UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10 - KSB

[X] Annual report under Section 13 or 15 (d) of the  Securities  Exchange Act of
1934.  For the fiscal year ended  December 31, 2002 [ ] Transition  report under
Section 13 or 15 (d) of the Securities  Exchange act of 1934. For the transition
from _________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. Employer
incorporation or organization)          
              
              
              
              
      
Identification No.)

801 N. PARKCENTER DRIVE, SUITE 235
SANTA 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
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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
-------------------   
           
           
           
           
            
            
            
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Units of Limited Partnership Interest   
              
              
              
              
              
        N/A

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.Yes[X] No [ ]

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

PART I

ITEM 1   
       
            BUSINESS

TMP Land Mortgage Fund,
Ltd., (the Partnership) is a California Limited Partnership formed in November
1991, of which TMP Investments, Inc., a California Corporation, and TMP
Properties, a California General Partnership, are the general partners
(General Partners). The Partnership was formed principally to make
short-term loans to unaffiliated parties secured by first trust deeds on
unimproved properties, primarily in the Inland Empire area of Southern
California, and to provide cash distributions on a current basis to the limited
partners, primarily from interest earned on the mortgage loans. The Partnership
is not a mutual fund or any other type of Investment Company within the meaning
of, and is not subject to regulations under, the Investment Company Act of 1940.
As of December 31, 2002, 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 limited
partnership Units (Unit(s)" or the Unit(s)) at a purchase
price of $1,000 per Unit pursuant to a Registration Statement on Form S-11. On
April 22, 1994, the Partnership had received and accepted subscriptions of
15,715 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 loan
investments described below and working capital reserves.

The Partnership was
organized to originate and make loans secured by first deeds of trust (commonly
known as mortgages) on unimproved real properties primarily in the
Inland Empire area of Southern California, which is located approximately 60
miles east of the City of Los Angeles and 40 miles north of the City of San
Diego. Twelve loans were made for terms of between 6 to 36 months. The
Partnership does not intend to make any further loans other than those described
below. Each loan was made to an unaffiliated borrower who (i) paid a fee or
points to obtain the loan, (ii) established a reserve that would
secure 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 loan
term. Each loan was made to an unaffiliated borrower who (i) used the proceeds
of the loan to purchase or refinance a property the General Partners believe has
development potential; (ii) predevelop the property by obtaining
zoning and other governmental approvals needed to permit construction of single
or multi-family residences or commercial buildings on the property
(predevelopment work) and (iii) on completion of the predevelopment
work, either sell the property to developers or contractors or obtain new
financing on the property.

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

As a consequence of adverse
changes in market conditions and other factors, nine of the twelve loans made by
the Partnership to date have been foreclosed. In the event of foreclosure, the
property securing the loan is to be made available for public sale approximately
four to six months after initiation of foreclosure proceedings and is to be sold
to the highest bidder.

2

The  sales  proceeds  then are paid to the  first  mortgagee,  who  would be the
Partnership,  until the  principal  amount of 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 price sufficient to enable the Partnership to
recover its investment,  the  Partnership,  as first  mortgagee,  is entitled to
acquire the  property in exchange  for  cancellation  of the amounts owed by the
borrower. In that event, the General Partners  strategy is to complete any
predevelopment  work not  completed  by the  borrower and to attempt to sell the
property for a price that would at least enable the  Partnership  to recover its
investment in the property.  To date, the  Partnership  has acquired each of the
properties on which it has foreclosed on the related loan.

The Partnerships
investment in a foreclosed property generally consists of all amounts owing by
the borrower to the Partnership that were secured by the Partnerships
mortgage at the time it acquired the property, the amounts expended to acquire
and complete predevelopment of the property and, unless paid out of the gross
proceeds of sale, any expenses incurred to sell the property. Any cash proceeds
in excess of the investment will be distributed to the partners.

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

DEVELOPMENT POTENTIAL OF UNDERLYING PROPERTIES

The Partnership made loans
to borrowers seeking to acquire or refinance, develop and then sell undeveloped
properties in the Inland Empire area of Southern California to developers and
contractors. In most cases, the repayment of the Partnerships loans
depended on the ability of the borrower to sell or refinance the property after
predevelopment work is completed. Accordingly, one of the critical factors that
affect the ability of the Partnership to achieve its investment objectives is
the potential value and salability of the properties, which secure repayment of
the Partnerships loans, or the properties, which the Partnership has
acquired through foreclosure.

