United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE 6-MONTH PERIOD ENDED April 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD .
-----------
COMMISSION FILE NO. 33-26616
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GUMP & COMPANY, INC.
(Exact Name of Small Business Issuer in its Charter)
Delaware 75-2256798
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
192 Searidge Court
Shell Beach, CA 93449
-------------------------------- --------
(Address of principal executive office) Zip Code
Issuer's telephone number: (805) 773-5350
---------------
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 [ ] NO [X].
No trading market exists for the common stock of Registrant. As of June 29,
2000, nonaffiliates had 80,208 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
June 29, 2000.
Transitional Small Business Disclosure Format: YES [ ] NO [X]
<PAGE>
Form 10-QSB
PART I
Item 1 - Financial Statements
FINANCIAL STATEMENTS AND
INDEPENDENT ACCOUNTANTS' COMPILATION REPORT
GUMP & COMPANY, INC.
(FORMERLY SEA PRIDE CAPITAL CORPORATION,
FORMERLY BRIAN CAPITAL, INC.)
APRIL 30, 2000
<PAGE>
Gump & Company, Inc. (formerly Sea Pride Capital Corporation,
formerly Brian Capital, Inc.)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT ACCOUNTANTS' COMPILATION REPORT 3
FINANCIAL STATEMENTS
BALANCE SHEET 4
STATEMENT OF OPERATION 5
STATEMENT OF STOCKHOLDERS' EQUITY 6
STATEMENT OF CASH FLOWS 7
NOTES TO FINANCIAL STATEMENTS 8
</TABLE>
<PAGE>
REZNICK FEDDER & SILVERMAN
Certified Public Accountants * A Professional Corporation
Two Premier Plaza * 5th Floor* 5605 Glenridge Drive * Atlanta Georgia 30342-1376
* Phone (404) 847-9447 * Fax (404) 847-9495
INDEPENDENT ACCOUNTANTS' COMPILATION REPORT
To the Board of Directors and Stockholders
Gump & Company, Inc. (formerly Sea Pride Capital Corporation,
formerly Brian Capital, Inc.)
We have audited the accompanying balance sheets of Gump & Company, Inc,
(formerly Sea Pride Capita1 Corporation, formerly Brian Capital, Inc.), as of
as of April 30, 2000, and the related statement of operations, stockholders
equity and cash flows for the six months then ended, in accordance with
Statements on Standards form Accounting and Review Services issiued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting information that is the
representation of management in the form of finiancial statements. We have not
audited or reviewed the accompanying financial statements and, accordingly, do
hot express an opinion or any other form of assurance on them.
/S/ Reznick Fedder & Silverman
Atlanta, Georgia
May 16, 2000
3
<PAGE>
<TABLE>
<CAPTION>
Gump & Company, Inc. (formerly Sea Pride Capital Corporation,
formerly Brian Capital, Inc.)
BALANCE SHEET
April 30, 2000
(See independent accountants' compilation report)
ASSETS
<S> <C>
Assets $ --
=========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities $ --
---------
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
Additional paid-in capital 33,637
Accumulated deficit (36,937)
---------
Total stockholders' equity --
---------
Total liabilities and stockholders' equity $ --
=========
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Gump & Company, Inc. (formerly Sea Pride Capital Corporation, formerly Brian Capital, Inc.)
STATEMENT OF OPERATIONS
Six months ended April 30, 2000
(See independent accountants' compilation report)
<S> <C>
Revenues $ --
Expenses --
--------
Net Income (loss) $ --
--------
Net Income (loss) per share $ --
========
Weighted average number of
shares outstanding 330,000
========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
<TABLE>
<CAPTION>
Gump & Company, Inc. (formerly Sea Pride Capital Corporation, formerly Brian Capital, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY
Six months ended April 30, 2000
(See independent accountants' compilation report)
<S> <C> <C> <C> <C> <C>
Common Stock Total
------------------ Additional Accumulated Stockholders'
Shares Amount Paid-In Capital Deficit Equity
------- ----------- ---------------- --------------- --------
Balance at October 31, 1999 330,000 $ 3,300 $ 33,637 $ (36,937) $ --
======= =========== ================ =============== ========
Net income (loss) -- -- -- -- --
------- ----------- ---------------- --------------- --------
Balance at April 30, 2000 330,000 $ 3,300 $ 33,637 $ (36,937) $ --
======= =========== ================ =============== ========
</TABLE>
See notes to financial statements
-6-
<PAGE>
<TABLE>
<CAPTION>
Gump & Company, Inc. (formerly Sea Pride Capital Corporation, formerly Brian Capital, Inc.)
