction,  and anticipates that the process could continue
throughout  the  next  twelve  months.

     The  Company's  balance  sheet  for the fiscal year ended October 31, 2000,
reflects  current  assets  of  $0  and  current liabilities in the amount of $0.
Accordingly,  the  Company  will  be  required to raise additional funds, or its
shareholders  will  be  required  to  advance  funds in order to pay its current
liabilities  and  to satisfy the Company's cash requirements for the next twelve
months.

Results  of  Operations

     In  the  fiscal  year  ended  October  31, 1993 the Company had revenues of
$4,384 and expenses of $2,870 and net income of $1,514.  Since 1993, the Company
has  no  revenue,  expenses,  income or loss.  The Company does not anticipate a
significant  change  in  the results of operations until such time as a business
combination  is  consummated,  if  ever.


ITEM  7.      FINANCIAL  STATEMENTS.

     See  following  pages.


GUMP  &  COMPANY,  INC.
(formerly SEA PRIDE CAPITAL CORPORATION,
formerly  BRIAN  CAPITAL,  INC.)

FINANCIAL  STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
WITH  INDEPENDENT  AUDITOR'S  REPORT


<PAGE>
                              GUMP & COMPANY, INC.


                          INDEX TO FINANCIAL STATEMENTS

               FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
               ---------------------------------------------------


Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . . . .  1

Financial Statements:

     Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

     Statements of Operation. . . . . . . . . . . . . . . . . . . . . . . . .  3

     Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . .  4

     Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . .  5

     Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . .  6


<PAGE>
                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


Board  of  Directors
GUMP  &  COMPANY,  INC.


I  have  audited  the  accompanying balance sheet of GUMP & COMPANY, INC., as of
October 31, 2000, and the related statement of operations, stockholders' equity,
and  cash  flows  for  the  year then ended.  These financial statements are the
responsibility  of the Company's management.  My responsibility is to express an
opinion  on  these  financial  statements  based  on  my  audit.  The  financial
statements  of  GUMP  &  COMPANY,  INC.,  as  of October 31, 1998 and 1999, were
audited  by  other  auditors  whose  report,  dated March 13, 2000, expressed an
unqualified  opinion  on  those  statements.

I  conducted  my audit in accordance with generally accepted auditing standards.
Those  standards  require that I plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
I  believe  that  my  audit  provides  a  reasonable  basis  for  my  opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of GUMP & COMPANY, INC., as of October
31, 2000, and the results of its operations and its cash flows for the year then
ended  in  conformity  with  generally  accepted  accounting  principles.

As  discussed  in  Note  A  of  the  financial  statements, the Company has been
inactive  since  its formation on September 28, 1988.  The Company presently has
no  identifiable  sources  of additional capital to develop independent business
operations.



Gerald  R.  Perlstein
Los  Angeles,  California

January 12, 2001


<PAGE>
<TABLE>
<CAPTION>
                                GUMP & COMPANY, INC.

                                   BALANCE SHEETS


                                       ASSETS
                                       ------

                                         OCTOBER 31,    OCTOBER 31,    OCTOBER 31,
                                            2000           1999           1998
                                          -----------  -------------  -------------
<S>                                       <C>          <C>            <C>
Current Assets                            $        0   $          0   $          0
                                          -----------  -------------  -------------
     Total Assets                                  0              0              0
                                          ===========  =============  =============


                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        ------------------------------------

Current Liabilities                                0              0              0
                                          -----------  -------------  -------------

     Total Liabilities                             0              0              0

STOCKHOLDERS' EQUITY
--------------------
   Preferred Stock - $.01 par value,
   Authorized - 2,000,000 shares
   Issued - None
   Common Stock - $.01 par value,
   Authorized - 20,000,000 shares
   Issued - 330,000 shares                     3,300          3,300          3,300

   Additional paid-in-capital                 33,637         33,637         33,637

   Accumulated deficit                       (36,937)       (36,937)       (36,937)
                                          -----------  -------------  -------------

     Total Stockholders' Equity                    0              0              0
                                          -----------  -------------  -------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                               $        0   $          0   $          0
                                          ===========  =============  =============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
<CAPTION>
                              GUMP & COMPANY, INC.


