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, 2001.

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.

     Although  our  common  stock has been  eligible  for  quotation  on the OTC
Bulletin Board under the symbol "GMPP" since  February 1, 2001,  there have been
no trades in our common stock and there  currently  exists no public  market for
our stock.  As of January 18,  2001,  nonaffiliates  had 16,729  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: 2,033,201 as of January 18, 2002.

DOCUMENTS INCORPORATED BY REFERENCE. None

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

                                      -1-

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Plan of Operation

     Since our inception in 1988, our primary  activities  have been directed to
organizational  activities  and  developing  our business  plan.  We have had no
commercial operations and have no employees. We have had no operating income and
as of October 31, 2001 had only $17,692 in cash and $714 in liabilities.

     Our current  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 our stockholder's  value for their investment in
our common stock.  The  acquisition of a business entity may be made by purchase
of stock,  merger,  exchange of stock,  or purchase of assets.  We have  nominal
capital,  and it is unlikely that we will be able to take advantage of more than
one such business opportunity. We intend to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

     At the present time we have not identified any business opportunity that we
plan to pursue,  nor have we reached any agreement or  definitive  understanding
with any person concerning an acquisition. We can give no assurance that we will
be  successful  in  finding  or  acquiring  any  business  entity,  or that  any
acquisition  that  occurs  will be on  terms  that  are  favorable  to us or our
stockholders.

     We have in the past engaged in preliminary negotiations with the principals
of small business enterprises,  but have been unable to obtain any agreements or
commitments from such parties.  We recently  attempted to develop a website that
would  critique  and rank  Internet  websites  based on a variety  of  criteria.
However,  our  management  has  abandoned  this  project  because of our lack of
capital, our lack of technical expertise, the current negative public perception
of  Internet-related  businesses and our management's  belief that there is more
opportunity  for an acquisition of a  non-Internet  related  business which will
offer our stockholders the opportunity to achieve  appreciative  value for their
investment in our common stock.

     We do not propose to restrict our search for  investment  opportunities  to
any particular  geographical  area or industry,  and may,  therefore,  engage in
essentially any business, to the extent of our limited resources.  This includes
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  Our
management's   discretion  in  the  selection  of  business   opportunities   is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions,  and other  factors,  including  our ability to raise  capital  from
private investors in the future.

Investigation and Selection of Business Opportunities

     Our  management   believes  that  various  types  of  potential  merger  or
acquisition  candidates  might  find  a  business  combination  with  us  to  be
attractive. These include acquisition candidates (1) desiring to create a public
market  for  their  shares  in order to  enhance  liquidity  for  their  current
stockholders,  (2) which have long-term  plans for raising  capital  through the
public sale of securities and which believe that the possible prior existence of

                                      -2-

<PAGE>

a public  market for their  securities  would be  beneficial,  (3) which plan to
acquire  additional  assets through issuance of securities rather than for cash,
and which 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 us to be an attractive alternative.

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of our sole officer and director,  Mark A.  DiSalvo.  We anticipate
that he will consider, among other things, the following factors in the analysis
of business opportunities:

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

          His  perception of how any  particular  business  opportunity  will be
     received by the investment community and by our stockholders;

          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 our securities
     to qualify for listing on an exchange or on a national automated securities
     quotation system, such as NASDAQ SmallCap Market;

          Capital  requirements and anticipated  availability of required funds,
     to be provided through the private sale of additional securities;

          The extent to which the business opportunity can be advanced;

          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;

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

          The cost of our  participation  as compared to the perceived  tangible
     and intangible values and potential; and

          The accessibility of required  management  expertise,  personnel,  raw
     materials,  services,  professional assistance, and other required items as
     such factors relate to the target company.

     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 our  lack  of  capital  for  investigation  and  our  lack of
management  for business  analysis,  we may not discover or adequately  evaluate
adverse facts about the target company, its business and management.

     We are unable to predict when we may be able to acquire a business  entity.
We expect, however, that the analysis of specific proposals and the selection of
a business opportunity may take several months or more.

Possible Business Transactions

     We can not  predict  the manner in which we may  participate  in a business
transaction with an acquisition target.  Specific business opportunities will be
reviewed as well as the respective  needs and desires of our  stockholders  and,
upon the basis of that review and our relative negotiating  strength,  the legal
structure or method deemed by  management to be suitable will be selected.  Such
structure  may  include,  but may not be limited to,  leases,  purchase and sale

                                      -3-

<PAGE>

agreements,  licenses, joint ventures and other contractual arrangements. We may
act directly or indirectly through an interest in a partnership,  corporation or
other form of organization.  Implementing such structure may require our merger,
consolidation  or  reorganization  with  other  corporations  or other  forms of
business organization,  and although it is likely, we can give no assurance that
we would be the  surviving  entity.  In  addition,  our present  management  and
stockholders  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,  our sole  director may resign and new  directors  may be appointed
without any vote by stockholders.