STATEMENT OF CASH FLOWS
Six months ended April 30, 2000
(See independent accountants' compilation report)
Cash flows from operating activities
<S> <C>
Net income (loss) $ --
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities --
Cash provided by (used in) operating activities --
Cash flows from investing activities --
_________
Cash flows from financing activities --
_________
NET INCREASE (DECREASE) IN CASH --
_________
Cash at beginning of year --
_________
Cash at end of year $ --
=========
</TABLE>
See notes to financial statements
-7-
<PAGE>
Gump & Company, Inc. (formerly Sea Pride Capital Corporation,
formerly Brian Capital, Inc.)
NOTES TO FINANCIAL STATEMENTS
April 30, 2000
(See independent accountants' compilation report)
NOTE A - ORGANIZATION
Brian Capital, Inc. ("the Company"), was incorporated on September 28, 1988
under the laws of the state of Delaware. The Company is registered with the
Securities and Exchange Commission ("SEC").
The Company was organized to function 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. which
were held by John D. Ericsson. Subsequently, on September 15, 1993, the name
of Brian Capital, Inc. was changed to Sea Pride Capital Corporation. In
addition, the Company executed a one (1) for ten (10) reverse stock split. The
par value of the authorized shares of common and preferred stock increased 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 August 18, 1997, the Company executed an Amendment of the Certificate of
Incorporation to change its name to Gump & Company, Inc.
The Company has no business operations nor credit facilities or identifiable
sources of additional capital to develop independent business operations. The
Company was previously audited as of October 31, 1999. These financial
statements include the activity commencing November 1, 1999 and ending April 30,
2000.
-8-
<PAGE>
2. Subsequent Event
-----------------
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. 164,792 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. 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.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's Form
10-KSB and the consolidated financial statements for the years ended January 31,
1999, 1998, 1997, 1996, 1995, 1994, and 1993; and the consolidated financial
statements and related notes for the six month period ended April 30, 1999. The
statements in this Quarterly Report on Form 10-QSB relating to matters that are
not historical facts, including but not limited to statements found in this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", are forward-looking statements that involve a number of risks and
uncertainties.
Gump & Company, Inc. (the "Company") was incorporated on September 28,
1988 under the laws of the State of Delaware. The Company has 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 is filing this Form 10-QSB
to cover the six months ended April 30, 2000. The Company, has also filed Form
10-KSB to cover the fiscal periods ended October 31, 1993 through October 31,
1999.
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 April 30, 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.
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.
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 six months ended April 30, 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 net income of $1,514. Since 1993, the Company has
had no revenue, expenses, income or loss. The Company doe not anticipate a
significant change in the results of operations until such time as a business
combination is consummated, if ever.
PART II - OTHER INFORMATION
None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GUMP & COMPANY, INC.
Date: July 3, 2000
By: /s/ Mark A. DiSalvo
-----------------------------------------------
Mark A. DiSalvo
President, Chief Executive Officer and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
The Exhibits listed below are filed as part of this Report on
Form 10-QSB.
Exhibit
No. Document
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2.1 Articles of Incorporation (incorporated by
reference to Form 10-SB filed with the Securities and Exchange
Commission on behalf of the Company on July 29, 1996)
2.2 Bylaws (incorporated by reference to
Form 10-SB filed with the Securities and Exchange Commission
on behalf of the Company on July 29, 1996)
2.3 Certificate of Amendment of Certificate of Incorporation filed
September 2, 1997. (incorporated by reference to Form 10-KSB filed with
the Securities and Exchange Commission on behalf of the Company
on July 3, 2000)
2.4 Certificate of Amendment of Certificate of Incorporation filed
September 27, 1993. (incorporated by reference to Form 10-KSB filed
with the Securities and Exchange Commission on behalf of the Company
on July 3, 2000)
3.1 Specimen Stock Certificate (incorporated by reference to Form 10-KSB
filed with the Securities and Exchange Commission on behalf of the
Company on July 3, 2000)
27.1 Financial Data Schedule (for SEC use only).
<PAGE>