                            STATEMENTS OF OPERATIONS

               FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
               ---------------------------------------------------


                                                  2000      1999      1998
                                                --------  --------  --------
<S>                                             <C>       <C>       <C>

Revenues                                        $      0  $      0  $      0

Expenses                                        $      0  $      0  $      0
                                                --------  --------  --------

NET INCOME (LOSS)                               $      0  $      0  $      0
                                                ========  ========  ========


Net Income (loss) per share                            0         0         0
                                                --------  --------  --------

Weighted average number of outstanding shares    330,000   330,000   330,000
                                                ========  ========  ========
</TABLE>

    The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
<CAPTION>
                            GUMP  &  COMPANY,  INC.


                       STATEMENTS OF STOCKHOLDERS' EQUITY

               FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
               ---------------------------------------------------



                                                  ADDITIONAL
                                  COMMON  STOCK     PAID-IN-    ACCUMULATED
                                  SHARES   AMOUNT   CAPITAL         DEFICIT
                              ----------  -------  ---------  -------------
<S>                           <C>         <C>      <C>        <C>
Balance at October 31, 1997      330,000  $ 3,300  $  33,637  $    (36,937)

Net income (loss)                                                        0
                              ----------  -------  ---------  -------------

Balance at October 31, 1998      330,000    3,300     33,637  $    (36,937)

Net income (loss)                                                        0
                              ----------  -------  ---------  -------------

Balance at October 31, 1999      330,000  $ 3,300  $  33,637  $    (36,937)

Net income (loss)                                                        0
                              ----------  -------  ---------  -------------

Balance at October 31, 2000      330,000  $ 3,300  $  33,637  $    (36,937)
                              ==========  =======  =========  =============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
<CAPTION>
                              GUMP & COMPANY, INC.


                            STATEMENTS OF CASH FLOWS

               FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
               ---------------------------------------------------

                                                            2000   1999   1998
                                                           -----  -----  -----

<S>                                                        <C>    <C>    <C>

Cash Flows from operating activities:
   Net income (loss)                                       $   0  $   0  $   0
   Adjustments to reconcile net income (loss) to net
         cash provided (used in) operating activities          0      0      0
                                                           -----  -----  -----

Cash provided by (used in) operating activities                0      0      0

Cash Flows from Investing Activities                           0      0      0

Cash Flows from Financing Activities                           0      0      0
                                                           -----  -----  -----

Net Increase (Decrease) in cash                                0      0      0

Cash at beginning of year                                      0      0      0
                                                           -----  -----  -----

Cash at end of year                                        $   0  $   0  $   0
                                                           =====  =====  =====
</TABLE>

    The accompanying notes are an integral part of the financial statements.


<PAGE>
                              GUMP & COMPANY, INC.


                          NOTES TO FINANCIAL STATEMENTS

                         OCTOBER 31, 2000, 1999 AND 1998
                         -------------------------------


NOTE  A  --  ORGANIZATION  AND  BUSINESS
----------------------------------------

The  Company  was incorporated on September 28, 1988 under the laws of the State
of  Delaware  under  the name of Brian Capital, Inc.  On September 15, 1993, the
Company  changed its name to Sea Pride Industries, Inc.  On August 18, 1997, the
Company changed its name to GUMP & COMPANY, INC.  The Company is registered with
the  Securities  and  Exchange  Commission.

The  Company was organized as an inactive, publicly held corporation to pursue a
business  combination  with  a privately held entity believed to have growth and
profit  potential,  irrespective  of the industry in which it is engaged.  It is
intended  that the Company not engage in active business operations prior to its
combination  with  another  enterprise.

On September 10, 1993, stockholders of the Company exchanged 2,498,601 shares or
approximately  75  percent  of  the  issued and outstanding capital stock of the
Company  for  126,192  shares  of common stock of Sea Pride Industries, Inc.  In
addition,  the  Company  executed a one (1) for ten (10) reverse stock split and
increased  the  par value of the authorized shares of common and preferred stock
from  $.001  per  share  to  $.01 per share.  Consequently, the number of common
shares issued and outstanding decreased from 3,300,000 shares to 330,000 shares.

On June 7, 2000 the then principal stockholder, sole officer and director of the
Company  sold all of his shares, totaling 249,720 shares, of the common stock of
the  Company.  The  new  majority  shareholder  became  the  sole  officer and a
director  of  the  Company.

