MATZEL & MUMFORD MORTGAGE FUNDING INC
10KSB/A, 1996-05-15
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  FORM 10-KSB/A

(Mark One)

|X|    Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (Fee Required)



         For the fiscal year ended December 31, 1995*

*In accordance  with Rule 15d-2,  this Special  Financial  Report contains only
financial statements for the referenced fiscal year.

|_| Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required)

         For the transition period from ______ to ________

         Commission file number      33-98178
                                     --------

                     Matzel & Mumford Mortgage Funding, Inc.
- --------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


        New Jersey                              22-3382016
        ----------                              ----------
    (State or Other Jurisdiction              (I.R.S. Employer or
     of Incorporation)                        Organization Identification No.)

100 Village Court, Hazlet, New Jersey             07730
- -------------------------------------             -----
(Address of Principal Executive Offices)      (Zip Code)

                                 (908) 888-4801
- --------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

     Title of Each Class                   Name of Each Exchange
     -------------------                    on Which Registered
                                            -------------------

           None                                     None



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

                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  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      No   X   (not subject to filing requirements for the past 90 days)
    ----    ----

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.|X|

         State issuer's revenues for its most recent fiscal year.  $0
                                                                   --
State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days. $0
      --
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 500 shares common stock, no par value
                                           -------------------------------------

Transitional Small Business Disclosure Format (check one):

Yes        No   X
    ----      ----

                                   SIGNATURES

         In  accordance  with the  requirements  of  Section  13 or 15(d) of the
Exchange Act, the  Registrant has duly caused this Special  Financial  Report on
Form  10-KSB to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of Hazlet, State of New Jersey, on April 23, 1996.

                                                     MATZEL & MUMFORD MORTGAGE
                                                     FUNDING, INC.




                                                     By:   /s/ Roger Mumford
                                                     -------------------------
                                                      Roger Mumford
                                                      Chief Executive Officer




         In accordance  with the  requirements of the Exchange Act, this Special
Financial  Report on Form 10- KSB has been  signed by the  following  persons on
behalf of the Registrant in the capacities and on the dates stated.


 /s/ Bruce Matzel              Chairman of the Board            April 23, 1996
- --------------------------
Bruce Matzel


 /s/ Roger Mumford             Chief Executive Officer          April 23, 1996
- --------------------------     and Director
Roger Mumford


  /s/ Richard Anderson         Chief Financial Officer and      April 23, 1996
- --------------------------     Chief Accounting Officer
Richard Anderson


  /s/ Jonathan Fisher          Controller                       April 23, 1996
- --------------------------
Jonathan Fisher




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