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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 30, 1996
MATZEL & MUMFORD MORTGAGE FUNDING, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 33-98178 22-3382016
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Village Court, Hazlet, New Jersey 07730
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(Address of principal executive offices) (Zip Code)
(908) 888-4801
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(Registrant's telephone number, including area code)
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<PAGE>
Item 7(a). Financial Statements.
Independent Auditors' Report
To the Members
Matzel & Mumford at South Brunswick, L.L.C.
Hazlet, New Jersey
We have audited the accompanying balance sheet of Matzel & Mumford at South
Brunswick, L.L.C. as of July 31, 1996 and the related statement of cash flows
for the period May 1, 1996 (date of inception) to July 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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 statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Matzel & Mumford at South
Brunswick, L.L.C. as of July 31, 1996 and its cash flows for the period May 1,
1996 (date of inception) through July 31, 1996 in conformity with generally
accepted accounting principles.
BDO SEIDMAN, LLP
August 15, 1996
<PAGE>
Matzel & Mumford at South Brunswick, L.L.C.
Balance Sheet
July 31, 1996
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Assets
Cash $212,857
Inventory 1,458,603
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Total assets $1,671,460
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Liabilities and Members' Equity
Due to affiliates (Note 4) $471,460
Mortgage payable - M&M Mortgage Funding (Note 3) 1,200,000
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Total liabilities 1,671,460
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Members' equity 1,000
Receivable from members (1,000)
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Total members' equity -
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Total liabilities and members' equity $1,671,460
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See accompanying notes to financial statements.
<PAGE>
Matzel & Mumford at South Brunswick, L.L.C.
Statement of Cash Flows
For the period May 1, 1996 (date of inception) to July 31, 1996
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Cash flows from operating activities:
Net income $ -
Adjustments to reconcile net loss to net cash used in operating
activities:
Increase in inventories 1,458,603
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Net cash used in operating activities 1,458,603
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Cash flows from financing activities:
Proceeds from notes payable 1,200,000
Advances from affiliates 471,460
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Net cash provided by financing activities 1,671,460
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Increase in cash 212,857
Cash, beginning of period -
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Cash, end of period $212,857
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See accompanying notes to financial statements.
<PAGE>
Matzel & Mumford at South Brunswick, L.L.C.
Notes to Financial Statements
1.Summary of Accounting Nature of Business and Organization
Policies
Matzel & Mumford at South Brunswick, L.L.C.
(the "Company") is a New Jersey limited
liability company formed on May 1, 1996 for
the purpose of purchasing land in South
Brunswick, New Jersey and developing and
constructing 40 single-family homes on the
land. Through July 31, 1996, there has been
no operating activity.
Revenue Recognition
Revenues arising from home sales will be
recognized under the accrual method. Under
this method, income will be recognized when
all terms relating to the sale of a unit are
complete, consideration is exchanged and
title is conveyed to the buyer.
Inventories
Inventories are stated at the lower of cost
or estimated net realizable value, which is
determined by reducing the anticipated net
sales proceeds by the estimated costs
necessary to complete or improve the property
to the condition used in arriving at the
anticipated selling price.
Inventory costs currently comprise land and
project overhead. Inventory costs will
comprise direct unit and allocated costs.
Development costs for each building lot will
be capitalized until the property is complete
and title has been conveyed to the buyer.
Development costs generally include land and
improvements, house construction, project
overhead, interest and a portion of
construction management fees. Interest
capitalized is based upon the interest rate
on specifically related debt. A portion of
the management fees to a related party are
paid and capitalized by the Company.
Members' Capital
The two managing members have pledged a total
of $1,000 in capital contributions.
Income Taxes
The Company is organized and operates as a
limited liability corporation which is not
subject to Federal or state income taxes.
Accordingly, no provision for income taxes
has been made. The earnings or losses of the
Company are included on each member's tax
return, according to the terms of the
operating agreement.
Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
reported amounts of assets and liabilities
and disclosure of contingent assets and
liabilities at the date of the financial
statements and the reported amounts of
revenues and expenses during the reporting
period. Actual results could differ from
those estimates.
2.Inventories Inventories relating to the development of
single-family homes consist of the following
at July 31, 1996:
Land $1,180,000
Project overhead 278,603
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$1,458,603
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All expenses incurred for the development of
the project will be capitalized. Selling
expenses which do not benefit future periods,
and general and administrative expenses, will
be treated as period costs and will be
expensed as incurred.
3.Mortgage Payable The Company has a mortgage payable to Matzel
& Mumford Mortgage Funding, Inc., an entity
controlled by the members of the Company. The
mortgage note is payable interest only at
16%, to be paid quarterly until July 31,
1997, when the outstanding principal balance
is due. The note is collateralized by a
first mortgage on the property.
4.Related Party The Company has an agreement with The Matzel
Transactions & Mumford Organization, Inc. ("MMO"),
whereby MMO provides construction management
services at a fee of 4% of the gross selling
price of each house. MMO is entitled to draws
of $30,000 per month. During the period May 1
through July 31, 1996, no management fees
have been incurred.
Included in due to/from affiliates are
transfers of costs incurred by affiliated
companies of the managing member of the
Company. The amounts are short term in nature
and bear no interest. The amounts are to be
repaid as cash flow allows.
Item 7(c). Exhibits
4(a) Indenture between Matzel & Mumford Mortgage Funding, Inc. (the
"Funding Company") and First Union National Bank, as Trustee,
dated as of January 25, 1996 (incorporated by reference to
Exhibit 4(a) of Registration Statement on Form SB-2 (Reg. No.
33-98178)).
4(b) Resolutions of the Board of Directors of the Funding Company
respecting terms of Intermediate Term Secured Notes
(incorporated by reference to Exhibit 4(b) of Quarterly Report
on Form 10-QSB for the quarter ended March 31, 1996).
27 Financial Data Schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
MATZEL & MUMFORD MORTGAGE
FUNDING, INC.
/S/ ROGER MUMFORD
Dated: October 2, 1996 By:-------------------------
Roger Mumford
President
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT PAGE
4(a) Indenture between Matzel & Mumford Mortgage Funding, *
Inc. (the "Funding Company") and First Union
National Bank, as Trustee, dated as of January 25,
1996 (incorporated by reference to Exhibit 4(a) of
Registration Statement on Form SB-2 (Reg. No.
33-98178)).
4(b) Resolutions of the Board of Directors of the Funding *
Company respecting terms of Intermediate Term
Secured Notes (incorporated by reference to Exhibit
4(b) of Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996).
27 Financial Data Schedule.
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*Incorporated by reference.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUL-31-1996
<CASH> 212,857
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,458,603
<CURRENT-ASSETS> 1,671,460
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,671,460
<CURRENT-LIABILITIES> 1,671,460
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,671,460
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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