UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10 - KSB

[X] Annual report under Section 13 or 15 (d) of the  Securities  Exchange Act of1934.  For the fiscal year ended  December 31, 2000 [ ] Transition  report underSection 13 or 15 (d) of the Securities  Exchange act of 1934. For the transitionfrom _________to____________
COMMISSION FILE NO. 33-39238

TMP LAND MORTGAGE FUND, LTD.,A CALIFORNIA LIMITED PARTNERSHIP(Name of small business issuer in its charter)

CALIFORNIA                                                                                            33-0451040(State or other jurisdiction of                                                                        (I.R.S. Employerincorporation or organization)                                                                        Identification No.)
801 N. PARKCENTER DRIVE, SUITE 235SANTA ANA, CALIFORNIA                                                                         92705(Address of principal executive offices)                                                            (Zip Code)
(714) 836-5503                           (Issuer's telephone number)
Securities registered under Section 12(b) of the ExchangeAct:

Title of each class                                                                    Name of each exchange on which registered-------------------                                                                                   ------------------------------N/A                                                                                                                              N/A

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

Title of each class                                                                     Name of each exchange on which registered-------------------                                                                                   ------------------------------Units of Limited Partnership Interest                                                                                 N/A

Check  whether  the issuer  (1) has filed all  reports  required  to be filed bySection 13 or 15 (d) of the  Exchange Act during the past 12 months (or for suchshorter 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[X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 ofRegulation  S-B is not  contained  in  this  form,  and no  disclosure  will  becontained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  orinformation  statements  incorporated  by  reference  in Part  III of this  Form10-KSB. Yes [] No [X ]

PART I
ITEM 1                      BUSINESS
TMP Land Mortgage Fund,Ltd., (the Partnership) is a California Limited Partnership formed in November1991, of which TMP Investments, Inc., a California Corporation, and TMPProperties, a California General Partnership, are the general partners(“General Partners”). The Partnership was formed principally to makeshort-term loans to unaffiliated parties secured by first trust deeds onunimproved properties, primarily in the Inland Empire area of SouthernCalifornia, and to provide cash distributions on a current basis to the limitedpartners, primarily from interest earned on the mortgage loans. The Partnershipis not a mutual fund or any other type of Investment Company within the meaningof, and is not subject to regulations under, the Investment Company Act of 1940.As of December 31, 2000, twelve loans had been made by the Partnership. 

Beginning in November 1991,the Partnership was engaged in the offering of up to 20,000 units of limitedpartnership Units (“Unit(s)” or “the Unit(s)”) at a purchaseprice of $1,000 per Unit pursuant to a Registration Statement on Form S-11. OnApril 22, 1994, the Partnership had received and accepted subscriptions of15,715 Units, representing total subscription proceeds in the amount of$15,715,000, and the offering was closed. Upon the conclusion of the offering,all of the subscription proceeds had been committed to the mortgage loaninvestments described below and working capital reserves. 

The Partnership wasorganized to originate and make loans secured by first deeds of trust (commonlyknown as “mortgages”) on unimproved real properties primarily in theInland Empire area of Southern California, which is located approximately 60miles east of the City of Los Angeles and 40 miles north of the City of SanDiego. Twelve loans were made for terms of between 6 to 36 months. ThePartnership does not intend to make any further loans other than those describedbelow. Each loan was made to an unaffiliated borrower who (i) paid a fee or“points” to obtain the loan, (ii) established a reserve that wouldsecure the payment of the interest for the interim term of the loan, and (iii)was to pay the entire principal amount of the loan in one lump sum payment,commonly referred to as a “balloon” payment, at the end of the loanterm. Each loan was made to an unaffiliated borrower who (i) used the proceedsof the loan to purchase or refinance a property the General Partners believe hasdevelopment potential; (ii) “predevelop” the property by obtainingzoning and other governmental approvals needed to permit construction of singleor multi-family residences or commercial buildings on the property(“predevelopment work”) and (iii) on completion of the predevelopmentwork, either sell the property to developers or contractors or obtain newfinancing on the property. 

It was intended that theloans would be repaid from the proceeds either of the sale or a refinancing ofthe property by the borrower. The Partnership does not participate in any profitthat the borrower may realize on the sale or refinancing of the property.Instead, the Partnership would receive from the proceeds of the sale orrefinancing, the principal amount of the Partnership’s loan and anyinterest that had been earned, but not paid, through the date of sale orrefinancing. 

As a consequence of adversechanges in market conditions and other factors, nine of the twelve loans made bythe Partnership to date have been foreclosed. In the event of foreclosure, theproperty securing the loan is to be made available for public sale approximatelyfour to six months after initiation of foreclosure proceedings and is to be soldto the highest bidder. The sales proceeds then are paid 
2
to the first mortgagee, who would be the Partnership, until the principal amountof the loan, and earned but unpaid interest,  and foreclosure  costs are repaid.Any  remaining  surplus is paid to the  borrower.  If no one offers a cash pricesufficient to enable the Partnership to recover its investment, the Partnership,as first  mortgagee,  is  entitled  to acquire  the  property  in  exchange  forcancellation  of the amounts owed by the  borrower.  In that event,  the GeneralPartners’  strategy is to complete any predevelopment work not completed bythe borrower and to attempt to sell the property for a price that would at leastenable the  Partnership to recover its investment in the property.  To date, thePartnership  has acquired each of the  properties on which it has  foreclosed onthe related loan. 

The Partnership’sinvestment in a foreclosed property generally consists of all amounts owing bythe borrower to the Partnership that were secured by the Partnership’smortgage at the time it acquired the property, the amounts expended to acquireand complete predevelopment of the property and, unless paid out of the grossproceeds of sale, any expenses incurred to sell the property. Any cash proceedsin excess of the investment will be distributed to the partners. 

The Partnership will beterminated as soon as practicable following liquidation of the Partnershipassets and distributions of cash to the General and Limited Partners. However,the Partnership will not be terminated until mortgage loans made by it have beenrepaid and all properties and other assets owned by it have been sold andpayment of the purchase price for those assets is received or converted intocash. At this time, it is unlikely that the Partnership will be terminatedwithin the next twelve months. 

DEVELOPMENT POTENTIAL OF UNDERLYING PROPERTIES
The Partnership made loansto borrowers seeking to acquire or refinance, develop and then sell undevelopedproperties in the Inland Empire area of Southern California to developers andcontractors. In most cases, the repayment of the Partnership’s loansdepended on the ability of the borrower to sell or refinance the property afterpredevelopment work is completed. Accordingly, one of the critical factors thataffect the ability of the Partnership to achieve its investment objectives isthe potential value and salability of the properties, which secure repayment ofthe Partnership’s loans, or the properties, which the Partnership hasacquired through foreclosure. 

Each loan made by thePartnership was secured by a first mortgage. In the event of a foreclosure sale,if the property is sold for at least the amount owed to the Partnership, theentire sales proceeds must be paid to the Partnership, as first mortgagee,before any proceeds may be paid to anyone else. If there are no otherpurchasers, or the other purchase offers made at the foreclosure sale are notsufficient to pay off the amounts owed to the Partnership, as first mortgagee,the Partnership is entitled to acquire the property in exchange for cancellationof the amounts owed by the borrower. Under applicable laws, on any suchacquisition, any other mortgages, liens or encumbrances on the property will beautomatically terminated and the Partnership will own the property free andclear and will have no payment obligations thereafter, other than (i) the costsof completing any predevelopment work not completed by the borrower; and (ii)property taxes that are assessed against the property after thePartnership’s acquisition of the property; and (iii) in some instancesspecial assessment district taxes which are assessed against the property. 

There may be circumstancesin which,  despite  default,  the general  partners  will choose not to initiateforeclosure  proceedings  immediately.  For example,  there may be ongoing salesnegotiations or a refinancing may be in process that would be
3
disrupted by the initiation of foreclosure  proceedings or the general  partnersmay conclude that the  borrower-owner is better able to complete  predevelopmentand to sell the property  than the  Partnership.  There also may be instances inwhich the general  partners choose not to purchase a property at the foreclosuresale, even though the Partnership  might sustain a partial or even total loss ofthe investment on the loan.  For example,  it may be preferable to accept a cashpurchase  offer for the property which is less than the amount owed on the loan,but which  would  enable the  Partnership  to recover  immediately,  in cash,  asubstantial  portion  of its  investment  in  the  loan.  There  could  also  becircumstances in which  environmental  problems on a property discovered after aloan is made  would  make  it  prudent  for the  Partnership  not to  acquire  aproperty.  However,  the General Partners believe such a circumstance would be arare occurrence. 

LOANS STATUS AND FORECLOSED PROPERTIES
As of December 31, 2000,the Partnership had made twelve mortgage loans of which three were paid and nineresulted in foreclosures. The status of such loans and related foreclosures andother relevant information are summarized below. 

TMP FLOWERFIELD, LLC(previously referred to as PR Equities, Ltd.) The Partnership made two loans(“Loan 1” and “Loan 2”) to PR Equities, Ltd., a CaliforniaLimited Partnership. The loans were secured by first trust deeds on residentialproperty located in San Jacinto, California. Loan 1 was secured by a first deedof trust on 304 residential lots consisting of 5 separate residential tracts inPhase II of the Rancho San Jacinto master-planned community. Loan 2 was securedby a first deed of trust on two residential tracts containing 148 lots that alsoare part of Phase II of the Rancho San Jacinto master-planned community. All ofthe properties are located east of Hewitt Street and north of Washington Avenuein San Jacinto. These properties have received approval of the tentative tractmaps. 

The Partnership foreclosedon the property securing these loans during 1994 and currently owns theproperty. The foreclosed San Jacinto properties have substantial Mello-Roosassessments and property tax delinquencies. An installment Payment Plan(five-year payment plan) with the County of Riverside Tax Collector was begun inJune 1999 to avoid the property being sold at a tax sale. An installment paymentwas due on April 10, 2000; however, it was decided not to pay the installment.In the meantime, the General Partners are attempting both to have the Mello-Roosbonds restructured and/or the penalties reduced, and sell the property byaggressively marketing the six tracts. As of December 31, 2000 the Partnershipcontributed this property to RSJ Builders, LLC. (“RSJ”). 

FRAME LOAN
The Partnership made athird loan (“Loan 3”) to Richard D. Frame secured by a first trustdeed for property under predevelopment in Temecula, California. The loan maturedon February 8, 1994 and was extended to April 20, 1994, at which time thePartnership received payment in full. Portions of the proceeds of this loan wereused for funding Loans 11 and 12. 