Each loan made by the
Partnership 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, the
entire sales proceeds must be paid to the Partnership, as first mortgagee,
before any proceeds may be paid to anyone else. If there are no other
purchasers, or the other purchase offers made at the foreclosure sale are not
sufficient to pay off the amounts owed to the Partnership, as first mortgagee,
the Partnership is entitled to acquire the property in exchange for cancellation
of the amounts owed by the borrower. Under applicable laws, on any such
acquisition, any other mortgages, liens or encumbrances on the property will be
automatically terminated and the Partnership will own the property free and
clear and will have no payment obligations thereafter, other than (i) the costs
of completing any predevelopment work not completed by the borrower; and (ii)
property taxes that are assessed against the property after the
Partnerships acquisition of the property; and (iii) in some instances
special assessment district taxes which are assessed against the property.

There may be circumstances
in which, despite default, the general partners will choose not to initiate
foreclosure proceedings immediately.

3

For example,  there may be ongoing sales negotiations or a refinancing may be in
process that would be disrupted by the initiation of foreclosure  proceedings or
the general  partners may  conclude  that the  borrower-owner  is better able to
complete  predevelopment  and to sell the property than the  Partnership.  There
also may be  instances  in which the general  partners  choose not to purchase a
property at the foreclosure  sale,  even though the Partnership  might sustain a
partial or even total loss of the investment on the loan. For example, it may be
preferable to accept a cash purchase  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, a substantial portion of its investment in the loan. There
could  also be  circumstances  in which  environmental  problems  on a  property
discovered after a loan is made would make it prudent for the Partnership not to
acquire a property.  However,  the General  Partners believe such a circumstance
would be a rare occurrence.

LOANS STATUS AND FORECLOSED PROPERTIES

As of December 31, 2002,
the Partnership had made twelve mortgage loans of which three were paid and nine
resulted in foreclosures. The status of such loans and related foreclosures and
other 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 California
Limited Partnership. The loans were secured by first trust deeds on residential
property located in San Jacinto, California. Loan 1 was secured by a first deed
of trust on 304 residential lots consisting of 5 separate residential tracts in
Phase II of the Rancho San Jacinto master-planned community. Loan 2 was secured
by a first deed of trust on two residential tracts containing 148 lots that also
are part of Phase II of the Rancho San Jacinto master-planned community. All of
the properties are located east of Hewitt Street and north of Washington Avenue
in San Jacinto. These properties have received approval of the tentative tract
maps.

The Partnership foreclosed
on the property securing these loans during 1994. The foreclosed San Jacinto
properties had substantial Mello-Roos assessments and property tax
delinquencies. An installment Payment Plan (five-year payment plan) with the
County of Riverside Tax Collector was begun in June 1999 to avoid the property
being sold at a tax sale. An installment payment was due on April 10, 2000;
however, it was decided not to pay the installment. On November 15, 2000 the
Partnership contributed this property to RSJ Builders, LLC (RSJ). A
default judgment was filed against the property on October 10, 2000. In
addition; a Notice of Levy under Writ of Sale was recorded on March 21, 2001. As
of July 18, 2001 Chapter 11 bankruptcy was filed by RSJ.

As of February 2002, RSJ
entered into an Agreement with San Jacinto Equities, LLC (SJE)
whereby SJE will pay RSJ a total of $50,000 to cooperate with SJE in reinstating
the expired tentative tract maps and to waive its right of Redemption to the
Property following the sale of the Property at foreclosure. As of December 31,
2002, RSJ has received the total $50,000 from SJE and has recorded the amount as
Other Income during the year ended December 31, 2002.

The  property  was  foreclosed  on in  March  2002 and the  bankruptcy  has been
dismissed  as of  March  8,  2002.  This  property  is no  longer  owned  by the
Partnership.

FRAME LOAN

4

The Partnership made a
third loan (Loan 3) to Richard D. Frame secured by a first trust
deed for property under predevelopment in Temecula, California. The loan matured
on February 8, 1994 and was extended to April 20, 1994, at which time the
Partnership received payment in full. Portions of the proceeds of this loan were
used for funding Loans 11 and 12.