     It  is  likely  that  we  will  acquire  our  participation  in a  business
transaction  through  the  issuance  of our  common  stock or other  securities.
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  (usually 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  is structured  to take  advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  our
current  stockholders will retain in the aggregate 20% or less of the issued and
outstanding shares. This could result in substantial  additional dilution in the
equity of our stockholders  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 of our company by our sole officer,
director and principal  stockholder.  Additionally,  upon a business combination
with an operating company,  we will be required to report the transaction to the
Commission on a Current Report on Form 8-K with disclosure as required  pursuant
to a  registration  statement  on Form 10-SB.  This could  result in  additional
expense to us as well as delaying the consummation of an acquisition.

Our History

     We are a development stage company and since our inception in 1988, we have
had no commercial operations,  generated no revenues and at October 31, 2001 had
$17,692  cash  and no other  assets.  At  October  31,  2001 our only  liability
consisted of $714 owed to Mark A. DiSalvo, our sole officer and director.  Since
inception,   our  primary   activities  have  been  directed  to  organizational
activities  and developing our business plan. We have no employees and only have
one officer and director, Mark A. DiSalvo, who is our principal stockholder.

     We were initially  incorporated on September 28, 1988 under the laws of the
State of Delaware as Brian Capital,  Inc. As a result of the merger on September
10, 1993, we changed our name to Sea Pride Industries,  Inc. On August 18, 1997,
we changed our name to Gump & Company, Inc. We had been delinquent since 1993 in
our annual and periodic  filings to the  Securities  and Exchange  Commission as
required under the  Securities  Exchange Act of 1934. As a result of a change in
control on June 7, 2000, we filed with the  Commission our Annual Report on Form
10-KSB to cover the fiscal  periods from  October 31, 1993  through  October 31,
1999. We are current in our Securities  Exchange Act filings with the Securities
and Exchange Commission.

     On September 10, 1993, our then principal stockholders, David Goodnight, C.
Jack Bean,  Matt  Heinzelmann,  K. David  Beardsley and Angel Generes  exchanged
24,972 shares, or approximately  75.69% of our issued and outstanding stock, for
126,192 shares of common stock of Sea Pride  Industries,  Inc., a privately held

                                      -4-

<PAGE>

Delaware corporation,  owned by John D. Ericsson. Mr. Ericsson was the principal
stockholder  and president of Sea Pride.  Also on September 10, 1993, we changed
our name to Sea Pride, David Goodnight,  Matt Heinzelmann and K. David Beardsley
resigned as our officers and directors,  and John D. Ericsson was elected as our
president,  treasurer and sole director. Mr. Ericsson served in these capacities
until June 7, 2000 when Mark A. DiSalvo acquired control of our company.

     On June 7, 2000,  John D. Ericsson,  our then principal  stockholder,  sole
officer and  director,  sold  16,472  shares of our common  stock to  California
Brokerage  Services,  Inc.  and 8,500  shares to Robert  M.  Kern,  our  general
counsel,  for $150,000 or approximately $6.00 per share. Mark DiSalvo,  our sole
officer, director and principal stockholder is the sole stockholder, officer and
director of California  Brokerage Services,  Inc. Also, on June 7, 2000, John D.
Ericsson  resigned as an officer and director and Mr. DiSalvo was elected as our
sole  officer  and  director.  After  this  transaction,   California  Brokerage
Services,  Inc.,  owned a total of 16,472 shares,  or  approximately  50% of our
issued and outstanding stock.

     On  September  10,  1993 we executed a one (1) for ten (10)  reverse  stock
split which  decreased  our  outstanding  shares of common stock from  3,300,000
shares to 330,000 shares. Additionally, on April 16, 2001, we executed a one (1)
for ten (10) reverse  stock  split.  Consequently,  the number of common  shares
issued and  outstanding  decreased from 330,000  shares to 33,201 shares,  after
rounding.

     In order to raise working  capital,  on April 25, 2001,  we sold  2,000,000
shares of our common stock to Mark A. DiSalvo for $20,000 or $.01 per share. Mr.
DiSalvo  currently is the  beneficial  owner of  2,016,472  shares of our common
stock, or approximately 99.2% of our issued and outstanding stock.

Employees

     We  have  no  employees.  Our  sole  officer  and  director  and  principal
shareholder receives no compensation, and none is being accrued. He devotes only
as much of his time to our business as necessary.

ITEM 2.     DESCRIPTION OF PROPERTY.

     We do not  currently  maintain  an  office  or  any  other  facilities.  We
currently  maintain an office at no cost at 192  Searidge  Court,  Shell  Beach,
California  93449,  which is the  office  address of Mark A.  DiSalvo,  our sole
officer and director.  We do not believe that we will need to maintain an office
elsewhere at anytime in the foreseeable future in order to develop and implement
our business plan. Our telephone  number is (805) 773-5350 and our fax number is
(501) 421-2755.