4
SUNSET CROSSING I LOAN
The Partnership made theirfourth loan (“Loan 4”) to Sunset Crossing I, a California LimitedPartnership. Loan 4 was secured by a first trust deed on 44 acres ofcommercially zoned property at the southwest corner of the intersection ofInterstate 10 and Sunset Avenue in the city of Banning, California. In August of1994, Sunset Crossing I defaulted on this loan. The Partnership foreclosed onthe property in December of 1994. This property is currently in escrow for asale price of $2,750,000. The initial deposit of $10,000 was received inNovember 2000. The final payment of $2,700,000 is due on the closing of escrow,which is estimated to be June 17, 2002. 

FOX-OLSON LOAN #1
The Partnership’sfifth loan (“Loan 5”) was made to Marilyn Fox-Olson; who defaulted onthe loan. The Partnership foreclosed on this property in November 1994. Thecurrent zoning for the property is C-1 (commercial). It is located at thenortheast corner of Newport Road and Bradley Road in the unincorporated area ofRiverside County known as Sun City/Menifee Valley. Approximately 2.14 acres ofthis property were sold in July 1999 for a sales price of $279,655. ThePartnership recorded a net gain on the sale of approximately $18,000. Theproperty was in escrow for $1,900,000; however the escrow cancelled as ofOctober 25, 2000. The property is back on the market and is listed for$2,090,000. 

TMP REMINGTON, LLC
The Partnership’ssixth loan (“Loan 6”) was made to Environmental Development, Ltd.,(ED) a California Limited Partnership. Loan 6 was secured by a first trust deedto property under predevelopment in San Diego, California. ED defaulted on theloan in October of 1994. ED signed an extension agreement, wherein thePartnership agreed to extend the term of the loan to May 1, 1995. On March 1,1995, ED defaulted on the interest payment due at that date, and the Partnershipfiled a Notice of Default. The Partnership subsequently accepted a deed in lieuof foreclosure on the property in August 1995. 

This property isapproximately 52 acres of residentially zoned land at the southeast quadrant ofState Route 905 and Interstate 805 Freeways in the Otay Mesa area of the City ofSan Diego. The existing zoning is A1-10 (0-5 units per acre). The 52 acres are aportion of the 78.3-acre Remington Hills Precise Plan; designed for low tomoderate priced single-family homes. The Precise Plan and tentative map has beenprocessed and approved. The 52-acre portion of Remington Hills is designed so itcan be developed first and stand-alone from the remaining portion of theRemington Hills Precise Plan. An environmental impact report was approved in1995. The property has an approved tentative tract map for 184 lots. The GeneralPartners have determined that construction of homes will achieve the highestreturn to the Partnership based in part on the results of a market feasibilitystudy. 

The Partnership, togetherwith TMP Homes, LLC, formed a joint venture to construct homes on the site.During 1999, and in accordance with the Operating Agreement, the Partnershipcontributed this property to the LLC for a predetermined value of $1,638,000.The carrying value of the property was approximately $1,698,000 and thereforethe Partnership recognized a loss of
5
 approximately $60,000 whenthis property was  contributed.  Phase I will consist of 48 production  homes, 4models and one parking lot. Phase II will consist of 43 production homes.  PhaseIII  will  consist  of 38  production  homes  and  Phase IV will  consist  of 50production homes. Grading, Sewer, Water and all other underground utilities havebeen completed on Phase I, II and III.  Phase I construction  began in the thirdquarter of 1999 upon obtaining financing in July 1999. All 29 homes of the firstreleases of Phase I have been reserved by prospective  buyers and contracts havebeen forwarded to escrow. Construction on the remaining 19 homes of Phase I havebegun.  The Grand  Opening  for the model  complex is  expected  in April  2001.

TMP HOMES FLOWERFIELD-SUN CITY, LLC ("Sun City")
On June 17, 1993, thePartnership funded its’ seventh mortgage loan, (“Loan 7”) toMarilyn Fox-Olson. Marilyn Fox-Olson defaulted on this loan also and thePartnership acquired the property on March 29, 1995. The property has anapproved tract map with 45 residential lots and a 1.84 acre commercial sitelocated in Sun City/MenifeeValley, California. The Partnership, together withTMP Homes, LLC, formed a joint venture to construct homes on this site. Phase Iwill consist of 11 production homes and 2 models. Phase II will consist of 17production homes. Phase III will consist of 15 production homes. Phase I andPhase II construction were completed in 1999. Phase III construction began in1999 and were completed in March 2000. During the year ended December 31, 1998,and in accordance with the Operating Agreement, the Partnership contributed thisproperty to the LLC for a predetermined value of $420,000. 
The following is a summary of home sales:Phase I         13 homes sold & escrow closedPhase II        17 homes sold & escrow closedPhase III       15 homes sold & escrow closed
The 1.84 acres of thisproperty was sold in July 1999 for a sales price of $100,000. 

SINGLETARY LOAN
On October 12, 1993, thePartnership funded it eighth loan (“Loan 8”) secured by a first deedof trust on 96 acres of industrial/commercial land located in the unincorporatedarea of Riverside County known as Rubidoux. The loan was due on April 12, 1995.The borrower sought to extend the loan, and did pay extension fees andadditional interest for several months. However, the Partnership was forced tofile a Notice of Default when the borrower ceased making payments. The borrowerfiled for personal bankruptcy in order to forestall foreclosure proceedings.After a period of negotiation, the borrower was able to procure additionalfinancing and paid the loan and accrued interest in full on December 13, 1995.As a result, the Partnership distributed $2,200,000 to all Limited Partners. 

LAMONTE LOAN
On October 25, 1993, thePartnership funded its ninth loan (“Loan 9”) secured by a first deedof trust on 6.54 acres of commercial land located in Simi Valley, California.This loan had an interest rate of 12.5%. The LaMontes’ deposited an amountequal to twelve months interest due on the loan in a segregated bank accountrepresenting the last twelve months interest on the loan.  Ventura Pacific
6
Capital Group (VPCG), a developer who had an option agreement and ground leaseagreement with the LaMontes’ on the property, paid the first six months ofinterest. 

The principal amount of theloan matured on April 25, 1995. At that time the Partnership filed a Notice ofDefault, the LaMontes’ transferred the property to a wholly ownedcorporation and had the corporation file a Chapter 11 bankruptcy proceeding todelay the foreclosure. The Partnership succeeded in having the bankruptcy courtremove the stay after a contestual law and motion proceeding. The LaMontes’then filed a state court action asking the court for a temporary injunctionbased on alleged irregularities during the foreclosure process. The Partnershipacquired the property through foreclosure in April 1996. The property was soldin 1997 and a gain on the sale of approximately $500,000 was recorded by thePartnership. 

LANSING LOAN
On March 23, 1994, thePartnership funded it tenth loan (“Loan 10”) secured by a first deedof trust on 28.42 acres of commercially zoned land located on the Northwestcorner of Murrieta Hot Springs Road and Jefferson Avenue in Murietta,California. The loan was repaid on September 5, 1995. The proceeds were added tocash reserves of the Partnership. 

ROCKFIELD LOAN
On June 1, 1994, thePartnership funded its eleventh loan, (“Loan 11”) secured by a firstdeed of trust on 42 residential lots in Rancho Cucamonga, California. 

Loan 11 was inparticipation with TMP Mortgage Income Plus, LP. (MIP), a private syndication ofwhich TMP Investments, Inc. and TMP Properties also serve as general partners.The total loan of $250,000 was funded $100,000 by the Partnership and $150,000by MIP. The principal amount of Loan 11 was due on March 1, 1995. TheRockfields’ defaulted and the property was foreclosed on January 15, 1996.The Partnership sold its’ interest in the property in November, 1996 to MIPfor the amount of its participation in the loan, as well as monies which thePartnership had advanced to pursue development of this property. MIP has enteredinto a joint venture with TMP Homes, LLC to build homes on the 29 lots thatsecured this loan. The Partnership held a note receivable from MIP for thisproperty, which was paid in full during 2000. See Note 6 to the ConsolidatedFinancial Statements. 

PEPPERTREE PARK, LLC
On June 28, 1994, thePartnership funded its’ twelfth loan, (“Loan 12”) secured by afirst deed of trust on 193 single family residential lots and a third trust deedon 73 single family residential lots and 15 acres office/professional use landin Fallbrook, California. 

The principal amount ofLoan 12 was due on June 28, 1995. However, the loan agreement allowed for anextension of an additional 6 months. The Partnership received $1,500,000 during1996 and retained a $500,000 (20%) interest in the property as an investor fromwhich the Partnership will receive a participation in profits from thedevelopment of single-family homes. 

7
ITEM 2     PROPERTIES
The Partnership hasacquired nine properties through foreclosure since inception. All of thoseproperties have been fully disclosed in Item 1. 

ITEM 3     LEGAL PROCEEDINGS
Albert and Helen LaMontehad named the Partnership as a defendant in two lawsuits, borrowers in Loan 9,referred to above, and by Southpointe Corporation, a related entity utilized totake title to the property and file bankruptcy proceedings under Chapter 11 ofthe Bankruptcy Court. One lawsuit alleged conspiracy and fraud on behalf of thePartnership. The other lawsuit attempted to set aside the foreclosure thatoccurred in April 1996. These suits were settled in 1997. 

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submittedto a vote of Registrants security holders during 2000. 

ITEM 5     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

As of December 31, 2000,there were approximately 830 record holders, representing total subscriptionof 15,715 Units and subscription proceeds in the amount of $15,715,000. As ofsuch date, all of the subscription proceeds had been committed to the mortgageloan investments described in Item 1 and working capital reserves. There is noother class of security outstanding or authorized. There has not been, andcurrently there does not exist, any established public trading market for theUnits. Accordingly, to the General Partners’ knowledge, there was notrading activity during the fiscal years ended December 31, 1997- 2000. In 1996,75 Units were traded at between $315 and $400 per Unit. 

CASH DISTRIBUTIONS

Total interest received onmortgage loans from inception to December 31, 2000 was $3,569,666 and otherincome from deposits and other sources have been received in the amount of$1,474,375. Also during 1996, Loan 12 was repaid in the form of $1,500,000 incash and a 20% interest in Peppertree Park, LLC valued at $500,000. Totaldistributions to investors from such income and loan repayments were made in1996 of $682,571. In 1997, the Partnership received net proceeds from the saleof an apartment building for its investment in Steadfast HSC, LLC anddistributed $2,232,365 to investors. There were no distributions in 1999 or2000. Total distributions to investors since inception have been $8,013,662. 