The  Company  has  no  business operations or identifiable sources of additional
capital  to develop independent business operations.  The Company was audited by
another  firm  of  auditors  for the period November 1, 1992 through October 31,
1999.  Their  unqualified  opinion  was  dated  March  13,  2000.


                                    Part  III


ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

The  directors  and  executive  officers  currently  serving  the Company are as
follows:

Name              Age     Positions  Held  and  Tenure

Mark  DiSalvo      49     President, Treasurer, Secretary and Director


<PAGE>
  The directors  named  above  will  serve  until the next annual meeting of the
Company's  stockholders.  Thereafter,  directors  will  be  elected for one-year
terms  at  the annual stockholders' meeting.  Officers will hold their positions
at  the  pleasure of the board of directors, absent any employment agreement, of
which  none  currently  exists  or  is contemplated.  There is no arrangement or
understanding  between  any  of the directors or officers of the Company and any
other  person pursuant to which any director or officer was or is to be selected
as  a  director  or  officer.

The directors and officers will devote their time to the Company's affairs on an
"as  needed"  basis,  which,  depending on the circumstances, could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely  will  fall  within  the  range  of  five  to  ten  hours  per  month.

Biographical  Information

  Mark  DiSalvo is  currently  self-employed as a business consultant, providing
consulting  services  relating to mergers and acquisitions.  Mr.  DiSalvo is the
President  of the Company.  Mr.  DiSalvo has also been engaged in the securities
business in various capacities from 1984 to the present.  Mr.  DiSalvo served as
a  director  of  Stan  Lee Media, Inc.  (formerly Boulder Capital Opportunities,
Inc.),  a  publicly  traded  development  stage company from August 1997 to July
1999.  Mr.  DiSalvo  served  as  President,  Chairman of the Board of Directors,
Chief  Executive Officer, Treasurer and Secretary of Prodeo Technologies Inc., a
publicly  traded  development  stage  company  (formerly  SITEK,  Incorporated,
formerly  Dentmart  Group,  Ltd.)  from  March  1997  to  July  1998.

Previous  Management  and  Control  Persons

     On  June 7, 2000, the then principal shareholder, sole officer and director
of the Company, John D. Ericsson, sold all of his shares of the capital stock of
the Company. 164,720 shares were sold to California Brokerage Services, Inc. (of
which  Mr.  DiSalvo, an officer and director of the Company, may be deemed to be
the  beneficial  owner)  and  85,000  shares  were  sold  to  Robert M. Kern. In
connection with the consummation of that sale, on June 7, 2000, John D. Ericsson
resigned  as  an  officer and director of the Company and elected Mr. DiSalvo as
the sole officer and director of the Company. See Item 12, Certain Relationships
and  Related  Transactions.

     On  September  10,  1993,  the  then principal shareholders of the Company,
David  Goodnight,  C.  Jack Bean, Matt Heinzelmann, K. David Beardsley and Angel
Generes  agreed  to  exchange all of their respective shares of capital stock of
the  Company for 126,192 shares of common stock of Sea Pride Industries, Inc., a
privately  held  Delaware  corporation  ("Sea  Pride"),  owned  by  Sea  Pride's
principal  shareholder  and  president, John D. Ericsson. In connection with the
consummation  of that exchange agreement on September 10, 1993, David Goodnight,
Matt  Heinzelmann  and  K. David Beardsley resigned as officers and directors of
the  Company  and  elected  John  D.  Ericsson  as President, Treasurer and sole
director  of  the Company. He served in these capacities until June 7, 2000. See
Item  12,  Certain  Relationships  and  Related  Transactions.


<PAGE>
Compliance  With  Section  16(a)  of  the  Exchange  Act.

     To  the  best  knowledge  and  belief of the Company, all current officers,
directors  and  principal  shareholders  have  made  and  will  make appropriate
ownership  reports.

ITEM  10.     EXECUTIVE  COMPENSATION.