ITEM 3.  LEGAL PROCEEDINGS.

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

     None of our directors,  officers or  affiliates,  and no owner of record or
beneficial  owner of more than 5% of our  securities  or any associate of any of
our  directors,  officers or security  holders is a party adverse to us or has a
material interest adverse to us in reference to pending litigation.

                                      -5-

<PAGE>

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

     No matters  were  submitted to a vote of our  security  holders  during the
fourth quarter of the fiscal year which ended October 31, 2001.

                                     Part II

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


     Although  our  common  stock has been  eligible  for  quotation  on the OTC
Bulletin Board under the symbol "GMPP" since  February 1, 2001,  there have been
no trades in our common stock and there  currently  exists no public  market for
our stock. As of January 18, 2002, there were approximately  2,033,201 shares of
our common stock  outstanding.  Our securities are currently held of record by a
total of  approximately  360 persons.  We are  authorized  to issued  20,000,000
shares of common  stock,  $0.01 par value,  and  2,000,000  shares of  preferred
stock. $0.001 par value. No shares of preferred stock are outstanding.

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

     On  September  10,  1993 we executed a one (1) for ten (10)  reverse  stock
split which  decreased  our  outstanding  shares of common stock from  3,300,000
shares to 330,000 shares. Additionally, on April 16, 2001, we executed a one (1)
for ten (10) reverse  stock  split.  Consequently,  the number of common  shares
issued and  outstanding  decreased from 330,000  shares to 33,201 shares,  after
rounding.

     In order to raise working  capital,  on April 25, 2001,  we sold  2,000,000
shares of our common stock to Mark A. DiSalvo for $20,000 or $.01 per share. Mr.
DiSalvo  currently is the  beneficial  owner of  2,016,472  shares of our common
stock, or approximately 99.2% of our issued and outstanding stock.

Shares Eligible For Future Sale

     We currently  have  2,033,201  shares of common stock  outstanding of which
8,229 shares are freely tradable on the OTC Bulletin Board and 2,024,972  shares
of our common stock are deemed "restricted  securities," as that term is defined
under Rule 144 promulgated  under the Securities Act.  Subject to the applicable
affiliate  rules and volume and holding period  limitations of Rule 144,  24,972
shares are currently  eligible for sale under Rule 144 and 2,000,000 shares will
be eligible for sale under Rule 144 after April 25, 2002.

     Under Rule 144, and subject to satisfaction of certain other conditions,  a
person,  including an affiliate of the our company (or persons  whose shares are
aggregated into such affiliate), who has owned restricted shares of common stock
beneficially  for at least one year is entitled to sell,  within any three-month
period,  a number of shares  that does not exceed the  greater of one percent of
the total number of  outstanding  shares of the same class or the average weekly
trading volume of our common stock during the four calendar weeks  preceding the
sale.  A person who has not been an  affiliate  of our  company for at least the
three  months  immediately  preceding  the sale and who has  beneficially  owned
shares of our  common  stock for at least  two  years is  entitled  to sell such
shares  under Rule 144(k)  without  regard to any of the  limitations  described
above.

                                      -6-

<PAGE>

     The possibility that substantial amounts of our common stock may be sold in
the public market in the future may adversely affect the prevailing market price
for our common stock and could impair our ability in the future to raise capital
through the sale of our equity securities.

Transfer Agent and Registrar

     The  transfer  agent  and  registrar  for our  common  stock is  Securities
Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034.

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

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and notes thereto appearing  elsewhere in this report.
This  discussion  contains  forward-looking  statements  that involve  risks and
uncertainties.

Plan of Operation

     From our inception in 1988 through October 31, 2001, as a development stage
company, we have generated no revenues and had an accumulated deficit during our
development stage of $39,959. Accordingly, our financial results, from inception
to October 31, 2001, are not  meaningful as an indication of future  operations.
We do not anticipate a significant change in our results of operation until such
time as an acquisition or business combination is consummated.

     Our present plan of operations for the next twelve months is to continue to
attempt to implement our plan of business.  These activities  include seeking to
complete  a merger or  acquisition  transaction  with a small-  or  medium-sized
operating  enterprise which may allow our stockholders an opportunity to achieve
appreciative  value for their  investment  in our common  stock.  In selecting a
potential  merger or acquisition  candidate,  our management  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 acquired company to qualify its shares for trading on NASDAQ SmallCap Market
or on a national exchange.

     The types of  business  enterprises  that we believe  might find a business
combination with us to be attractive include (1) candidates desiring to create a
public market for their shares to enhance  liquidity  for current  stockholders,
(2)  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,  (3)
foreign companies  desiring to obtain access to U.S.  customers and U.S. capital
markets, and (4) acquisition  candidates which plan to acquire additional assets
through issuance of securities rather than for cash.