8
ITEM 6      SELECTED CONSOLIDATED FINANCIAL DATA
The following tablesummarizes selected consolidated financial data of the Partnership for the yearsended December 31, 1996 - 2000 and should be read in conjunction with the moredetailed Consolidated Financial Statements contained in Item 8, below.This table is unaudited.
                                         2000           1999             1998           1997         1996-----------------------------------------------------------------------------------------------------------Interest Income                   $        32,083  $     44,140    $    44,832   $     48,916   $   166,318(Loss)Gain on Sale of Land        $      (484,980) $     23,383    $         -   $  1,026,850   $         -Other Income                      $         6,207  $      3,600    $    53,600   $      4,970   $   150,611Total Income                      $     3,552,129  $     71,123    $    98,433   $  1,080,736   $   316,929Net Income (Loss)                 $      (781,506) $   (655,641)   $  (397,618)  $    945,723   $ (103,399)Net Income (Loss) per Unit        $        (49.73) $     (41.72)   $    (25.30)  $      60.18   $    (6.58)Cash Distribution per Unit        $             0  $          0    $         0   $        141   $        43Total Assets                      $    20,690,744  $ 17,535,955    $13,937,406   $ 12,563,395   $12,727,275Per Unit calculations based on 15,715 Units outstanding at December 31, 1996 - 2000.
ITEM 7     MANAGEMENT'S DISCUSSION AND ANALYSES OF FINANCIAL CONDITION                  AND RESULTS OF OPERATIONS
The following discussionand analysis provides information that the Partnership’s managementbelieves is relevant to an assessment and understanding of thePartnership’s consolidated results of operations and financial condition.This discussion should be read in conjunction with the Consolidated FinancialStatements and footnotes, which appear elsewhere in this report. 

This Annual Report on Form10-KSB contains forward-looking statements within the meaning of Section 21E ofthe Securities Exchange Act of 1934 and Section 27A of the Securities Act of1933, which are subject to the “safe harbor” created by that section.Words such as “expects,” “anticipates,” “intends,”“plans,” “believes,” “seeks,”“estimates” and similar expressions or variations of such words areintended to identify forward-looking statements, but are not the exclusive meansof identifying forward-looking statements in this report. Additionally,statements concerning future matters such as the features, benefits andadvantages of the Partnership’s property regarding matters that are nothistorical are forward-looking statements. Such statements are subject tocertain risks and uncertainties, including without limitation those discussed in“Risk Factors” sections of this report. The Partnership’s actualfuture results could differ materially from those projected in theforward-looking statements. The Partnership assumes no obligation to update theforward-looking statements. 

Readers are urged to reviewand consider carefully the various disclosures made by the Partnership in thisreport, which attempts to advise interested parties of the risks and factorsthat may affect the Partnership’s business, financial condition and resultsof operations. 

RESULTS OF OPERATIONS
The following discussionshould be read in conjunction with the attached Consolidated FinancialStatements and notes thereto for the fiscal years ended December 31, 2000 and1999. 

9
The Partnership was formedprincipally to make short-term loans to unaffiliated parties secured by firsttrust deeds on unimproved properties, primarily in the Inland Empire area ofSouthern California and in some instances, in other areas of SouthernCalifornia, and to provide cash distributions to the limited partners, primarilyfrom interest earned on the mortgage loans. The Partnership is not a mutual fundor any other type of Investment Company within the meaning of, and is notsubject to regulations under, the Investment Company Act of 1940. 

Since its formation, thePartnership had received and accepted subscriptions of 15,715 Units,representing total subscription proceeds in the amount of $15,715,000. Allproceeds were committed to mortgage loan investments made by the Partnership andto working capital reserves. During 1992, the Partnership funded five mortgageloans, four loans were funded in 1993 and three loans were funded in 1994 for atotal of twelve loans. 

As a consequence of adversechanges in market conditions and other economic and business factors, nine ofthe twelve loans went into default. The Partnership foreclosed on the propertiessecured by the defaulted loans and is in the process of developing and/orselling these properties. 

The Partnership’smanagement believes that inflation has not had a material effect on thePartnership’s results of operations. 

During the year endedDecember 31, 1999, Sun City sold twenty-three lots. The following is a summaryof the properties sold: 
         Income from Sale of Properties            $        3,389,887         Cost of Properties                                 3,437,723         Marketing & Selling Costs                             39,340                                                   ------------------         Total Costs                                        3,477,063                                                   ------------------         Loss on Sale of Properties                $           87,176                                                   ==================
In July 1999, thePartnership sold approximately 1.84 acres in Sun City. The sale price of theproperty was $100,000 and the Partnership recorded a gain of approximately$93,000 (excluding the “manager profit participation” as defined inthe Management Agreement of $12,073 that was paid to PacWest). The following isa summary of the property sold: 
         Sales Price                               $          100,000         Cost of Property            (Includes capitalized carrying &             selling costs)                                     7,129                                                   ------------------         Gain on Sale of Property                  $           92,871                                                   ==================
In July 1999, thePartnership sold approximately 2.14 acres in Sun City. The sale price of theproperty was $279,655 and the Partnership recorded a gain of approximately$18,000 (excluding the “manager profit participation” as defined inthe Management Agreement of $12,912 that was paid to PacWest). The following isa summary of the property sold: 

10         Sales Price                               $          279,655         Cost of Property            (Includes capitalized carrying costs)             243,306         Selling Costs                                         18,661                                                   ------------------         Total Costs                                          261,967                                                   ------------------         Gain on Sale of Property                  $           17,688                                                   ==================
During the year endedDecember 31, 2000, Sun City has sold out all homes in this project. Thefollowing is a summary of the properties sold: 
         Income from Sale of Properties            $        3,513,839         Cost of Properties                                 3,989,030         Marketing & Selling Costs                              9,789                                                   ------------------         Total Costs                                        3,998,819                                                   ------------------         Loss on Sale of Properties                $          484,980                                                   ==================
In  November  2000,  the  Partnership  went  into  escrow  on the sale of SunsetCrossing property. The sales price is $2,750,000. A $10,000 deposit was receivedand recorded as Accounts Payable & Other in the  Consolidated  Balance Sheets asof December 31, 2000.
During the year ended  December  31,  2000 and 1999,  approximately  $32,000 and$44,000,  respectively,  of  interest  income was earned,  of which  $12,151 and$38,947,  respectively, was earned from the notes receivable from affiliate (SeeNote 6).
Total expenses for the year ended December 31, 2000 compared with the year endedDecember  31,  1999,  increased  by  approximately  $33,000 due to  increases inGeneral & Administrative,  Outside Professional Services, and Other. OutsideProfessional Services increased by $26,345 due to legal fees associated with theformation  of RSJ and the  dissolution  nearing  for Sun  City.  Other  expensesincludes certain carrying costs related to the PR Equities,  Ltd.  properties inSan  Jacinto,  CA,  which are  expensed as incurred in order to bring the statedvalue of the  property  to fair  market  value.  These  expenses  are related toproperty  services  incurred  to prepare the  property  for future  sale.  Theseincreases were partially offset by a decrease in Manager Profit Participation of$21,235.  The decrease is due to the payment to PacWest  relating to sale of thetwo properties in July 1999 and in accordance with the Management Agreement;  nosuch sales occurred in 2000.  Accounting and Financial  Reporting  decreases aredirectly   related  to  the   restatement  of  financial   statements  in  prioryears.
Net losses of  approximately  $68,268  and  $499,632  are  recorded  in MinorityInterest in  Consolidated  Affiliates  for the years ended December 31, 2000 and1999, respectively.
Investing  activities  for the year ended  December 31, 2000 used  approximately$1,995,000 of cash,  mainly to pay for development and for carrying costs of theland held for investment.  In addition,  the Partnership  used $9,789 to pay forcertain  selling  expenses  relating to 
11
 the sale of propertiesduring the year ended December 31, 2000. This use of funds was partially  offsetby the funds provided by the  Partnership  of $3,513,839  from the sale of theseproperties.
Investing  activities for the years ended  December 31, 1999 used  approximately$2,384,000 of cash mainly to pay for  development  and for carrying costs of theland held for investment.  In addition,  the Partnership used $65,119 to pay forcertain  selling  expenses  relating to the sale of  properties  during the yearended  December  31,  1999.  This use of funds was more than offset by the fundsprovided by the Partnership of $3,769,542 from the sale of these properties.
Financing  activities  for the years ended  December  31, 2000 and 1999  includeproceeds of $2,510,578 and $1,550,430,  respectively,  relating to borrowings onthe construction  loans.  Proceeds for the year ended December 31, 2000 and 1999also include affiliate advances of $358,189 and $192,800, respectively, from TMPHomes.  For the year ended  December 31, 2000  payments of $192,800 were made toaffiliates to pay back certain advances.
The Partnership had three properties as of December 31, 2000 that are being heldfor  appreciation  and  resale.  Remington  is holding  additional  parcels  fordevelopment  and future sale of  residential  units.  The  Partnership  does notintend to acquire any additional properties. Upon the sale of each property, thePartnership  intends to distribute the sales proceeds,  less any reserves neededfor operations, to the partners.
LIQUIDITY AND CAPITAL RESOURCES
As of December  31,  2000,  the  Partnership  had cash on hand of  approximately$768,350.  All  other  proceeds  from the sale of Units and  property  have beeninvested in the making of loans, working capital reserves,  or have been used inforeclosure  proceedings  or  maintaining  the  foreclosed  properties  for  thePartnership.
The Partnership raised a total of $8,334,000,  $6,127,000, and $1,254,000 duringthe calendar years ended December 31, 1992,  1993, and 1994,  respectively for atotal of $15,715,000 in gross proceeds from the sale of Units.  The offering wasclosed on April 22, 1994,  and no additional  subscriptions  were accepted afterthat date. The Partnership  made a total of twelve mortgage loans for a total of$15,015,000.  Loans of $4,870,000,  $7,420,000,  and $2,725,000 were made duringthe calendar years ended December 31, 1992, 1993, and 1994, respectively. Excessproceeds  from the sale of Units  were  invested  in  interest  bearing  reserveaccounts.
Three loans, in the total amount of $4,825,000 were repaid during the year endedDecember 31, 1995. Nine loans totaling  $10,190,000  were  foreclosed.  Proceedsfrom  loan  repayments  were  reinvested,  added  to  Partnership  reserves,  ordistributed to investors.
The  Partnership  does not intend to make any new land loans  with  existing  orfuture  partnership  cash. At December 31, 2000, the Partnership had developmentagreements with TMP Homes, LLC, an affiliated company, to develop  single-familyhomes  on  three  of  the  properties  the  Partnership  has  acquired   throughforeclosure.  In  addition,  the  Partnership  has a  $375,000  investment  in asingle-family   development   that  resulted  from  the  Peppertree   loan.  ThePartnership was repaid $1,500,000 of the $2,000,000 Peppertree loan in cash. Theremaining  $500,000  represented  a 20%  investment in the project until a writedown of $125,000 in 2000  occurred  to record the
12
  investment at its netmarket  value.  The  Partnership  may  incur   indebtedness  from  nonaffiliatedfinancial  institutions  in order to complete  any  development  for projects inwhich the Partnership is involved.
The  properties  relating  to the nine  loans that were  foreclosed  upon by thePartnership  produce  no  income.  Accordingly,  the  Partnership  is not makingdistributions to partners except from the sales proceeds of certain  partnershipassets.  The Partnership cash reserves are being used to fund the operating cashneeds  of  the  Partnership.  As of  December  31,  2000,  the  Partnership  hadsufficient cash reserves for the next twelve months.
In April 1998, the General  Partners  entered into the Financing  Agreement withPacWest,  whereby  PacWest paid a total of $300,000 to the General  Partners andten other related  partnerships (the TMP Land  Partnerships).  PacWest agreed topay up to an additional  $300,000 for any deficit capital  accounts for these 11partnerships in exchange for the rights to the General Partners'  distributions;referred to as a "distribution fee" as defined by the Financing Agreement.
In  addition,  PacWest  agreed  to loan  and/or  secure  a loan for the TMP LandPartnerships in the amount of $2,500,000.  Loan proceeds are allocated among theTMP Land Partnerships,  based on partnership needs, from recommendations made byPacWest,  and under the  approval  and/or  direction  of the  general  partners.Portions of these funds were loaned to the  Partnership  at 12% simple  interestbeginning  April 1,  1998.  The  borrowings  are  secured  by the  Partnership'sproperties,  and the funds will be  loaned,  as  needed,  in the  opinion of theGeneral Partners.  These funds are not to exceed 50% of the 1997 appraised valueof the  properties,  and will  primarily  be used to pay for  on-going  propertymaintenance,  reduction of existing debt, property taxes in arrears, appropriateentitlement costs and Partnership operations.
PacWest,  can, at their option,  make additional  advances with the agreement ofthe General  Partners.  However,  the aggregate amount of cash loaned to the TMPLand Partnerships will not be limited to a maximum of $2,500,000.
As of December  31,  2000 the TMP Land  Partnerships  owe PacWest  approximately$2,856,000, including advances & interest. 
Effective  August 1, 2000, the  Partnership  entered into the First Amendment tothe Management Agreement ("First Amendment"). The purpose of the First Amendmentis to clarify and define certain language and the terms of the provisions of theManagement  Agreement.  The Management  Agreement,  in its entirety,  remains ineffect apart from specific items discussed in the First Amendment.
Certain items disclosed in the First Amendment include 1) Revision of the "AssetAdministration Fee" schedule and its reduction upon the sale of any property, 2)"Participation  Fee" wording is altered to read "Manager  Profit  Participation"and its calculation is defined, 3) the maximum amount of the PacWest loan to anyPartnership shall not exceed fifty percent (50%) of the fair market value of allreal properties owned by the Partnership,  and the maximum amount of the PacWestloan secured against each specific parcel shall not exceed a loan-to-value ratioof fifty  percent of the fair market value of that parcel,  4) The maximum TotalPacWest loan amount shall be $2,500,000  allocated  between the Partnerships andeach borrowing  Partnership  shall execute a Promissory Note (as attached to the
13
First Amendment) and a Trust Deed (as attached to the First  Amendment).  PacWestand the TMP Land Partnerships shall be entitled to enter into a separate writtenagreement  to provide for a short term gap loan to cover  emergency  shortfalls,and 5) If the Partnerships need funds in excess of the $2,500,000, PacWest shallbe entitled to obtain third party loans at market interest,  secured against thereal property of each  Partnership to whom such loan(s) is made. No such loan(s)shall be made without the written consent of the General Partners.
In April 1998,  PacWest  entered into the Management  Agreement with the GeneralPartners to provide the Partnership with overall management,  administrative andconsulting  services.  PacWest  currently  contracts  with third  party  serviceproviders  to  perform  certain  of  the  financial,  accounting,  and  investorrelations' services for the Partnership.