SUNSET CROSSING I LOAN

The Partnership made their
fourth loan (Loan 4) to Sunset Crossing I, a California Limited
Partnership. Loan 4 was secured by a first trust deed on 44 acres of
commercially zoned property at the southwest corner of the intersection of
Interstate 10 and Sunset Avenue in the city of Banning, California. In August of
1994, Sunset Crossing I defaulted on this loan. The Partnership foreclosed on
the property in December of 1994. In July 2000 the Partnership entered into an
agreement to sell the property for $2,750,000. The terms of the sale called for
nonrefundable deposits in the amount of $10,000 to be paid to the Partnership
every 120 days and for escrow to close on or before July 2002. The Partnership
received deposits of $10,000 in November 2000 and March 2001 but did not receive
the deposit due in July 2001. After negotiations with the buyer, the Partnership
agreed to extend the escrow closing date to January 15, 2003, increase the sales
price from $2,750,000 to $3,000,000 and to receive $10,000 nonrefundable
deposits every 90 days starting in August 2001. In August 2001 the Partnership
received an additional $10,000 deposit but did not receive the December 2001
deposit. On January 8, 2002 the Partnership cancelled escrow for
non-performance. The $30,000 of funds received was non-refundable and therefore
the Partnership has recognized these funds as income during the year ended
December 31, 2001. The property has been relisted for sale for $3,000,000.

FOX-OLSON LOAN #1

The Partnerships
fifth loan (Loan 5) was made to Marilyn Fox-Olson; who defaulted on
the loan. The Partnership foreclosed on this property in November 1994. The
current zoning for the property is C-1 (commercial). It is located at the
northeast corner of Newport Road and Bradley Road in the unincorporated area of
Riverside County known as Sun City/Menifee Valley. Approximately 2.14 acres of
this property were sold in July 1999 for a sales price of $279,655. The
Partnership recorded a net gain on the sale of approximately $18,000. On April
16, 2002 the Partnership sold the property for a total sales price of
$2,025,000. In accordance with this sale a note secured by deed of trust was
issued for $1,512,500. This note bears interest at 8 percent and is due to be
paid in full no later than October 16, 2003. A net gain of approximately $743,
500 was recorded upon the sale of this property.

TMP REMINGTON, LLC

The Partnerships
sixth loan (Loan 6) was made to Environmental Development, Ltd.,
(ED) a California Limited Partnership. Loan 6 was secured by a first trust deed
to property under predevelopment in San Diego, California. ED defaulted on the
loan in October of 1994. ED signed an extension agreement, wherein the
Partnership 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 Partnership
filed a Notice of Default. The Partnership subsequently accepted a deed in lieu
of foreclosure on the property in August 1995.

5

This property is
approximately 52 acres of residentially zoned land at the southeast quadrant of
State Route 905 and Interstate 805 Freeways in the Otay Mesa area of the City of
San Diego. The 52 acres are a portion of the 78.3-acre Remington Hills Precise
Plan; designed for low to moderate priced single-family homes. The Precise Plan
and tentative map has been processed and approved. The 52-acre portion of
Remington Hills is designed so it can be developed first and stand-alone from
the remaining portion of the Remington Hills Precise Plan. An environmental
impact report was approved in 1995. The property has an approved tentative tract
map for 184 lots.

The Partnership, together
with TMP Homes, LLC, formed a joint venture to construct homes on the site in
four phases. During 1999, and in accordance with the Operating Agreement, the
Partnership contributed 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
therefore the Partnership recognized a loss of approximately $60,000 when this
property was contributed. Phase I consisted of 48 homes and 4 models, which all
have been sold as of December 31, 2001 and one parking lot. The remaining lots
of Phase II (43 lots), III and IV (88 lots) and the parking lot were sold to a
third party during the year ended December 31, 2001. Remington will continue to
develop the land, building finished lots and delivering to the third party for
them to construct homes. In accordance with the sale agreement and escrow
instructions, $250,000 of non-refundable deposits received by Remington were
recorded as income during the year ended December 31, 2001. The purchase price
for the finished lots equals $93,045 per Finished Lot (as defined in the sale
agreement).

TMP HOMES FLOWERFIELD-SUN CITY, LLC ("Sun City")

On June 17, 1993, the
Partnership funded its seventh mortgage loan, (Loan 7) to
Marilyn Fox-Olson. Marilyn Fox-Olson defaulted on this loan also and the
Partnership acquired the property on March 29, 1995. The property has an
approved tract map with 45 residential lots and a 1.84 acre commercial site
located in Sun City/MenifeeValley, California. The Partnership, together with
TMP Homes, LLC, formed a joint venture to construct homes on this site. Phase I
will consist of 11 production homes and 2 models. Phase II will consist of 17
production homes. Phase III will consist of 15 production homes. Phase I and
Phase II construction were completed in 1999. Phase III construction began in
1999 and were completed in March 2000. During the year ended December 31, 1998,
and in accordance with the Operating Agreement, the Partnership contributed this
property to the LLC for a predetermined value of $420,000.