     We have in the past engaged in preliminary  negotiations with principals of
small  business  enterprises  but have been unable to obtain any  agreements  or
commitments from such parties.  We recently  attempted to develop a website that
would critique and rank Internet sites based on a variety of criteria.  However,
management  abandoned this project  because of our lack of capital and technical
expertise and because of the current  negative  perception  of Internet  related
businesses. We incurred nominal expenses in pursuing this business prospect.

     We are not presently in  discussions  with any  prospective  acquisition or
merger  candidates.  We are also unable to predict when we may effect a business
opportunity.   We  have  not  established  any  deadline  for  completion  of  a
transaction,  and anticipate that the process could continue throughout the next
twelve months.

                                      -7-


<PAGE>

     Our balance  sheet at October 31, 2001 reflects  current  assets of $17,692
and current liabilities in the amount of $714.  Accordingly,  we may be required
to raise additional funds from private investors,  or our principal  stockholder
may be required to advance funds, in order to pay our current liabilities and to
satisfy our cash requirements for the next twelve months.

Our Liquidity and Capital Resources

     As of October 31,  2001,  we had $17,692 in cash and cash  equivalents.  To
date, we have had negative  cash flows.  We expect  losses from  operations  and
negative cash flow to continue for the foreseeable future.  Until an acquisition
or merger  transaction is completed,  we do not expect to generate any revenues.
Even if we consummate an acquisition, we may not sustain or increase revenues on
a quarterly or annual  basis in the future.  We may need to raise up to $100,000
to cover expenses  associated with  maintaining  our reporting  status under the
Exchange  Act,  including  legal  and  accounting  expenses,  general  corporate
maintenance and evaluating  business  opportunities,  including the retention of
consultants to help evaluate such prospects.  We anticipate that capital will be
raised through the sale of our debt or equity  securities or from loans to us by
our sole officer and director.  We cannot be certain that any required financing
will be available on terms favorable to us or that our sole officer and director
will  fund our  additional  operations  expenses.  If funds  are  raised  by the
issuance of our equity  securities,  then existing  stockholders  may experience
dilution of their ownership  interest and such securities may have rights senior
to those of the then existing  holders of our common stock. If additional  funds
are raised by our  issuance  of debt  instruments,  we may be subject to certain
limitations  on our  operations.  If  adequate  funds are not  available  or not
available on acceptable  terms,  we may be unable to fund our operations or ever
implement our business plan.


ITEM 7.     FINANCIAL STATEMENTS.

     See following pages.

                                      -8-


<PAGE>



                              GUMP & COMPANY, INC.
                          (A development stage company)



                              Financial Statements




                 For the Years Ended October 31, 2001 and 2000,
            and for the period September 28, 1988 (date of inception)
                               to October 31, 2001
                        with Independent Auditor's Report












                                      -9-


<PAGE>


                              GUMP & COMPANY, INC.
                          (A development stage company)

                          Index to Financial Statements

             For the Years Ended October 31, 2001 and 2000, and for
              the period September 28, 1988 (date of inception) to
                                October 31, 2001
                                ----------------





Independent Auditor's Report...............................................   11

Financial Statements:

         Balance Sheets....................................................   12

         Statements of Operations..........................................   13

         Statements of Stockholders' Equity................................14-15

         Statements of Cash Flows..........................................   16

         Notes to Financial Statements.....................................17-19


                                      -10-


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

Board of Directors GUMP & COMPANY, INC.

I have  audited  the  accompanying  balance  sheets of GUMP & COMPANY,  INC.  (a
development  stage  company),  as of October  31,  2001 and 2000 and the related
statements of  operations,  stockholders'  equity,  and cash flows for the years
then ended, and for the period September 28, 1988 (date of inception) to October
31, 2001.  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.,
for the period  September 28, 1988 (date of inception) to October 31, 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,  based  on my  audit  and the  aforementioned  report  of  other
auditors,  the financial  statements  referred to above present  fairly,  in all
material respects, the financial position of GUMP & COMPANY, INC. (a development
stage  company),  as of  October  31,  2001 and  2000,  and the  results  of its
operations  and its cash  flows for the years  then  ended,  and for the  period
September 28, 1988 (date of  inception) to October 31, 2001, in conformity  with
generally accepted accounting principles.

As discussed in Note A of the financial statements,  the Company has not engaged
in any significant  business activity since its formation on September 28, 1988.
The Company is  proposing to develop  certain  business  operations  although it
presently has no  identifiable  sources of  additional  capital to develop these
operations.