Pursuant to the Financing Agreement,  PacWest has acquired the General Partners'unsubordinated 1% interest in the Partnership and assumed responsibility for allpartnership  administration  while not  replacing  any of the General  Partners.PacWest is paid a fee of $24,588 annually for its administrative services.

On March 10, 1998, Sun City entered into a promissory note agreement for a Phase1  construction  loan with a bank.  The maximum loan amount was  $2,275,000  andaccrued  interest  at 1.5% per annum in excess of the prime rate.  Interest  waspayable  monthly.  Sun City paid off the loan in full on May 15,  2000.  In June1999,  Sun City entered into a second  promissory  note  agreement  for Phase IIconstruction  with the same bank.  The maximum  loan amount was  $4,119,000  andaccrued  interest  at 1.5% per annum in excess of the prime rate.  Interest  waspayable monthly. Sun City paid off the loan in full on May 15, 2000.

On August 17, 1999,  Remington  entered into a promissory  note  agreement for aconstruction  loan with a bank.  The  maximum  loan  amount was  $8,498,000  andaccrues  interest  at 1% per  annum in excess of the  Index  Rate.  Interest  ispayable monthly.  This note matured on December 10, 2000. At this date, the bankmodified the existing loan removing  approximately  $1,000,000 from constructionloan  availability.  As of  December  31,  2000 the new loan  maximum  amount is$7,406,000 with a maturity date of June 10, 2001.  Interest accrues at a rate ofthe greater of  seven-percent  (7%) or two hundred  basis points above the IndexRate. The interest rate shall change from time to time as to when the Index Ratechanges,  but in no event  shall the  Interest  Rate be lower  than 7%. TMP LandMortgage Fund, LTD. is a guarantor of this promisory note.

Aside from the  foregoing,  the  Partnership  knows of no demands,  commitments,events, or uncertainties,  which might affect its liquidity or capital resourcesin any material manner.

14ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe following financial statements are filed as partof the Form 10-KSB:For the fiscal years ended December 31, 2000 and 1999:Report of Independent Auditors                                   16Consolidated Balance Sheets as of December 31, 2000 and 1999     17Consolidated Statements of Operations for the years              18ended December 31, 2000 and 1999Consolidated Statements of Partners' Capital for the             19years Ended December 31, 2000 and 1999Consolidated Statements of Cash Flows for the years              20,21ended December 31, 2000 and 1999Notes to Consolidated Financial Statements                       22-30Supplemental Schedules to Consolidated Financial Statements      31,32All other schedules are omitted since the required information is not present oris not present in amounts sufficient to require  submission of the schedule,  orbecause the  information  required is  included  in the  Consolidated  FinancialStatements and Notes thereto.
15
REPORT OF INDEPENDENT AUDITORS
To the PartnersTMP Land Mortgage Fund, Ltd.(A California Limited Partnership)
We have  audited  the  accompanying  consolidated  balance  sheets  of TMP  LandMortgage  Fund,  Ltd.  as of  December  31,  2000  and  1999,  and  the  relatedconsolidated statements of operations, partners' capital, and cash flows for theyears then ended.  Our audits also  included the financial  statement  scheduleslisted in the Index at Item 14(a). These financial  statements and schedules arethe  responsibility of the Partnership's  management.  Our  responsibility is toexpress an opinion on these  financial  statements  and  schedules  based on ouraudits.
We conducted our audits in accordance with auditing standards generally acceptedin the  United  States of  America.  Those  standards  require  that we plan andperform the audit to obtain  reasonable  assurance  about  whether the financialstatements are free of material misstatement.  An audit includes examining, on atest basis,  evidence  supporting  the amounts and  disclosures in the financialstatements.  An audit also includes assessing the accounting principles used andsignificant  estimates  made by  management,  as well as evaluating  the overallfinancial  statement  presentation.   We  believe  that  our  audits  provide  areasonable basis for our opinion.
In our opinion,  the financial  statements  referred to above present fairly, inall material respects, the financial position of TMP Land Mortgage Fund, Ltd. asof December 31, 2000 and 1999,  and the results of its  operations  and its cashflows for the  years  then  ended,  in  conformity  with  accounting  principlesgenerally  accepted in the United States of America.  Also, in our opinion,  therelated financial statement schedules,  when considered in relation to the basicfinancial  statements taken as a whole,  present fairly in all material respectsthe information set forth therein.
SWENSON ADVISORS, LLP An Accountancy Firm
Temecula, CaliforniaApril 8, 2001
16                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                           Consolidated Balance Sheets                           December 31, 2000 and 1999                                                       20001999                                     AssetsCash .......................................       $   768,350       $   178,234Notes Receivable from Affiliate ............                 0           346,038Prepaid Expenses & Other ...................            34,788            27,998Other Receivables ..........................                 0            23,661Investments ................................           375,000           607,439Investment in Unimproved Land, Net .........        19,512,606        16,352,585                                                   -----------       -----------      Total Assets .........................       $20,690,744       $17,535,955                                                   ===========       ===========                                       Liabilities and Partners' CapitalAccounts Payable & Other ......................... $   824,608       $   806,413Due to Affiliates ................................           0           192,800Franchise Taxes Payable ..........................       1,600               800Property Taxes Payable ...........................   8,055,456         6,301,117Notes Payable ....................................   4,956,379         2,445,801                                                   -----------       -----------      Total Liabilities ..........................  13,838,043         9,746,931                                                   -----------       -----------Minority Interests ...............................     744,361           899,177                                                   -----------       -----------General Partners .................................     (96,119)          (88,304)Limited Partners:  20,000 Equity Units Authorized: 15,715 Units Outstanding ........................   6,204,459         6,978,151                                                   -----------       -----------      Total Partners' Capital ....................   6,108,340         6,889,847                                                   -----------       -----------      Total Liabilities and Partners' Capital .... $20,690,744       $17,535,955                                                   ===========       ===========           See Accompanying Notes to Consolidated Financial Statements
17                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                      Consolidated Statements of Operations                 For the years ended December 31, 2000 and 1999                                                       2000           1999                                                       ----           ----Property Sales ....................................$ 3,513,839       $ 3,769,542Cost of Property Sales ............................  3,998,819         3,746,159                                                   -----------       -----------Net (Loss) Gain on Property Sales .................   (484,980)           23,383Income      Interest ....................................     32,083            44,140     Other ........................................      6,207             3,600                                                   -----------       -----------Total (Loss) Income ...............................   (446,690)           71,123                                                   -----------       -----------Expenses     Accounting & Financial Reporting .............     62,722           105,222     General  & Administrative ....................     20,555            11,332     Manager Profit Participation .................      3,750            24,985     Interest .....................................          0             1,966     Outside Professional Services ................     66,971            40,625     Other ........................................    104,161            40,848                                                   -----------       -----------         Total Expenses ...........................    258,159           224,978                                                   -----------       -----------Net Loss before Minority Interests and Income Taxes   (704,849)         (153,855)Minority Interests Loss in Consolidated Affiliates     (68,268)         (499,632)State Franchise Tax ...............................     (8,390)           (2,154)                                                   -----------       -----------         Net Loss .................................$  (781,507)      $  (655,641)                                                   ===========       ===========Allocation of Net Loss:General Partners, in the Aggregate: ...............$    (7,815)      $    (6,556)                                                   ===========       ===========Limited Partners, in the Aggregate: ...............$  (773,692)      $  (649,085)                                                   ===========       ===========Limited Partners, per Equity Unit: ................$    (49.23)      $    (41.31)                                                   ===========       ===========           See Accompanying Notes to Consolidated Financial Statements
18                          TMP Land Mortgage Fund, LTD.                       (A California Limited Partnership)                  Consolidated Statements of Partners' Capital                 For the Years Ended December 31, 2000 and 1999                                     General      Limited                                     Partners      Partners        Total                                     --------      --------        -----Partners' Capital (deficit),  .   $   (81,748)   $ 7,627,236    $ 7,545,488January 1, 1999Net Loss for 1999 ............         (6,556)      (649,085)      (655,641)                                  -----------    -----------    -----------Partners' Capital (deficit),      $   (88,304)   $ 6,978,151    $ 6,889,847December 31, 1999Net Loss for 2000 ..................   (7,815)      (773,692)      (781,507)                                  -----------    -----------    -----------Partners' Capital (deficit),      $   (96,119)   $ 6,204,459    $ 6,108,340December 31, 2000                 ===========    ===========    ===========           See Accompanying Notes to Consolidated Financial Statements
19                           TMP LAND MORTGAGE FUND, LTD                        A California Limited Partnership                      Consolidated Statements of Cash Flows                 For the years ended December 31, 2000 and 1999                                                         20001999Cash Flows from Operating Activities:  Net Loss                                          $    (781,507) $   (655,641)  Adjustments to Reconcile Net Loss to Net Cash       (Used In) Provided By Operating Activities:     Loss (Gain) on Property Sales                        484,981       (23,383)     Minority Interests in Consolidated Affiliates         77,623       439,606     Accretion of Discounted Notes Receivable             (12,151)      (38,947)     Other                                                104,161        40,848  Changes in Assets and Liabilities:    Decrease (Increase) in Prepaid Expenses    and Othe                                                3,210          (924)    Decrease in Other Receivables                          13,661             0    Increase in Accounts Payable & Other                   18,195       644,588    Increase in Franchise Tax Payable                         800             0    Decrease in Due to Affiliates                               0        (3,266)                                                    -------------  -------------        Net Cash (Used In) Provided by        Operating Activities                              (91,027)      402,881Cash Flows from Investing Activities:      Proceeds from Property Sales                      3,513,839     3,769,542      Payment of selling costs                             (9,789)      (65,119)      Increase in Land Development and      Carrying Costs                                   (5,498,874)   (6,088,398)                                                    --------------  ------------        Net Cash Used In Investing Activities          (1,994,824)   (2,383,975)Cash Flows from Financing Activities:      Net Proceeds From Affiliates                        165,389       192,800      Proceeds from Notes Payable                       2,510,578     1,550,430                                                    -------------  ------------        Net Cash Provided By Financing Activities       2,675,967     1,743,230                                                    -------------  ------------Increase (Decrease) in Cash                               590,116      (237,864)Cash, Beginning of Period                                 178,234       416,098                                                    -------------  ------------Cash, End of Period                                 $     768,350  $    178,234                                                     ============  ============           See Accompanying Notes to Consolidated Financial Statements
20                           TMP LAND MORTGAGE FUND, LTD                        A California Limited Partnership                Consolidated Statements of Cash Flows, continued                 For the years ended December 31, 2000 and 1999Supplemental Disclosure of Cash Flow Information:-------------------------------------------------Cash Paid for Taxes                              $        6,790    $       1,354                                                 ==============    ==============Cash Paid for Interest                           $      377,181    $      168,164                                                 ==============    ==============Other Disclosures:------------------Non-cash  investing  activities  for the years ended  December 31, 2000 and 1999consisted of an increase in the carrying costs of Investment in Unimproved  Landequal  to  additional  property  tax  liabilities  incurred  of  $1,754,339  and$1,430,632, respectively.           See Accompanying Notes to Consolidated Financial Statements
21
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
Note 1 - General and Summary of Significant Accounting Policies
General - TMP LandMortgage Fund, Ltd., A California Limited Partnership (the“Partnership”), was organized in 1991 in accordance with theprovisions of the California Uniform Limited Partnership Act. The purpose of thePartnership is to make short-term (generally one to three-year) loans tounaffiliated parties secured by first trust deeds (mortgages) on unimproved realproperty primarily in the Inland Empire area of Southern California and toprovide cash distributions on a current basis to the limited partners, primarilyfrom interest earned on the mortgage loans. 