     No  officer  or  director received any remuneration from the Company during
the  fiscal  year.  Until  the  Company  acquires  additional capital, it is not
intended that any officer or director will receive compensation from the Company
other  than  reimbursement  for out-of-pocket expenses incurred on behalf of the
Company.  See  Item  12  "Certain  Relationships  and Related Transactions." The
Company has no stock option, retirement, pension, or profit-sharing programs for
the  benefit  of  directors,  officers  or  other  employees,  but  the Board of
Directors  may  recommend  adoption  of one or more such programs in the future.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following table sets forth, as of the end of the Company's most recent
fiscal  year,  the  number  of  shares  of  Common  Stock  owned  of  record and
beneficially  by executive officers, directors and persons who hold 5.0% or more
of  the  outstanding  Common Stock of the Company.  Also included are the shares
held  by  all  executive  officers  and  directors  as  a  group.

Name and                     Number of Shares    Percent
Address                     Owned Beneficially  of Class
                                                  Owned

Mark A. DiSalvo                   164,720        49.92%
192 Searidge Court
Shell Beach, CA 93449

Robert M. Kern                     85,000        25.76%
192 Searidge Court
Shell Beach, CA 93449

All directors and
executive officers
(1 person)                        164,720        49.92%


<PAGE>
ITEM  12.   CERTAIN  RELATIONSHIPS  AND  RELATED
TRANSACTIONS

Changes  of  Control

     On  June 7, 2000, the then principal shareholder, sole officer and director
of  the  Company, John D.  Ericsson, sold all of his shares of the capital stock
of the Company.  164,720 shares were sold to California Brokerage Services, Inc.
(of  which  Mr.  Mark  DiSalvo,  an  officer and director of the Company, may be
deemed  to  be  the  beneficial  owner) and 85,000 shares were sold to Robert M.
Kern,  which  made  Mr.  Kern  a  principal  shareholder  of  the  Company.   In
connection with the consummation of that sale, on June 7, 2000, John D. Ericsson
resigned  as  an  officer and director of the Company and elected Mr. DiSalvo as
the   sole   officer   and   director   of  the  Company.  The  price  paid  for
purchase  of  shares by California Brokerage Services, Inc.  and Robert M.  Kern
was  the  result  of  arms  length  negotiations.  Following  completion  of the
transactions  described  herein, California Brokerage Services, Inc., and Robert
M.  Kern  owned  a  total  of  249,720  shares,  or  approximately 75.67% of the
Company's  issued  and  outstanding  stock.

     On  September  10,  1993,  the  then principal shareholders of the Company,
David  Goodnight,  C.  Jack Bean, Matt Heinzelmann, K. David Beardsley and Angel
Generes  agreed  to  exchange all of their respective shares of capital stock of
the  Company for 126,192 shares of common stock of Sea Pride Industries, Inc., a
privately  held  Delaware  corporation  ("Sea  Pride"),  owned  by  Sea  Pride's
principal  shareholder  and  president, John D. Ericsson. In connection with the
consummation  of that exchange agreement on September 10, 1993, David Goodnight,
Matt  Heinzelmann  and  K. David Beardsley resigned as officers and directors of
the  Company  and  elected  John  D.  Ericsson  as President, Treasurer and sole
director  of  the Company. He served in these capacities until June 7, 2000. The
price  paid  for  purchase  of shares by John D. Ericsson was the result of arms
length negotiations.  Following completion of the transactions described herein,
John  D. Ericsson owned a total of 249,851 (post-split) shares, or approximately
75.69%  of  the  Company's  issued  and  outstanding  stock.

Indemnification  of  Officers  and  Directors

     The  Company's  Certificate  of  Incorporation  provides  that officers and
directors  shall not be personally liable to the Company or its stockholders for
damages  for  breach  of  fiduciary  duty,  to  the extent provided by Delaware.

     Under  Delaware  law  a corporation may indemnify, and the Company's Bylaws
requires  indemnification  of,  an officer or director if he acted in good faith
and  in  a manner in which he reasonably believed to be in or not opposed to the
best  interests  of  the  corporation;  provided, however, under Delaware law no
indemnification  shall  be made in actions by or in the right of the corporation
if  such  officer  or  director has been adjudged to be liable for negligence or
misconduct  in  the performance of his duty to the corporation, unless the court
orders otherwise. Under Delaware law, an officer or director that is  successful
in any action shall be indemnified. Also, any indemnification, unless ordered by
the  court, shall only be made if determined appropriate by the stockholders, or
disinterested  directors  or,  under  certain  circumstances,  independent legal
counsel.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of  1933  may  be  permitted  to directors, officers or persons
controlling  the  Company  pursuant to the foregoing provisions, the Company has
been  informed  that, in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore,  unenforceable.


