MATZEL & MUMFORD MORTGAGE FUNDING INC
8-K/A, 1996-08-26
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 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)


================================================================================

<PAGE>


Item 7(a).  Financial Statements.

                               MATZEL & MUMFORD AT

                               PISCATAWAY, L.L.C.

                              FINANCIAL STATEMENTS
                               PERIOD MAY 1, 1996
                       (DATE OF INCEPTION) TO JUNE 4, 1996

                                                                

Contents
- --------
Independent auditors' report                                    

Financial statements:
   Balance sheet                                                
   Statement of cash flows                                      
   Notes to financial statements                                


<PAGE>

                     MATZEL & MUMFORD AT PISCATAWAY, L.L.C.


                                    Contents



Independent Auditors' Report


To the Members
Matzel & Mumford at Piscataway, L.L.C.
Hazlet, New Jersey

We  have  audited  the  accompanying  balance  sheet  of  Matzel  &  Mumford  at
Piscataway,  L.L.C.  as of June 4, 1996 and the related  statement of cash flows
for the period May 1, 1996 (date of inception) to June 4, 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 Piscataway,
L.L.C. as of June 4, 1996 and its cash flows for the period May 1, 1996 (date of
inception) through June 4, 1996 in conformity with generally accepted accounting
principles.



July 19, 1996


<PAGE>


                     MATZEL & MUMFORD AT PISCATAWAY, L.L.C.


                                  Balance Sheet





June 4, 1996
- -----------------------------------------------------------------------------
Assets
   Cash                                                              $46,527
   Inventory                                                         978,605
- -----------------------------------------------------------------------------
              Total assets                                        $1,025,132
=============================================================================
Liabilities and Members' Equity
   Accounts payable                                                   $2,132
   Due to affiliates                                                 120,000
   Mortgage payable - M&M Mortgage Funding                           903,000
- -----------------------------------------------------------------------------
              Total liabilities                                    1,025,132
- -----------------------------------------------------------------------------
Members' equity                                                        1,000
Receivable from members                                               (1,000)
- -----------------------------------------------------------------------------
              Total members' equity                                        -
=============================================================================
              Total liabilities and members' equity               $1,025,132
=============================================================================
                              See accompanying notes to financial statements.


<PAGE>


                     MATZEL & MUMFORD AT PISCATAWAY, L.L.C.


                             Statement of Cash Flows






For the period May 1, 1996 (date of inception) to June 4, 1996
- -----------------------------------------------------------------------------
Cash flows from operating activities:
   Net income                                                             $-
   Adjustments to reconcile net loss to net cash used in operating
      activities:
        Increase in inventories                                      978,605
        Increase in accounts payable                                   2,132
- -----------------------------------------------------------------------------
              Net  cash used in operating activities                 976,473
- -----------------------------------------------------------------------------
Cash flows from financing activities:
   Proceeds from notes payable                                       903,000
   Advances from affiliates                                          120,000
- -----------------------------------------------------------------------------
              Net cash provided by financing activities            1,023,000
- -----------------------------------------------------------------------------
Increase in cash                                                      46,527
Cash, beginning of period                                                  -
=============================================================================
Cash, end of period                                                  $46,527
=============================================================================
                              See accompanying notes to financial statements.


<PAGE>
                     MATZEL & MUMFORD AT PISCATAWAY, L.L.C.


                          Notes to Financial Statements




       1. Summary of Accounting         Nature of Business and Organization
          Policies

                                        Matzel   &   Mumford   at    Piscataway,
                                        L.L.C.("M&M  at  Piscataway")  is a  New
                                        Jersey limited  liability company formed
                                        on May  1,  1996,  for  the  purpose  of
                                        purchasing   land  in  Piscataway,   New
                                        Jersey and developing  and  constructing
                                        126 single-family  homes on the land. On
                                        June 4, 1996,  M&M at Piscataway  closed
                                        title  to 21 lots and has an  option  to
                                        purchase the remaining 125 lots. Through
                                        June  4,   1996,   there   has  been  no
                                        operating activities.

                                        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 are currently  comprised
                                        of land and project overhead.  Inventory
                                        costs will be  comprised  of direct unit
                                        and allocated costs.  Development  costs
                                        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.
<PAGE>
                                        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 June 4, 1996:

- -----------------------------------------------------------------------------
Land                                                                $903,000
Project overhead                                                      75,605
=============================================================================
                                                                    $978,605
=============================================================================

                                        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
                                        M&M  at  Piscataway,  which  is  payable
                                        interest only at 16%.  Interest payments
                                        are payable quarterly until June 4, 1997
                                        when the outstanding  principal  balance
                                        is due. The note is  collateralized by a
                                        mortgage on the property.

       4. Related Party Transactions    The  Company has an  agreement  with The
                                        Matzel  &  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
                                        $35,000 per month. During the period May
                                        1  through  June 4,  1996,  the  Company
                                        incurred   $70,000  in  management  fees
                                        which   have   been    capitalized    in
                                        inventories at June 4, 1996.

                                        Also included in due to/from  affiliates
                                        are net cash  advances  from  affiliated
                                        companies of the managing  member of the
                                        Company.  The advances are short term in
                                        nature and bear no interest. The amounts
                                        are to be repaid as cash flow allows.
<PAGE>


Item 7(c).  Exhibits.

     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.



Dated: August 23, 1996                         By: /S/ ROGER MUMFORD
                                                  -----------------------------
                                                  Roger Mumford
                                                  President


<PAGE>


                                INDEX TO EXHIBITS

Exhibit 
Number                              Document                               Page
- -------                             --------                               ----

   27     Financial Data Schedule.


<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                  1
       
<S>                             <C>
<PERIOD-TYPE>                   OTHER
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-04-1996
<CASH>                                          46,527
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    978,605
<CURRENT-ASSETS>                             1,025,132
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,025,132
<CURRENT-LIABILITIES>                        1,025,132
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,025,132
<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
        

</TABLE>


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