Principles ofConsolidation – The consolidated financial statements include theaccounts of the Partnership and its majority-owned investments, TMP HomesRemington, LLC (Remington), TMP Homes Flowerfield-Sun City, LLC (Sun City) andRSJ Builders, LLC (“RSJ”). All significant inter-company accounts andtransactions have been eliminated in consolidation. 

Investment in UnimprovedLand – Investment in unimproved land is stated at the balance of theforeclosed loan plus carrying and improvement costs incurred subsequent toforeclosure, net of a valuation allowance, as necessary, to state the propertiesat their fair value. All costs associated with the acquisition and improvementof a property is capitalized including all direct carrying costs; such asinterest expense and property taxes. 

Syndication Costs -Syndication costs (such as commissions, printing, and legal fees) were paid byan affiliate of the Partnership, TMP Realty, Inc. (See Note 2.) 

Income Taxes - Noprovision for federal income taxes has been made in the accompanyingconsolidated financial statements as all profits and losses flow through to therespective partners and are recognized on their individual income tax returns.However, the minimum California franchise tax required to be paid by thePartnership and its consolidated entities is $800 per year per entity. 

Cash and CashEquivalents – For purposes of the Consolidated Statements of CashFlows, the Partnership considers all highly liquid investments with maturity ofthree months or less to be cash equivalents. During the normal course of itsbusiness, the Partnership accumulates cash and maintains deposits at variousbanks. Occasionally, the cash deposit at a particular bank may exceed thefederally insured limit. Any accounting loss or cash requirement resulting fromthe failure of a bank would be limited to such excess amounts. 

Use of Estimates– In the preparation of financial statements in conformity with generallyaccepted accounting principles, management is required to make estimates andassumptions that affect the reported amounts of assets and liabilities and thedisclosure of contingent assets and liabilities as of the 

22
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
Note 1 - General and Summary of Significant Accounting Policies (continued)
date of the financialstatements and revenues and expenses during the reporting period. Actual resultscould differ from these estimates. 

Concentration –All unimproved land parcels held for sale are located in the Inland Empire areaof Southern California. The eventual sales price of all parcels is highlydependent on the real estate market conditions. The Partnership attempts tomitigate any potential risk by continually monitoring the market conditions andholding the land parcels through any periods of declining market conditions. 

Note 2 - Organization of the Partnership
The Partnership is a California Limited Partnership formed on November 15, 1991.TMP Properties (A California General  Partnership) and TMP Investments,  Inc. (ACalifornia  Corporation)  are the general  partners  ("General  Partners").  Thepartners of TMP Properties  are William O. Passo,  Anthony W. Thompson and ScottE. McDaniel.  William O. Passo and Anthony W. Thompson were the  shareholders ofTMP Investments,  Inc. until October 1, 1995, when they sold their shares to TMPGroup, Inc. and then became the shareholders of TMP Group, Inc.
The Partnership was formedprincipally to make short-term loans to unaffiliated parties secured by firsttrust deeds on unimproved properties, primarily in the Inland Empire area ofSouthern California and in some instances, in other areas of SouthernCalifornia, and to provide cash distributions to the limited partners, primarilyfrom interest earned on the mortgage loans. The Partnership is not a mutual fundor any other type of Investment Company within the meaning of, and is notsubject to regulations under, the Investment Company Act of 1940. 

Since its formation, thePartnership had received and accepted subscriptions of 15,715 units,representing total subscription proceeds in the amount of $15,715,000. Allproceeds were committed to mortgage loan investments made by the Partnership andto working capital reserves. During 1992, the Partnership funded five mortgageloans, four loans were funded in 1993 and three loans were funded in 1994 for atotal of twelve loans. 

The General Partners manageand control the affairs of the Partnership, including final approval of allloans and investments, and have ultimate authority for matters affecting theinterests of the Partnership. All organization and offering expenses of thePartnership were paid by TMP Realty, an affiliate of the general partners, inexchange for loan fees (or points) on each mortgage loan. 

23
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
As a consequence of adversechanges in market conditions and other economic and business factors, nine ofthe twelve loans went into default. The Partnership foreclosed on the propertiessecured by the defaulted loans and is in the process of developing and/orselling these properties. 

The partnership agreementprovides for two types of investments: Individual Retirement Accounts (IRA) andothers. The IRA minimum purchase requirement was $2,000 and all others were aminimum purchase requirement of $5,000. The maximum liability of the limitedpartners is the amount of their capital contribution. 

Note 3 - Partners' Contributions
The Partnership raisedcapital through a public offering of units at $1,000 per unit. The minimumoffering size was 1,000 units or $1,000,000. The maximum offering size was20,000 units or $20,000,000. As of April 21, 1994, 15,715 units were sold fortotal capital contributions of $15,715,000 and the offering was closed. 

Note 4 - Allocation of Profits and Losses and Cash Distributions
Profit, losses, and cashdistributions are allocated ninety-nine percent to the limited partners and onepercent to the general partners until the limited partners have received anamount equal to their capital contributions plus a cumulative, non-compoundedreturn of eight percent per annum based on their adjusted capital accountbalances, at which time, remaining profits, losses and cash distributions areallocated seventy-six percent to the limited partners and twenty-four percent tothe General Partners. Distributions of cash from operations, if any, are mademonthly within 30 days after the end of the month. 

No distributions were made during 2000 or 1999.
Note 5 - Related Party Transactions
TMP Homes, LLC (TMP Homes),managing member of Remington, paid $17,800 of bank loan fees on behalf ofRemington. TMP Homes paid $165,000 to Sun City and $38,500 to Remington as anadvance for fees. Both Remington and Sun City paid back these funds during 2000. 

See Note 2 regardinginformation on management of the Partnership during 2000. 