<PAGE>
     In order to raise working capital, on January 6, 1992, the Company approved
the  sale  of  25,000 (post-split) shares of common stock for $.10 per share (or
$2,500)  to  each  of K.  David Beardsley, David B.  Goodnight, Matt Heinzelmann
and  C.  Jack  Bean.  The  Company  consummated the sale of the total of 100,000
(post-split)  shares  for  $10,000  at  various times prior to October 31, 1992.
Messrs.  Beardsley, Goodnight and Heinzelmann were officers and directors of the
company  at  the time.  Mr.  Bean was a principal shareholder.  They each agreed
to purchase their respective shares for investment and not further distribution.
The  Company  relied on the private offering exemption contained in section 4(2)
of the Securities Act of 1933, as amended as the exemption from the registration
requirements  of  said  Act.

Conflicts  of  Interest

     None  of the officers of the Company will devote more than a portion of his
or  her  time  to  the affairs of the Company.  There will be occasions when the
time  requirements  of  the  Company's business conflict with the demands of the
officers'  other business and investment activities.  Such conflicts may require
that  the Company attempt to employ additional personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon  terms  favorable  to  the  Company.

     Although  management has no current plans to cause the Company to do so, it
is  possible  that  the  Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  principal  stockholders  to  the  acquisition  candidate  or
principals  thereof,  or to other individuals or business entities, or requiring
some  other  form of payment to the Company's current stockholders, or requiring
the future employment of specified officers and payment of salaries to them.  It
is  more  likely  than  not that any sale of securities by the Company's current
stockholders  to  an  acquisition  candidate  would  be at a price substantially
higher  than  that originally paid by such stockholders.  Any payment to current
stockholders  in  the  context  of an acquisition involving the Company would be
determined  entirely  by  the  largely unforeseeable terms of a future agreement
with  an  unidentified  business  entity.

ITEM  13.      EXHIBITS  AND  REPORTS  ON  FORM  10-KSB.

a.  The  Exhibits  listed  below  are  filed  as  part  of  this  Annual Report.

Exhibit No.  Document

3.1         Articles  of Incorporation (incorporated by reference to Exhibit No.
3(a)  to Form S-1 filed with the Securities and Exchange Commission on behalf of
the  Company  on  January  24,  1989)

3.2         Bylaws  (incorporated  by  reference to Exhibit No. 3(b) to Form S-1
filed  with  the  Securities and Exchange Commission on behalf of the Company on
January  24,  1989)


<PAGE>
3.3         Certificate  of  Amendment  of  Certificate  of  Incorporation filed
August  18,  1997  (Incorporated by reference to Form 10-KSB for the fiscal year
ended  October  31,  2000  filed  with  the Securities and Exchange Commission).

3.4         Certificate  of  Amendment  of  Certificate  of  Incorporation filed
September 27, 1993 (Incorporated by reference to Form 10-KSB for the fiscal year
ended  October  31,  2000  filed  with  the Securities and Exchange Commission).

4.1         Specimen Stock Certificate (Incorporated by reference to Form 10-KSB
for  the  fiscal  year  ended  October  31,  2000  filed with the Securities and
Exchange  Commission)

10.1        Stock  Purchase  Agreement  dated  June  7,  2000  (Incorporated  by
reference  to  Form 10-KSB for the fiscal year ended October 31, 2000 filed with
the  Securities  and  Exchange  Commission).

27          Financial  Data  Schedule


The  Company  filed no reports on Form 8-K during the last quarter of its fiscal
year  ending  October  31,  2000.


Signatures


In  accordance  with  the  Exchange  Act,  this  report  has  been  signed
below  by  the  following  persons  on  behalf  of  the  registrant  and  in
the  capacities  and  on  the  dates  indicated.


GUMP  &  COMPANY,  INC.



By:  /s/  Mark  DiSalvo
     -----------------------------
     Mark  DiSalvo
     President,  Chief  Financial  Officer  and  Director


Date:  January  12,  2001


<PAGE>