Gerald R. Perlstein
Los Angeles, California

January 3, 2002


                                      -11-
<PAGE>
<TABLE>
<CAPTION>


                              GUMP & COMPANY, INC.
                          (A development stage company)

                                 Balance Sheets




                                     ASSETS


                                                                                  October 31,    October 31,
                                                                                      2001           2000
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>
Current Assets:

    Cash                                                                          $    17,692    $         0
                                                                                  -----------    -----------

         Total Current Assets and Assets                                               17,692              0
                                                                                  -----------    -----------


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Due to Stockholder                                                                    714              0
                                                                                  -----------    -----------

         Total Current Liabilities                                                        714              0

    Stockholders' Equity
    Preferred Stock - $.001 par value,
    Authorized - 2,000,000 shares
    Issued - None
    Common Stock - $.01 par value,
    Authorized - 20,000,000 shares
    Issued - 2,033,201 shares at October 31, 2001 and
    33,201 shares at
    October 31, 2000                                                                   20,332            332

    Additional paid-in-capital                                                         36,605         36,605

    Accumulated deficit during
         development stage                                                            (39,959)       (36,937)
                                                                                  -----------    -----------

         Total Stockholders' Equity                                                    16,978              0
                                                                                  -----------    -----------

         Total Liabilities and Stockholders' Equity
                                                                                  $    17,692    $         0
                                                                                  -----------    -----------
</TABLE>

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

                                      -12-

<PAGE>


                              GUMP & COMPANY, INC.
                          (A development stage company)

                            Statements of Operations

                 For the Years Ended October 31, 2001 and 2000,
          and for the period September 28, 1988 (date of inception) to
                                October 31, 2001
                                ----------------






                                                                       Since
                                       2001             2000         Inception
                                   -----------      -----------     -----------


Revenues                           $         0      $         0     $         0

Expenses                                 3,022                0          39,959
                                   -----------      -----------     -----------

Net Income (loss)                  $    (3,022)     $         0     $   (39,959)
                                   -----------      -----------     -----------

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

Weighted average number of
outstanding shares                   1,033,201           33,201         447,201
                                   -----------      -----------     -----------




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

                                      -13-
<PAGE>
<TABLE>
<CAPTION>


                              GUMP & COMPANY, INC.
                         (A development stage company)

                       Statements of Stockholders' Equity



                                                                                                      Total
                                                                       Additional                 Stockholders'
                                           Common         Stock         Paid-In-    Accumulated       Equity
                                           Shares         Amount        Capital       Deficit       (Deficit)
                                        -----------    -----------    -----------   -----------    -----------
<S>                                     <C>            <C>            <C>           <C>            <C>
Issuance of common stock for cash           750,000    $       750                                 $       750

Capital contribution                                                  $     7,811                        7,811

Net loss                                                                                 (7,811)        (7,811)
                                        -----------    -----------    -----------   -----------    -----------

Balance at October 31, 1988                 750,000            750          7,811        (7,811)           750

Issuance of common stock under stock
bonus plan                                1,250,000          1,250                                       1,250

Capital contribution                                                        3,002                        3,002

Net loss                                                                                 (7,990)        (7,990)
                                        -----------    -----------    -----------   -----------    -----------

Balance October 31, 1989                  2,000,000          2,000         10,813       (15,801)        (2,988)

Capital contribution                                                       11,124                       11,124

Net loss                                                                                 (7,120)        (7,120)
                                        -----------    -----------    -----------   -----------    -----------

Balance October 31, 1990                  2,000,000          2,000         21,937       (22,921)         1,016

Net loss                                                                                 (7,356)        (7,356)
                                        -----------    -----------    -----------   -----------    -----------

Balance October 31, 1991                  2,000,000          2,000         21,937       (30,277)        (6,340)

Issuance of common stock for cash         1,000,000          1,000          9,000                        10,000

Issuance of stock for legal services        300,000            300          2,700                         3,000

Net loss                                                                                 (8,174)        (8,174)
                                        -----------    -----------    -----------   -----------    -----------

Balance October 31, 1992                  3,300,000          3,300         33,637       (38,451)        (1,514)

One for ten reverse stock split (par
value increased from $0.001 to $0.01)    (2,970,000)


Net income                                    1,514          1,514
                                        -----------    -----------    -----------   -----------    -----------

Balance October 31, 1993                    330,000          3,300         33,637       (36,937)             0

                                      -14-

<PAGE>

                              GUMP & COMPANY, INC.
                          (A development stage company)

                  Statements of Stockholders' Equity continued




                                                                                                      Total
                                                                       Additional                 Stockholders'
                                           Common         Stock         Paid-In-    Accumulated       Equity
                                           Shares         Amount        Capital       Deficit       (Deficit)
                                        -----------    -----------    -----------   -----------    -----------

No activity:
November 1, 1993 through October 31,
1997

One for ten reverse stock split            (296,799)       (2,968)        2,968
                                        -----------    -----------    -----------   -----------    -----------

Balance October 31, 1998, 1999 and 2000
                                             33,201            332         36,605       (36,973)             0

Issuance of common stock for cash         2,000,000         20,000         20,000

Net loss                                     (3,022)        (3,022)
                                        -----------    -----------    -----------   -----------    -----------