24
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
Note 6 - Notes Receivable from Affiliate
In November, 1996, thePartnership sold a parcel of land (including the capitalized interest costs andthe related property taxes payable) to an affiliated partnership, TMP MortgageIncome Plus, LP (MIP) for $286,000 and recorded a note receivable for a fiveyear period without interest with a 12% discount (imputed interest). The totalsales price represented the Partnerships’ original interest of $100,000, aswell as $186,000 of other advances and capitalized costs for the development ofthe land. The Partnership recognized a $127,000 discount on the note as a chargeto operations for the difference between the total value of the land and theface value of the note. In 1998, the Partnership loaned an additional $165,000to MIP for a five-year period without interest (and discounted the note at 12%)and recognized approximately $73,000 as a charge to operations due to thenon-interest bearing terms of the note. 

As of December 31, 2000 MIPhas repaid the Partnership in full. The Partnership accreted interest income onthese notes during the year ended December 31,2000 of $12,151, which is includedin interest income in the Consolidated Statements of Operations. 

Note 7 - Agreements with PacWest
In April 1998, the GeneralPartners entered into the Financing Agreement with PacWest, whereby PacWest paidthe General Partners and ten other related partnerships (“the TMP LandPartnerships”) a total of $300,000 and agreed to pay up to an additional$300,000 for any deficit capital accounts for these 11 partnerships in exchangefor the rights to the general partners’ distributions; referred to as a“distribution fee” as defined by the Financing Agreement. 

In addition, PacWest agreedto loan and/or secure a loan for the Partnership and ten other relatedpartnerships (the TMP Land Partnerships) in the amount of $2,500,000. Loanproceeds will be allocated among the TMP Land Partnerships, based on partnershipneeds, from recommendations made by PacWest, and under the approval and/ordirection of the general partners. A portion of these funds will be loaned tothe Partnership at 12% simple interest beginning April 1, 1998. The borrowingsare secured by the Partnership’s properties, and funds will be loaned, asneeded, in the opinion of the General Partners. These funds are not to exceed50% of the 1997 appraised value of the properties, and will primarily be used topay for on-going property maintenance, pay down existing debt, accrued propertytaxes and appropriate entitlement costs. 

PacWest, at their option,can make additional advances with the agreement of the general partners;however, the aggregate amount of cash loaned to the TMP Land Partnerships islimited to a maximum of $2,500,000. 

25
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
As of December 31, 2000 theTMP Land Partnerships owe PacWest approximately $2,856,000, including advances& interest. 

Effective August 1, 2000,the Partnership entered into the First Amendment to the Management Agreement(“First Amendment”). The purpose of the First Amendment is to clarifyand define certain language and the terms of the provisions of the ManagementAgreement. The Management Agreement, in its entirety, remains in effect apartfrom specific items discussed in the First Amendment. 

Certain items disclosed inthe First Amendment include 1) Revision of the “Asset AdministrationFee” schedule and its reduction upon the sale of any property, 2)“Participation Fee” wording is altered to read “Manager ProfitParticipation” and its calculation is defined, 3) the maximum amount of thePacWest loan to any Partnership shall not exceed fifty percent (50%) of the fairmarket value of all real properties owned by the Partnership, and the maximumamount of the PacWest loan secured against each specific parcel shall not exceeda loan-to-value ratio of fifty percent of the fair market value of that parcel,4) The maximum Total PacWest loan amount shall be $2,500,000 allocated betweenthe Partnerships and each borrowing Partnership shall execute a Promissory Note(as attached to the First Amendment) and a Trust Deed (as attached to the FirstAmendment). PacWest and the TMP Land Partnerships shall be entitled to enter intoa separate written agreement to provide for a short term gap loan to coveremergency shortfalls, and 5) If the Partnerships need funds in excess of the$2,500,000, PacWest shall be entitled to obtain third party loans at marketinterest, secured against the real property of each Partnership to whom suchloan(s) is made. No such loan(s) shall be made without the written consent ofthe General Partners. 

In April 1998, PacWestentered into a management, administrative and consulting agreement (theManagement Agreement) with the General Partners to provide the Partnership withoverall management, administrative and consulting services. PacWest currentlycontracts with third party service providers to perform certain of thefinancial, accounting, and investor relations’ services for thePartnership. 

Pursuant to the FinancingAgreement, PacWest has acquired the General Partners’ unsubordinated 1%interest in the Partnership and assumed responsibility for all partnershipadministration while not replacing any of the General Partners. PacWest willcharge a fee for its administrative services equal to an amount not to exceedthe average reimbursements to the general partners for such services over thepast five years. As of December 31, 2000, the Partnership has no amount payableto PacWest related to the aforementioned agreements. 

26                            LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999Note 8 - InvestmentsThe following is a summary of the investments of the Partnership as of December 31:                                                          20001999      TMP Flowerfield - San Jacinto,      LLC (Flowerfield)                             $           0  $   107,439      Peppertree Park, LLC (Peppertree)                   375,000      500,000                                                    -------------  -----------                                                    $     375,000  $   607,439                                                    =============  ===========
The  Partnership  had  a 75%  membership  interest  in  Flowerfield,  which  wasorganized for the purpose of acquiring, owning and developing certain parcels ofland into single-family home developments in San Jacinto, California. The equitymethod was used to account for the Partnership's share of Flowerfield's earningsor losses,  which is not  materially  different than the  consolidation  of thismajority  owned  investment.  Flowerfield  abandoned  the  project in 2000,  andtherefore, the Partnership investment as of December 31, 2000 is equal to zero.
The  Partnership  has a 20% interest in Peppertree,  which was formed to acquireand develop certain property in San Diego,  California.  The  Partnership's  20%interest is stated at its cost of $500,000 less a write down of $125,000 in 2000to record the investment at its net market value.  Effective March 30, 2001 thepartnership entered into an agreement to sell its interest for $375,000.
Note 9 - Other Receivables
During 1995 the Partnership invested approximately $855,000 in Steadfast H.S.C.,LLC (Steadfast) that was formed to acquire and operate an apartment building. In1997, this investment was sold for a $521,110 gain to the Partnership;  of whichall but $13,661 was  distributed.  This  amount was deemed  uncollectible  as ofDecember 31, 2000.
Note 10 - Property Taxes Payable
As of  December  31, 2000 and 1999,  approximately  $8,055,456  and  $6,301,117,respectively, of property taxes is owed on the San Jacinto property representingthe cumulative  unpaid  property  taxes and  Mello-Roos tax  assessments at thatdate.  The  amount  accrues  interest  each  quarter  at a rate of  3.75% on theoutstanding balance.
27
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
Note 10 - Property Taxes Payable(Continued)
A five-year  installment payment plan with the County of Riverside Tax Collectorwas begun in June  1999 to avoid  the  property  being  sold at a tax  sale.  Aninstallment  payment was due on April 10,  2000;  however,  this payment was notmade.
This property was  contributed by the  Partnership  to RSJ Builders,  LLC in thefourth  quarter of 2000.  The  Partnership  has a 99% interest in RSJ  Builders,LLC.
Note 11 - Notes Payable
On March 10,  1998,  Sun City entered into a  promissory  note  agreement  for aconstruction  loan for Phase I construction with a bank. The maximum loan amountis  $2,275,000  and  accrues  interest  at 1.5% per annum in excess of the primerate. Interest is payable monthly. Sun City paid off the loan in full on May 15,2000. Interest paid for the year ended December 31, 2000 was $9,051 and has beencapitalized.  In June  1999,  Sun City  entered  into a second  promissory  noteagreement for Phase II  construction  loan with the same bank.  The maximum loanamount is  $4,119,000  and  accrues  interest at 1.5% per annum in excess of theprime rate.  Interest is payable monthly.  Sun City paid off the loan in full onMay 15, 2000. Interest paid for the year ended December 31, 2000 was $40,687 andhas been capitalized.
On August 17, 1999,  Remington  entered into a promissory  note  agreement for aconstruction  loan with a bank.  The  maximum  loan  amount was  $8,498,000  andaccrues  interest  at 1% per  annum in excess of the  Index  Rate.  Interest  ispayable monthly.  This note matured on December 10, 2000. At this date, the bankmodified the existing loan removing  approximately  $1,000,000 from constructionloan  availability.  As of  December  31,  2000 the new loan  maximum  amount is$7,406,000 with a maturity date of June 10, 2001.  Interest accrues at a rate ofthe greater of  seven-percent  (7%) or two hundred  basis points above the IndexRate. The interest rate shall change from time to time as to when the Index Ratechanges,  but in no  event  shall  the  Interest  Rate be lower  than 7%.  As ofDecember  31,  2000,  Remington  has a  principal  balance  due on the  note  of$4,956,379.  Interest paid for the year ended December 31, 2000 was $327,443 andhas been  capitalized.  TMP Land  Mortgage  Fund,  Ltd. is the guarantor of thispromissory note.
Note 12 - Minority Interests
In 1995, the  Partnership  entered into joint venture  agreements with TMP Homeswhereby the Partnership contributed land for a 75% interest in Remington and SunCity.  TMP  Homes  contributed  $100 for its 25%  interest.  As a result of thistransaction  and subsequent  capital  contributions  whereby the Partnership hascontributed  assets for a 75% interest;  the  Partnership  has recognized a lossequal to the fair value of 25% of the assets  contributed  to the joint venture.TMP Homes, as the minority  interest owner,  who will develop the property,  hasrecorded a gain equal to the fair value of 75% of the assets  contributed to thejoint venture by the Partnership.
In June 1999, the Partnership contributed  approximately $206,000 to Sun City topay  down  the  construction  loan  and  the  Partnership  incurred  a  loss  ofapproximately $51,500 (25%) on this contribution,  which is included in MinorityInterests Loss in consolidated affiliates. In addition, a loss of $123,135 and aloss of $662  related to Sun City and  Remington's  operations  is  included  inMinority   Interests  Loss  in  Consolidated   Affiliates  in  the  ConsolidatedStatements of Operations, for the year ended December 31, 2000.
28
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
Note 12 - Minority Interests (continued)
In June 2000, the  Partnership  entered into a joint venture  agreement with TMPLand  Mortgage Fund and PacWest  whereby the  Partnership  contributed  land and$24,750 in cash for a 99% interest in RSJ Builders,  LLC. PWIE  contributed $250for its 1% interest.  A loss of $114 related to RSJ 's operations is included inMinority   Interests  loss  in  Consolidated   Affiliates  in  the  ConsolidatedStatements of Operations, for the year ended December 31, 2000.
Note 13 - Property Sales
During the year ended  December 31, 1999 Sun City sold  twenty-three  lots.  Thefollowing is a summary of the properties sold:         Income from Sale of Properties                       $       3,389,887         Cost of Properties                                           3,437,723         Marketing & Selling Costs                                       39,340                                                              -----------------         Total Costs                                                  3,477,063                                                              -----------------         Loss on Sale of Properties                           $         (87,176)                                                              =================
In July 1999, thePartnership sold approximately 1.84 acres in Sun City. The sale price of theproperty was $100,000 and the Partnership recorded a gain of approximately$93,000 (excluding the “manager profit participation” as defined inthe Management Agreement of $12,073 that was paid to PacWest). The following isa summary of the property sold: 
         Sales Price                                          $          100,000         Cost of Property           (Includes capitalized carrying & selling costs)                 7,129                                                              ------------------         Gain on Sale of Property                             $           92,871                                                              ==================
29
                          TMP LAND MORTGAGE FUND, LTD.                        A California Limited Partnership                 Notes to the Consolidated Financial Statements                           December 31, 2000 and 1999
Note 13 - Property Sales (continued)
In July 1999, thePartnership sold approximately 2.14 acres in Sun City. The sale price of theproperty was $279,655 and the Partnership recorded a gain of approximately$18,000 (excluding the “manager profit participation” as defined inthe Management Agreement of $12,912 that was paid to PacWest). The following isa summary of the property sold: 
         Sales Price                                          $          279,655         Cost of Property            (Includes capitalized carrying costs)                        243,306         Selling Costs                                                    18,661                                                              ------------------         Total Costs                                                     261,967                                                              ------------------         Gain on Sale of Property                             $           17,688                                                              ==================
During the year ended  December 31, 2000 Sun City has sold all homes in thisproject. The following is a summary of the properties sold:         Income from Sale of Properties                       $       3,513,839         Cost of Properties                                           3,989,030         Marketing & Selling Costs                                        9,789                                                              -----------------         Total Costs                                                  3,998,819                                                              -----------------         Loss on Sale of Properties                           $        (484,980)                                                              =================
In November 2000, thePartnership went into escrow on the sale of the Sunset Crossing property. Thesales price is $2,750,000. A $10,000 deposit was received and recorded asAccounts Payable & Other in the Consolidated Balance Sheets as of December31, 2000. 