The following is a summary of home sales:

`Phase I         13 homes sold & escrow closed
Phase II        17 homes sold & escrow closed
Phase III       15 homes sold & escrow closed`

The 1.84-acre commercial site was sold in July 1999 for a sales price of $100,000.

SINGLETARY LOAN

On October 12, 1993, the
Partnership funded it eighth loan (Loan 8) secured by a first deed
of trust on 96 acres of industrial/commercial land located in the unincorporated
area of Riverside County known as Rubidoux.

6

The loan was due on April 12, 1995. The borrower  sought to extend the loan, and
did pay extension fees and additional interest for several months.  However, the
Partnership  was forced to file a Notice of  Default  when the  borrower  ceased
making  payments.  The  borrower  filed  for  personal  bankruptcy  in  order to
forestall foreclosure proceedings.  After a period of negotiation,  the borrower
was able to procure additional  financing 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, the
Partnership funded its ninth loan (Loan 9) secured by a first deed
of 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 amount
equal to twelve months interest due on the loan in a segregated bank account
representing the last twelve months interest on the loan. Ventura Pacific
Capital Group (VPCG), a developer who had an option agreement and ground lease
agreement with the LaMontes on the property, paid the first six months of
interest.

The principal amount of the
loan matured on April 25, 1995. At that time the Partnership filed a Notice of
Default, the LaMontes transferred the property to a wholly owned
corporation and had the corporation file a Chapter 11 bankruptcy proceeding to
delay the foreclosure. The Partnership succeeded in having the bankruptcy court
remove the stay after a contestual law and motion proceeding. The LaMontes
then filed a state court action asking the court for a temporary injunction
based on alleged irregularities during the foreclosure process. The Partnership
acquired the property through foreclosure in April 1996. The property was sold
in 1997 and a gain on the sale of approximately $500,000 was recorded by the
Partnership.

LANSING LOAN

On March 23, 1994, the
Partnership funded it tenth loan (Loan 10) secured by a first deed
of trust on 28.42 acres of commercially zoned land located on the Northwest
corner of Murrieta Hot Springs Road and Jefferson Avenue in Murietta,
California. The loan was repaid on September 5, 1995. The proceeds were added to
cash reserves of the Partnership.

ROCKFIELD LOAN

On June 1, 1994, the Partnership  funded its eleventh loan,  ("Loan 11") secured
by a first deed of trust on 42 residential lots in Rancho Cucamonga, California.

Loan 11 was in
participation with TMP Mortgage Income Plus, LP. (MIP), a private syndication of
which 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 $150,000
by MIP. The principal amount of Loan 11 was due on March 1, 1995. The
Rockfields defaulted and the property was foreclosed on January 15, 1996.
The Partnership sold its interest in the property in November, 1996 to MIP
for the amount of its participation in the loan, as well as monies which the
Partnership had advanced to pursue development of this property. MIP has entered
into a joint venture with TMP Homes, LLC to build homes on the 29 lots that
secured this loan. The Partnership held a note receivable from MIP for this
property, which was paid in full during 2000.

7

PEPPERTREE PARK, LLC

On June 28, 1994, the
Partnership funded its twelfth loan, (Loan 12) secured by a
first deed of trust on 193 single family residential lots and a third trust deed
on 73 single family residential lots and 15 acres office/professional use land
in Fallbrook, California.

The principal amount of
Loan 12 was due on June 28, 1995. However, the loan agreement allowed for an
extension of an additional 6 months. The Partnership received $1,500,000 during
1996 and retained a $500,000 (20%) interest in the property as an investor from
which the Partnership will receive a participation in profits from the
development of single-family homes. The Partnership entered into an agreement to
sell its interest in Peppertree for $375,000. As of December 31, 2001 all
$375,000 has been received relating to this sale.

ITEM 2        PROPERTIES

The  Partnership  has  acquired  nine  properties   through   foreclosure  since
inception. All of those properties have been fully disclosed in Item 1.

ITEM 3        LEGAL PROCEEDINGS

There are no matters requiring disclosure under Item 3.

ITEM 4        SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of Registrants security holders during 2002.