Balance October 31, 2001                  2,033,201    $    20,332    $    36,605   ( $  39,959)   $    16,978
                                        -----------    -----------    -----------   -----------    -----------
</TABLE>


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

                                      -15-

<PAGE>
<TABLE>
<CAPTION>


                              GUMP & COMPANY, INC.
                          (A development stage company)

                            Statements of Cash Flows

                 For the Years Ended October 31, 2001 and 2000,
          and for the period September 28, 1988 (date of inception) to
                                October 31, 2001





                                                                                       Since
                                                          2001           2000        Inception
                                                        ---------      ---------     ---------
<S>                                                     <C>            <C>           <C>
Cash Flows from operating activities:
    Net income (loss)                                   $  (3,022)     $       0     $ (39,959)
    Adjustments to reconcile net income (loss) to net
         cash provided (used in) operating activities
    Issuance of stock for bonus and legal services              0              0         4,250
    Increase in due to stockholder                            714              0           714
                                                        ---------      ---------     ---------

Cash provided by (used in) operating activities            (2,308)             0       (34,995)
                                                        ---------       -            ---------

Cash Flows from Investing Activities:                           0              0             0

Cash Flows from Financing Activities:

Proceeds from capital contributions                             0              0        21,937

Proceeds from issuance of common stock                     20,000              0        30,750
                                                        ---------      ---------     ---------

Net Cash provided by Financing Activities                  20,000              0        52,687
                                                        ---------      ---------     ---------

Net Increase in cash                                       17,692              0        17,692

Cash at beginning of years and period                           0              0             0
                                                        ---------      ---------     ---------

Cash at end of year                                     $  17,692      $       0     $  17,692
                                                        ---------      ---------     ---------
</TABLE>

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

                                      -16-


<PAGE>


                              GUMP & COMPANY, INC.
                          (A development stage company)

                          Notes to Financial Statements

                           October 31, 2001, and 2000
            and for the Period September 28, 1988 (Date of Inception)
                               to October 31, 2001
                               -------------------


1.  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
    --------------------------------------------------------------------

     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 a 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.

          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  249,792
          shares,  of  the  common  stock  of  the  Company.  The  new  majority
          shareholder became the sole officer and a director of the Company.

          Effective  on April 16,  2001 the  Company  executed a one (1) for ten
          (10) reverse  stock split.  Consequently,  the number of common shares
          issued and outstanding decreased from 330,000 shares to 33,201 shares,
          after rounding. The financial statements have been restated to reflect
          the reverse stock split as if it had occurred  during the period ended
          October 31, 1998.

          On April 25, 2001 the principal shareholder purchased 2,000,000 shares
          of the Company's common stock at the stated par value.

          The Company  has no business  operations  or  identifiable  sources of
          additional  capital  to  develop  independent   business   operations.
          However,  the  Company  has  plans  to seek  and  acquire  one or more
          properties  or  businesses  and to  pursue  other  related  activities
          intended to enhance the  stockholders'  value for their investments in
          the Company.

                                      -17-

<PAGE>


                              GUMP & COMPANY, INC.
                          (A development stage company)

                     Notes to Financial Statements continued

                           October 31, 2001, and 2000
            and for the Period September 28, 1988 (Date of Inception)
                               to October 31, 2001
                               -------------------

     B.   Loss Per Share
          --------------
          Loss per share of common stock is computed  using the weighted  number
          of common shares  outstanding  during the period  shown.  Common stock
          equivalents  are not  included in the  determination  of the  weighted
          average number of shares outstanding, as they would be antidilutive.

     C.   Development Stage Company
          -------------------------
          The Company is an  enterprise in the  development  stage as defined by
          Statement No. 7 of the Financial  Accounting  Standards  Board and has
          not  engaged in any  significant  business  other than  organizational
          efforts.

     D.   Impairments of Long Lived Assets
          --------------------------------
          The Company  evaluates its long-lived assets by measuring the carrying
          amount of the assets  against the estimated  undiscounted  future cash
          flows  associated with them. If such  evaluations  indicate the future
          undiscounted   cash  flows  of  certain   long-lived  assets  are  not
          sufficient  to recover the carrying  value of such assets;  the assets
          are  adjusted to their fair  values.  No  adjustment  to the  carrying
          values of the assets has been made.

     E.   Statement of Cash Flows
          -----------------------
          Supplemental disclosure of cash flow information is as follows:

          Cash paid during the period September 28, 1988 to October 31, 2001.

                  Interest                           0
                  Income taxes                       0

     F.   Use of Estimates
          ----------------
          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and assumptions that effect reported amounts of assets and liabilities
          at the date of the  financial  statements,  and  revenues and expenses
          during  the  reporting  period.   Actual  results  could  differ  from
          estimates and assumptions made.