30                           TMP LAND MORTGAGE FUND, LTD                       (A California Limited Partnership)             Schedule II - Real Estate and Accumulated Depreciation              (Schedule XI, Rule 12-28, for SEC Reporting Purposes                      For the Year Ended December 31, 2000COLUMN          A         B            C                D             E           F             G            H           I                                                   COSTS CAPITALIZED                                                   SUBSEQUENT          Gross                                                TO ACQUISITION       amount at                                           Estimated                                       Initial             Carrying which Carried  Accumulated     Date of       Date  DepreciableDescription of Assets  Encumbrances   Cost   Improvement  Cost    at Year-End   Depreciation  Construction  Acquired    Life   Unimproved land -    $ 8,055,456 $ 3,550,000  $  63,737 $ 8,619,837 $ 12,233,574        -0-           N/A     06/02/94&San Jacinto                                                                                                    08/11/94    N/AUnimproved land -            -0-   1,077,000          0      54,975    1,131,975        -0-           N/A                  N/ASun CityUnimproved land -            -0-   1,875,000      1,500      82,455    1,958,955        -0-           N/A      12/21/94    N/ABanningUnimproved land -      4,956,379   1,658,000  2,565,163   4,133,057    8,356,220        -0-           N/A      08/23/95    N/A                    ------------   --------- ----------   ---------   ----------San Diego           $ 13,011,835 $ 8,160,000 $2,630,400 $12,890,324 $ 23,680,724        -0-                     ===========  =========== =========  ==========  ===========        ===Less valuation allowance:                                           $  4,168,118                                                                    ------------Net carrying value                                                  $ 19,512,606                                                                    ============Reconciliation of carrying amount---------------------------------Beginning balance                                    $16,352,585Additions:  Carrying Costs/Improvements                5,930,894Deductions:  Carrying costs/Improvements             2,246,712   Initial Cost                             420,000   Increase in valuation allowance          104,161                                          ---------     Total Deductions                                  2,770,873                                                       ---------Ending balance                                       $19,512,606                                                      ==========
31                                                               TMP LAND MORTGAGE FUND, LTD                                                           (A California Limited Partnership)                                                 Schedule II - Real Estate and Accumulated Depreciation                                                  (Schedule XI, Rule 12-28, for SEC Reporting Purposes                                                           For the Year Ended December 31, 1999COLUMN          A         B              C                D             E           F         G            H            I                                               COSTS CAPITALIZED                                                   SUBSEQUENT                                                TO ACQUISITION          Gross                                                --------------         amount at                                         Estimated                                      Initial             Carrying   which Carried  Accumulated   Date of       Date    DepreciableDescription of Assets  Encumbrances Cost    Improvement  Cost      at Year-End Depreciation  Construction  Acquired  LifeUnimproved land -    $ 6,301,117 $ 3,550,000 $   63,737 $ 6,823,910 $ 10,437,647     -0-           N/A       06/02/94&San Jacinto                                                                                                   08/11/94      N/AUnimproved land -            -0-   1,077,000          0      43,204    1,120,204     -0-           N/A                      N/ASun CityUnimproved land -      1,198,082     420,000  2,247,712           0    2,666,712     -0-           N/A                      N/ASun CityUnimproved land -            -0-   1,875,000      1,500      67,497    1,943,997     -0-           N/A        12/21/94      N/ABanningUnimproved land -      1,247,719   1,658,000  2,565,163      24,819    4,247,982     -0-           N/A        08/23/95      N/A                       ---------   ---------  ---------     -------   ----------San Diego            $ 8,746,918 $ 8,580,000 $4,877,112 $ 6,959,430  $20,416,542     -0-                      ==========  ==========  =========  ==========   ==========     ===Less valuation allowance:                                            $ 4,063,957                                                                     -----------Net carrying value                                                   $16,352,585                                                                     ===========Reconciliation of carrying amount---------------------------------Beginning balance                                 $12,555,444Additions:  Carrying Costs/Improvements             7,584,148Deductions:  Carrying costs/Improvements             3,746,159   Increase in valuation allowance           40,848                                           --------     Total Deductions                               3,787,007                                                  -----------Ending balance                                    $16,352,585                                                  ===========
32
ITEM 9     CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreementswith the independent accounting firm. On April 14, 1999, the Registrant filed aForm 8-K in which it terminated the accounting firm of Balser, Horowitz, Frank& Wakeling and appointed the independent accounting firm of SwensonAdvisors, LLP. 

                                    PART III
ITEM 10     DIRECTORS AND EXECUTIVE OFFICERS
The Partnership has noemployees and no directors or executive officers. The General Partners providemanagement of the Partnership. However, on April 1, 1998, PacWest entered intothe Management Agreement with the General Partners to provide the Partnershipwith overall management, administrative and consulting services. PacWestcurrently contracts with third party service providers to perform certain of thefinancial, accounting, and investor relations’ services for thePartnership. 

TMP Properties, aCalifornia General Partnership, and TMP Investments, Inc., a CaliforniaCorporation, are the General Partners. TMP Properties was formed on July 14,1978. TMP Properties’ principal business has been the acquisition ofundeveloped land and the coordination of activities necessary to add value tosuch land, primarily through the predevelopment process. It has syndicatednumerous private real estate limited partnerships, and eight public real estatelimited partnerships. All of the properties purchased by such partnerships werelocated in the State of California except for one (an office building), whichwas located in Oklahoma City, Oklahoma. Each of such limited partnershipsinvolved a specified real property program in which TMP Properties was thegeneral partner. In addition, TMP Properties has been and will continue to beengaged in property management, assets management, real estate accounting,budgetary services and partnership management on behalf of existing limitedpartnership and limited partnerships, which it sponsors in the future. Thegeneral partners of TMP Properties are William O. Passo, Anthony W. Thompson andScott E. McDaniel. 

TMP  Investments,  Inc.,  a California  Corporation,  was formed on December 12,1984.  TMP  Investments,  Inc.  acts  as  loan  servicer  for  the  Partnership,maintaining records with respect to, and billing and collecting payments on, theloans  made by the  Partnership.  As  compensation  for such  services,  TMP hasreceived  a  monthly   loan-servicing  fee  from  each  borrower,  and  not  thePartnership,  in an amount up to 1/8th of 1% of the outstanding principal amountof the borrower's  loan.  See  "Compensation  to the general  partners and theirAffiliates."  TMP  Investments  also performs  administrative,  bookkeeping  andclerical services for the Partnership.  The principals of TMP Investments,  Inc.are William O. Passo and Anthony W. Thompson.
The individual partners ofTMP Properties are listed below, together with information regarding theiremployment experience and background. 

WILLIAM O. PASSO, 59, is adirector and the President of TMP Investments, Inc. He practiced law for 18years, has been a licensed real estate broker since 1974 and holds registeredrepresentative and general principals securities licenses through the National
33
Association of Securities Dealers, Inc. Mr. Passo received his Juris DoctorateDegree from UCLA School of Law in 1967. He has been a senior partner first ofPasso, Yates and Nissen until 1975, then of Passo & Davis until March 1983when he resigned from the partnership to take a leading role in the managementof the affairs of TMP Properties. Mr. Passo has been involved in public andprivate real-estate syndication since 1970, and has acted as principal,investor, general partner, and counsel in real estate transactions involvingapartments, office buildings, agricultural groves and unimproved land. Mr. Passois a director and officer of William O. Passo, Inc. d.b.a. TMP Management, aproperty management company, and an officer of TMP Capital Corp, (“TMPCC”), a NASD registered broker-dealer. 

SCOTT E. MCDANIEL, 54, is a General Partner of TMP Properties.  He is a graduateof the US Naval Academy at Annapolis, majoring in engineering. Mr. McDaniel is aCalifornia  licensed general contractor and has been a licensed  California realestate broker since 1976. He was the founder and president of Scott E. McDaniel,Inc.  (dba Regal  Realty).  Mr.  McDaniel has  developed  office  complexes  andindustrial  space in Southern  California and has personally  brokered over $125million of real  estate  since  1982.  Through an  affiliated  company,  DeVilleConstruction Co., Inc., Mr. McDaniel has directed general contracting operationsin Southern California since 1982.
ANTHONY  W.  "TONY"  THOMPSON,  54,  is  Director  and  Vice  President  of  TMPInvestments,  Inc. A graduate  of  Sterling  College in 1969,  with a  BachelorsDegree in Science and Economics, Mr. Thompson holds the professional designationof Charter Life underwriter and chartered Financial Consultant from the AmericanCollege. Mr. Thompson is a registered principal with the NASD and is a principalin TMP CC; a NASD  registered  Broker Dealer.  Mr. Thompson has been involved inthe securities and the real estate  investment  fields since 1970, and a GeneralPartner  of  TMP  since  its   formation  in  1978.   Mr.   Thompson's   primaryresponsibility is marketing TMP offerings through the broker-dealer community.
In addition to being ageneral partner of the Partnership, TMP Properties, and some of its affiliates,have been and continue to be a general partner of other limited partnerships. Ifany such other limited partnerships’ assets should become insufficient tomeet Partnership obligations, TMP Properties, as a general partner of such otherlimited partnerships, might be subject to liabilities on behalf of suchpartnerships. 