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

MARKET INFORMATION

As of December 31, 2002,
there were approximately 830 record holders, representing total
subscription of 15,715 Units and subscription proceeds in the amount of
$15,715,000. As of such date, all of the subscription proceeds had been
committed to the mortgage loan investments described in Item 1 and working
capital reserves. There is no other class of security outstanding or authorized.
There has not been, and currently there does not exist, any established public
trading market for the Units. Accordingly, to the General Partners
knowledge, there was no trading activity during the fiscal years ended December
31, 1998- 2002. In 1996, 75 Units were traded at between $315 and $400 per Unit.

CASH DISTRIBUTIONS

Total interest received on
mortgage loans from inception to December 31, 2002 was $3,569,666 and other
income 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 in
cash and a 20% interest in Peppertree Park, LLC valued at $500,000. Total
distributions to investors from such income and loan repayments were made in
1996 of $682,571.

8

In 1997,  the  Partnership  received net proceeds  from the sale of an apartment
building for its investment in Steadfast HSC, LLC and distributed  $2,232,365 to
investors.  There  were  no  distributions  in  1999 or  2000.  On July 5,  2001
distributions  of  approximately  $5,000 and  $500,000  were made to the General
Partners and limited partners,  respectively, as a return of capital. On May 16,
2002  distributions  of  approximately  $13,870 and $1,386,850  were made to the
General  Partners and limited  partners,  respectively,  as a return of capital.

ITEM 6     SELECTED CONSOLIDATED FINANCIAL DATA

The following table
summarizes selected consolidated financial data of the Partnership for the years
ended December 31, 1998 - 2002 and should be read in conjunction with the more
detailed Consolidated Financial Statements contained in Item 8, below. This
table is unaudited.

`2002         2001      2000       1999            1998
--------------------------------------------------------------------------------
Interest Income    $     7,719 $    18,182 $    32,083 $    44,140  $    44,832
(Loss) Gain on Sale
of Land            $ 1,725,063 $  (803,463)$  (484,980)$    23,383  $         0
Other Income       $    51,050 $    43,429 $     6,207 $     3,600  $    53,600
Total Income       $12,527,174 $ 6,294,084 $ 3,552,129 $    71,123  $    98,433
Net Income (Loss)  $ 1,434,855 $ (669,834) $  (781,507)$  (655,641) $  (397,618)
Net Income (Loss)
per Unit           $     91.30 $   (42.62) $    (49.73)$    (41.72) $    (25.30)
Cash Distribution
 per Unit          $     89.13 $     32.14 $         0 $         0  $         0
Total Assets       $ 7,072,461 $20,297,442 $20,690,744 $17,535,955  $13,937,406
--------------------------------------------------------------------------------`

Per Unit  calculations  based on 15,715 Units outstanding at December 31, 1998 -
2002.

ITEM 7   MANAGEMENT'S DISCUSSION AND ANALYSES OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

The following discussion
and analysis provides information that the Partnerships management
believes is relevant to an assessment and understanding of the
Partnerships consolidated results of operations and financial condition.
This discussion should be read in conjunction with the Consolidated Financial
Statements and footnotes, which appear elsewhere in this report.

This Annual Report on Form
10-KSB contains forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934 and Section 27A of the Securities Act of
1933, 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 are
intended to identify forward-looking statements, but are not the exclusive means
of identifying forward-looking statements in this report. Additionally,
statements concerning future matters such as the features, benefits and
advantages of the Partnerships property regarding matters that are not
historical are forward-looking statements. Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
Risk Factors sections of this report. The Partnerships actual
future results could differ materially from those projected in the
forward-looking statements. The Partnership assumes no obligation to update the
forward-looking statements.

9

Readers are urged to review
and consider carefully the various disclosures made by the Partnership in this
report, which attempts to advise interested parties of the risks and factors
that may affect the Partnerships business, financial condition and results
of operations.

RESULTS OF OPERATIONS

The following discussion
should be read in conjunction with the attached Consolidated Financial
Statements and notes thereto for the fiscal years ended December 31, 2002 and
2001.

The Partnerships
management believes that inflation has not had a material effect on the
Partnerships results of operations.

During the year ended
December 31, 2001, approximately $18,000 of interest income was earned. Property
sales for the years ended December 31, 2001 resulted in losses of approximately
$803,000. Other Income of approximately $40,000 consisted of $30,000 of
non-refundable proceeds from the Sunset Crossing property and $10,000 was earned
from the transaction relating to RSJ and San Jacinto Equities Agreement
discussed below.