     G.   Management Representation
          -------------------------
          The  financial   statements  and  notes  are  representations  of  the
          Company's  management,  which is responsible  for their  integrity and
          objectivity. They include all adjustments deemed necessary in order to
          make the financial  statements not misleading.  Management  represents
          that  these  financial   statements   conform  to  generally  accepted
          accounting  principles  and  have  been  consistently  applied  in the
          preparation of the financial statements.

                                      -18-

<PAGE>


                              GUMP & COMPANY, INC.
                          (A development stage company)

                     Notes to Financial Statements continued

                           October 31, 2001, and 2000
            and for the Period September 28, 1988 (Date of Inception)
                               to October 31, 2001
                               -------------------



     H.   Research and Development
          ------------------------
          Research and  development  expenditures  are charged to  operations as
          incurred.  The Company has not incurred  costs of this nature  through
          October 31, 2001.


2.   FAIR VALUE OF FINANCIAL INSTRUMENTS
     -----------------------------------
     The Company has used market information for similar instruments and applied
     judgment to estimate  fair value of financial  instruments.  At October 31,
     2001 the fair value of cash, and due to stockholder  approximated  carrying
     values because of the short-term nature of these instruments.


3.   COMMITMENTS AND CONTINGENCIES
     -----------------------------
     The Company is not presently involved in any litigation.


4.   INCOME TAXES
     ------------
     The Company presently owes no income taxes.


5.   SUBSEQUENT EVENTS
     -----------------

     A.   Registration Statement
          ----------------------
          On January 9, 2002,  the Company  notified the Securities and Exchange
          Commission  of its  intention to withdraw its  Registration  Statement
          filed on Form SB-2.

                                      -19-

<PAGE>



                                    Part III


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

Directors and Executive Officers

     The following person is our current sole executive officer and director:

             Name              Age                        Position
      ----------------      ---------         ----------------------------------
      Mark A.  DiSalvo         50            President, Chief Executive Officer,
                                             Chief Financial Officer, Secretary-
                                             Treasurer and Director

     Mark  DiSalvo  has been  our  president,  chief  executive  officer,  chief
financial officer, secretary-treasurer,  sole director and principal stockholder
since June 7, 2000. Mr. DiSalvo has been self-employed as a business  consultant
for over 10 years. He has managed his personal  portfolio of securities and real
estate investments for the past 20 years. As a business consultant,  he provides
consulting  services  to  small  and  development-stage  companies  relating  to
possible merger and acquisition candidates. Mr. DiSalvo is the sole stockholder,
officer and director of California Brokerage Services, Inc., which is a personal
holding company for Mr. DiSalvo's  business  investments.  California  Brokerage
Services  is not a  licensed  broker-dealer  firm  and does  not  engage  in any
securities  transactions  for any party other than Mr.  DiSalvo.  He served as a
director  of  Stan  Lee  Media,   Inc.,   formerly  known  as  Boulder   Capital
Opportunities, Inc., a public development stage company from August 1997 to July
1999.  He served  from March  1997 to July 1998 as  president,  chairman  of the
board, chief executive officer and  secretary-treasurer  of Prodeo Technologies,
Inc., a public development stage company,  formerly known as SITEK, Incorporated
and  Dentmart  Group,  Ltd.  Mr.  DiSalvo only devotes as much of his time as is
necessary  for  management  of our business and  implementation  of our business
plan. Currently,  Mr. DiSalvo devotes approximately three hours per week for our
business which includes seeking and evaluating possible  acquisition  candidates
and  preparation  of periodic and annual  reports  required to be filed with the
Commission under the Exchange Act.

     Our board of directors is elected annually by our  stockholders.  Directors
receive no cash  compensation  for their  services to us as  directors,  but are
reimbursed for expenses actually incurred in connection with attending  meetings
of the board of directors.

     We do not currently have an audit  committee,  a nominating  committee or a
compensation committee.

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

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

                                      -20-

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

Mark A.  DiSalvo,  our sole  executive  officer does not  currently  receive any
compensation nor are we accruing any  compensation for his services.  He has not
received any compensation  since his election as an officer and director in June
2000. Until we acquire additional  capital,  it is not intended that any officer
or director  will  receive  compensation  from us other than  reimbursement  for
out-of-pocket  expenses  incurred  on our  behalf.  We  have  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 of these programs in the future.

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


     The following table sets forth the beneficial ownership of our common stock
as of January 18, 2002, by (i) each person known by us to beneficially own 5% or
more of our  outstanding  common  stock,  (ii) our sole  executive  officer  and
director,  and (iii) all of our  executive  officers  and  directors as a group.
Except as otherwise indicated, all shares are beneficially owned, and investment
and voting power is held by the persons named as owners.


                                         Beneficial Ownership
                                 --------------------------------------
                                    No. of Shares             %
                                 ------------------  ------------------
Mark A. DiSalvo(1)                  2,016,472(2)            99.2%
------------------
     (1) Mr. DiSalvo's  address is 192 Searidge Court,  Shell Beach,  California
93449. Mr. DiSalvo is our sole officer and director.

