MATZEL & MUMFORD MORTGAGE FUNDING INC
8-K, 1996-06-26
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


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


          Date of Report (Date of earliest event reported) June 4, 1996


                     MATZEL & MUMFORD MORTGAGE FUNDING, INC.
             (Exact name of registrant as specified in its charter)


       New Jersey                  33-98178               22-3382016
- ----------------------------     ------------          -------------------   
(State or other jurisdiction      (Commission            (IRS Employer
 of incorporation)                File Number)          Identification No.)


                   100 Village Court, Hazlet, New Jersey      07730
                 ----------------------------------------   ---------- 
                 (Address of principal executive offices)   (Zip Code)

                                 (908) 888-4801
             ------------------------------------------------------
              (Registrant's telephone number, including area code)


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<PAGE>



Item 4.  Change in Registrant's Certifying Accountant.
- ------   ---------------------------------------------

         As reported  in a Current  Report on Form 8-K filed by Matzel & Mumford
Mortgage Funding,  Inc. (the "Funding  Company") on June 3, 1996, and amended on
June 14, 1996, the Funding Company advised BDO Seidman, LLP that it would engage
the auditing  services of BDO Seidman,  LLP for the foreseeable  future. On June
25, 1996, the Funding Company  entered into a formal  engagement letter with BDO
Seidman, LLP as previously approved by the Funding Company's Board of Directors.

Item 5.  Other Events.
- -------  -------------

         On June 4, 1996,  the Funding  Company  made a first  mortgage  loan to
Matzel &  Mumford  at  Piscataway,  LLC  ("Maplehurst  Farm  LLC"),  the  entity
organized to develop, market and build a 126-lot subdivision known as Maplehurst
Farm. Maplehurst Farm is located on River Road in Piscataway,  Middlesex County,
New Jersey. Piscataway is located in the Route 287 corridor near major east-west
thoroughfares, and is less than a one hour drive from New York City. In addition
to its  proximity  to the  employment  centers of New York City and northern New
Jersey, Piscataway is itself a substantial base for white- and blue-collar jobs.

         Maplehurst Farm will consist of 126 homes on approximately 121 acres of
land,  most of which has been farmed.  Maplehurst  Farm LLC acquired 21 building
lots on June 4, 1996 for  $903,000,  or $43,000 per building lot. The closing of
title to the property was funded entirely by a loan from the Funding Company. In
addition, the Funding Company has committed to advance up to $247,000 of project
costs for management  fees,  approval costs and closing costs.  The  outstanding
balance of these  costs is  $136,474  as of June 4, 1996.  All  funding has been
secured with a first mortgage  lien. An affiliate of Maplehurst  Farm LLC has an
option to acquire the  remaining  105  building  lots that  Maplehurst  Farm LLC
intends to develop as part of Maplehurst Farm.

         Maplehurst Farm LLC expects to commence site  improvements on the first
21 lots of Maplehurst Farm in July 1996 and  concurrently  erect two model homes
and a sales office near the River Road entrance to the development.  The Funding
Company has  committed  to fund up to $850,000 for sitework and $500,000 for the
two model homes on a first mortgage basis, to be drawn as needed.  As of June 4,
none of the sitework or model loan is outstanding.

         The audited financial  statements of Maplehurst Farm LLC for the period
from  inception  (May 7, 1996) to June 30, 1996 will be filed as an amendment to
this Form 8-K  within  sixty  days of the  filing  of this  Current  Report,  as
permitted by Item 7(a)(4) of the requirements for a Current Report. The required
financial  statements are not available at this time because Maplehurst Farm LLC
is a new entity  which has not  previously  had  occasion  to produce  financial
statements.


<PAGE>


Item 7.   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).


<PAGE>


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant  has duly  caused this  Current  Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.


                                            MATZEL & MUMFORD MORTGAGE
                                             FUNDING, INC.



Dated:  June 25, 1996                      By:  /S/ ROGER MUMFORD
                                                ------------------------------
                                                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).




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* Incorporated by reference.



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