ITEM 11     EXECUTIVE COMPENSATION
During the period since theformation of the Partnership (November 15, 1991) through the year ended December31, 2000, the Partnership paid no fees to the General Partners but, did receivecollectively $22,323 during the year ended December 31, 1997 as their share ofthe Partnership distributions. (See Item 13. “Certain Relationships andRelated Transactions”.) The Partnership has no officers or employees and,therefore, paid no other compensation other than that paid to the GeneralPartners as indicated above. 

ITEM 12     SECURITY OWNERSHIP OR CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
34
As of December 31, 2000 thePartnership has 15,715 Units issued and outstanding. To the knowledge of theGeneral Partners, no person beneficially owns more than 5% of the Units. Thefollowing table sets forth the number of the Units beneficially owned as ofDecember 31, 2000 by each officer, director and General Partner and by all suchpersons as a group. 
                                            Number of         Percent ofName of Beneficial Owner                    Units             Class------------------------                    -----             -----William O. Passo                            1                 .006%All officers, directors and generalpartners as a group (1 personincluding the above)                        1                 .006%
ITEM 13     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH AFFILIATES
TMP CC is the Managing Broker-Dealer for the offer and sale of the Units. TMP CCis a member firm of the National  Association  of Securities  Dealers,  Inc. TheManaging Broker-Dealer was established to provide underwriting, wholesaling, andother  securities  related  services to  partnerships  sponsored  by the generalpartners.  The  directors  and  executive  officers  of TMP CC  are  Anthony  W.Thompson,   President   and   Director,   and  William  O.   Passo,   secretary,vice-president,  and director.  (See Item 10 "Directors and Executive  Officers"for information regarding Messrs. Thompson and Passo).
The following information summarizes the forms and amounts of compensation (someof which involve cost  reimbursements)  paid by the  Partnership and other thirdparties,  to the general partners and their affiliates.  None of these fees weredetermined by arm's length negotiations.  Except as disclosed below, neither thegeneral partners nor any of their affiliates,  directors,  officers,  employees,agents, or counselors are  participating,  directly or indirectly,  in any othercompensation or remuneration with respect to the offering.
35OFFERING AND ORGANIZATIONAL STAGEAmount paid from Formation thru 12/31/2000Form of Compensation----------------------and Recipient               Description of Payment                                  Amount of Compensation-------------               ----------------------                                  ----------------------Selling Commissions (TMP    Up to a maximum of 10% gross proceeds, a minimum              Paid by TMPCC and certain              of 8%, which was reallocated to participating soliciting      Realty, IncSoliciting dealers)         dealers (which included TMP CC) from Units                            sold by them.  Up to an additional 5% paid to soliciting                            Dealers (which included TMP CC) for due                            diligence activities.Reimbursement of            Organizational Expenses reimbursed to the general              Paid by TMPOrganizational Expenses     partners for advertising, mailing, printing costs,             Realty Inc(general partners)          clerical expenses, legal and accounting fees.Reimbursement of Loan       The general partners were reimbursed for all out of            Paid by TMPExpenses (general partners) pocket expenses directly related to the loans, including       Realty Inc.                            credit evaluation expenses, property evaluation expenses,                            appraisal reports, title reports, environmental reports                            and remediations, and feasibility studies, escrow expenses,                            deposits and interest, and other similar expenses; but                            not including the general partners' overhead, salaries,                            travel or like expenses.
36OPERATING AND LIQUIDATION STAGEForm of Compensation----------------------and Recipient               Description of Payment                               Amount of Compensation-------------               ----------------------                               ----------------------Loan Servicing Fee          For servicing the loans made by the Partnership,        $422,556                            TMP Investments received a monthly                            Loan Servicing Fee that was charged to and                            paid by each borrower in an amount up to                            1/8 of 1% of the outstanding principal amount                            of this mortgage loan.Broker Loan Placement       TMP Realty, Inc. received Broker Loan                   $1,627,475Fee (Licensed Real Estate   Placement Fees from borrowers, as wasBroker Affiliated           negotiated by TMP Realty, Inc. with suchwith general partners)      borrowers, as follows: TMP Realty, Inc.                            retained 100% of the Broker Loan Placement                            Fee received on financing for aggregate                            loans up to the Gross Proceeds of the offering                            (the "Initial Loans").  Thereafter, on any                            extension of or new loans that were made with                            principal repayments from Initial Loans, TMP                            Realty, Inc. retained 75% of any Broker Loan                            Placement Fee, and the remaining 25% was                            remitted to the Partnership as loan extension                            or origination fees ("Points"), until TMP                            Realty, Inc. had satisfied its obligations to pay,                            out of the Broker Loan Placement Fees retained                            by it, all commissions and other amounts                            payable by it for services rendered by securities                            broker/dealers in connection with the offer and sale                            of Units.  On loans made thereafter, TMP Realty, Inc.                            retained 50% of any Broker Loan Placement Fee,                            and the remaining 50% were remitted to the Partnership                            as Points; provided, however, that TMP Realty, Inc.'s                            rights to retain its 50% portion was subordinated                            to the limited partners' Priority Return.Interest in Partnership     1% interest in all Partnership allocations              $81,748Allocation of each          Net Income, Net Loss, and DistributionsMaterial Item (General      of Cash from Operations.Partners)Subordinated Participation  A 24% interest in allocation of Net                     None Paid(general partners)          Income and Distributions of Cash
37                            from Loan Repayments or from the Sale                            or Refinancing of a property acquired                            through foreclosure or otherwise, all                            subordinated to a return of all the                            Limited partners of 8% per annum on                            their Adjusted Capital Contributions.Subordinated Real Estate    Real Estate commissions with respect                    None PaidCommission (general         to the sale of any properties acquired.partners or an affiliate)   through foreclosure or otherwise,                            which are equal to the lessor of: (1)                            3% of the gross sales price of a                            property equal to one-half the normal                            and competitive rate charged by                            unaffiliated parties, but such payment                            shall be subordinated to a return of                            all of the Limited partners' Capital                            Contributions, plus a non-compounded                            return to the limited partners of 8%                            per annum on their Adjusted Capital                            Contributions.ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON                  FORM 8K         (a) For a listing of Consolidated Financial Statements, reference is             made to Item 8 included in this Form 10K-SB.         (b) Exhibits:         3 & 4    Amended and Restated Agreement of limited partnership incorporated                  by reference to Exhibit 4.1 filed in Form S-11, SEC File No.                  33-39238 on April 13, 1992.         10       Material contracts are incorporated by reference as follows:                  Incorporated by reference to Amendment No. 1 as filed with the                  SEC on September 14, 1992.                  10.1.1 Loan Agreement - PR Equities Loan (Loan #1)                  10.1.2 Promissory Note - PR Equities Loan (Loan #1)                  10.1.3 Deed of Trust - PR Equities Loan (Loan #1)                  10.2.1 Loan Commitment - PR Equities Loan (Loan #2)
38                  10.3.1 Loan Agreement - Frame Loan (Loan #3)                  10.3.2 Promissory Note - Frame Loan (Loan #3)                  10.3.3 Deed of Trust - Frame Loan (Loan #3)                  10.4.1 Loan Agreement - Sunset Crossing Loan (Loan #4)                  10.4.2 Promissory Note - Sunset Crossing Loan (Loan #4)                  10.4.3 Deed of Trust - Sunset Crossing Loan (Loan #4)                  10.4.4 Personal Guaranty - Sunset Crossing Loan (Loan #4)                  10.4.5 Promissory Note - Bank Loan for Bridge Financing -                         Sunset Crossing Loan (Loan #4)                  Incorporated by reference to Amendment No. 3 as filed with the                  SEC on February 24, 1993.                  10.7.1 Loan Agreement - PR Equities Loan (Loan #2)                  10.7.2 Promissory Note - PR Equities Loan (Loan #2)                  10.7.3 Deed of Trust - PR Equities Loan (Loan #2)                  10.10.1 Loan Agreement - Fox-Olson Loan (Loan #5)                  10.10.2 Promissory Note - Fox-Olson Loan (Loan #5)                  10.10.3 Deed of Trust - Fox-Olson Loan (Loan #5)                  10.11.1 Loan Agreement - Environmental Development, Ltd.(Loan #6)                  10.11.2 Promissory Note - Environmental Development, Ltd.(Loan #6)                  10.11.3 Deed of Trust - Environmental Development Ltd.(Loan #6)                  Incorporated by reference to Amendment No. 6 as filed with the                  SEC on September 14, 1993:                  10.8.4 Modification of Promissory Note - Frame Loan (Loan #3)                  10.12.1 Loan Agreement - Fox-Olson Loan 2 (Loan #7)                  10.12.2 Promissory Note - Fox-Olson Loan 2 (Loan #7)
39                  10.12.3 Deed of Trust - Fox-Olson Loan 2 (Loan #7)                  Incorporated herein by reference to Exhibits A through H filed                  with the Registrant's Current Report on Form 8-K, dated October                  12, 1993, SEC File No. 0-19933:                  10.13.1 Loan Agreement - Singletary Loan (Loan #8)                  10.13.2 Promissory Note - Singletary Loan (Loan #8)                  10.13.3 Deed of Trust - Singletary Loan (Loan #8)                  10.14.1 Loan Agreement - LaMonte Loan (Loan #9)                  10.14.2 Promissory Note - LaMonte Loan (Loan #9)                  10.14.3 Deed of Trust - LaMonte Loan (Loan #9)                  10.14.4 Subordination, Non-disturbance and Attornment Agreement-                  LaMonte Loan (Loan #9)                  10.14.5 Consent to and Subordination of Deed of Trust-                  LaMonte Loan (Loan #9)
40SIGNATURESPursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  theregistrant  has duly  caused  this  report  to be  signed  on its  behalf by theundersigned thereunto duly authorized.Date: April 8, 2001                  TMP Land Mortgage Fund, Ltd.                  A California Limited Partnership                  By: TMP Investments, Inc., a California Corporation as                      Co-General Partner                  By:_______/S/WILLIAM O PASSO___________                           William O. Passo, President                  By:______/S/ANTHONY W THOMPSON_________                           Anthony W. Thompson, Exec. VP                  By: TMP Properties, a California General Partnership as                      Co-General Partner                  By:______/S/WILLIAM O PASSO____________                           William O. Passo, General Partner                  By:______/S/ANTHONY W THOMPSON_________                           Anthony W. Thompson, General Partner                  By:______/S/SCOTT E MCDANIEL___________                           Scott E. McDaniel, General Partner