     (2) Mr.  DiSalvo  is the  beneficial  owner of 16,472  shares of our common
stock issued in the name of  California  Brokerage  Services,  Inc.,  which is a
personal holding company for Mr. DiSalvo's investments.  Mr. DiSalvo is the sole
stockholder, officer and director of California Brokerage Services, Inc.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Changes of Control

     On September 10, 1993, our then principal stockholders, David Goodnight, C.
Jack Bean,  Matt  Heinzelmann,  K. David  Beardsley and Angel Generes  agreed to
exchange all of their respective  shares of our capital stock for 126,192 shares
of  common  stock of Sea Pride  Industries,  Inc.,  a  privately  held  Delaware
corporation   ("Sea  Pride")  of  which  John  D.  Ericsson  was  the  principal
stockholder  and  president.  Also on September 10, 1993, we changed our name to
Sea Pride, David Goodnight,  Matt Heinzelmann and K. David Beardsley resigned as
our officers and  directors,  and John D. Ericsson was elected as our president,
treasurer and sole director.  Mr. Ericsson served in these capacities until June
7, 2000 when Mark A. DiSalvo  acquired  control of our company.  The exchange of


                                      -21-

<PAGE>

shares  was the  result of arms  length  negotiations.  John D.  Ericsson  owned
approximately   24,972  shares,  or  approximately  75.69%  of  our  issued  and
outstanding stock.

     On June 7, 2000, our then principal stockholder, sole officer and director,
John D. Ericsson, sold 16,472 shares of our common stock to California Brokerage
Services,  Inc. and 8,500 shares to Robert M. Kern,  our general  counsel.  Mark
DiSalvo,  our sole  officer,  director  and  principal  shareholder  is the sole
stockholder,  officer and director of California Brokerage Services,  Inc. Also,
on June 7, 2000,  John D.  Ericsson  resigned as an officer and director and Mr.
DiSalvo was elected as our sole officer and director. The purchase of our shares
by California Brokerage Services, Inc. and Robert M. Kern was the result of arms
length  negotiations  between the parties.  After this  transaction,  California
Brokerage  Services,  Inc., owned a total of 16,472 shares, or approximately 50%
of our issued and outstanding stock.

     In order to raise working  capital,  on April 25, 2001,  we sold  2,000,000
shares of our common stock to Mark A. DiSalvo for $20,000 or $.01 per share. The
purchase  price  paid for our shares by Mr.  DiSalvo  was based on the $0.01 per
share par value of our common stock.  Mr.  DiSalvo  currently is the  beneficial
owner of 2,016,472  shares of our common stock,  or  approximately  99.2% of our
issued and outstanding stock.

Indemnification of Officers and Directors

     As authorized by Section 145 of the General Corporation Law of the State of
Delaware,  or DGCL,  provides  that each of our  directors  and  officers may be
indemnified by us against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement  actually and  reasonably  incurred in connection
with the defense or settlement  of any  threatened,  pending or completed  legal
proceedings  in  which  he is  involved  by  reason  of the  fact he is or was a
director  or  officer  of our  company if he acted in good faith and in a manner
that he reasonably believed to be in or not opposed to our best interests,  and,
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe that his conduct was unlawful.  If the legal proceeding,  however, is
by or in  the  right  of  our  company,  the  director  or  officer  may  not be
indemnified  in respect of any claim,  issue or matter as to which he shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his duty to our company unless a court determines otherwise.

     Our  Certificate of  Incorporation  provides that a director of our company
shall not be personally  liable to our company or our  stockholders for monetary
damages for breach of  fiduciary  duty as a  director,  except as limited by the
DGCL.  Our Bylaws provide for the  indemnification  of our directors or officers
and our  employees  and agents  under  certain  circumstances.  We intend  these
provisions to provide  indemnification  for  appropriate  persons to the fullest
extent permitted by law.

                                      -22-

<PAGE>

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors,  officers or control persons pursuant
to the  foregoing  provisions,  we have been informed that in the opinion of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is therefore unenforceable.

Conflicts of Interest

     Our sole officer and director will devote only a portion of his time to our
affairs.  There will be  occasions  when the time  requirements  of our business
conflict with the demands of the his other business and  investment  activities.
These conflicts may require that we attempt to employ additional personnel.

     Although  management  has no  current  plans to  cause  us to do so,  it is
possible  that we may enter  into an  agreement  with an  acquisition  candidate
requiring  the sale of all or a  portion  of the  common  stock  held by the our
current  principal  stockholder  to  the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of  payment  to the our  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 our 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  us 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 8-KSB.

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

Exhibit  Document
No.
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 our behalf
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 our behalf on January 24, 1989)

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)

                                      -23-

<PAGE>

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).

     We filed no  reports on Form  8-KSB  during the last  quarter of our fiscal
year ending October 31, 2001.


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 23, 2002



                                      -24-