During the year ended
December 31, 2002 approximately $7,700 of interest income was earned and $51,050
of other income was earned from the $50,000 relating to RSJ and San Jacinto
Equities Agreement discussed below. The Partnership sold a property for
$2,025,000 (see Note 10) and Remington had house sales to various third parties
totaling $5,296,795 and Lot Sales to Centex of $5,146,610 during the year ended
December 31, 2002.

As of February 2002, RSJ
entered into an Agreement with San Jacinto Equities, LLC (SJE)
whereby SJE will pay RSJ a total of $50,000 to cooperate with SJE in reinstating
the expired tentative tract maps and to waive its right of Redemption to the
Property following the sale of the Property at foreclosure. Per the Agreement,
$10,000 was paid to RSJ upon execution of the Agreement and an additional
$40,000 was paid to RSJ after two of the six tentative tract maps were
reinstated. As of December 31, 2002, RSJ has received the total $50,000 from SJE
and has recorded the amount as Other Income during the year ended December 31,
2002.

Total expenses for the year
ended December 31, 2002 compared with the year ended December 31, 2001,
increased by approximately $210,700 due primarily to an increase in
Participation Fees of $221,831. Two participation fees were paid during the year
ended December 31, 2002 to PacWest. A distribution to the Partnership by
Remington was received totaling $1,000,000 of which a 3% participation fee of
$30,000 was paid to PacWest in accordance with the Management Agreement. In
addition, based on the sale of the Sun City property on April 16, 2002 for
$2,025,000 PacWest is due a 13% participation fee in accordance with the
Management Agreement. However, based on the issuance of a deed of trust to the
Partnership (see Note 10) only a portion ($39,498) of the total participation
fee ($191,831) was paid during the year ended December 31, 2002. The remaining
fee will be paid to PacWest no later than October 16, 2003 when the note
receivable is to be paid in full, including interest. The remaining fee of
$152,333 is recorded as Accounts Payable & Other in the accompanying
Consolidated Balance Sheet as of December 31, 2002.

10

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, the Partnership had cash on hand of approximately
$785,800.

Operations for the year
ended December 31, 2002 provided cash of approximately $414,100. Investing
activities provided cash of approximately $5,730,200. Investing activities
include proceeds from property sales of approximately $12,468,400. These sales
proceeds are offset by increases in land development and carrying costs of
approximately $5,096,400, payment of selling expenses of approximately $129,360
and issuance of a note receivable of $1,512,500. Financing activities utilized
cash of approximately $5,631,800 related to payments on the Remington note
payables and the distribution of funds of approximately $1,400,700 to the
partners.

Operations for the year
ended December 31, 2001 utilized cash of approximately $384,600. Investing
activities provided cash of approximately $1,120,000. Investing activities
include proceeds from property sales of approximately $6,232,500 and proceeds
from the Peppertree Investment sale of $375,000. These sales proceeds are offset
by increases in land development and carrying costs of approximately $5,473,000
and payment of selling expenses. Financing activities utilized cash of
approximately $1,230,300 related to payments on the Remington note payables and
approximately $505,100 to pay distributions to partners.

The Partnership had one
property (Sunset Crossing) as of December 31, 2002 that is listed
for sale for $3,000,000. Remington is holding additional parcels that they have
already sold to a third party. The Partnership does not intend to acquire any
additional properties. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds, less any reserves needed for operations, to
the partners.

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

11

`ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements are filed as part of the Form 10-KSB:

For the fiscal years ended December 31, 2002 and 2001:

Report of Independent Auditors                                           13

Consolidated Balance Sheets as of December 31, 2002 and 2001             14

Consolidated Statements of Operations for the years ended
December 31, 2002 and 2001                                               15

Consolidated Statements of Partners' Capital for the years Ended
 December 31, 2002 and 2001                                              16

Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and 2001                                               17,18

Notes to Consolidated Financial Statements                               19-26

Supplemental Schedules to Consolidated Financial Statements              27,28`

All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require  submission of the schedule,  or
because the  information  required is  included  in the  Consolidated  Financial
Statements and Notes thereto.

12

REPORT OF INDEPENDENT AUDITORS

To the Partners
TMP Land Mortgage Fund, Ltd.
(A California Limited Partnership)

We have audited the
accompanying consolidated balance sheets of TMP Land Mortgage Fund, Ltd. as of
December 31, 2002 and 2001, and the related consolidated statements of
operations, partners capital, and cash flows for the years then ended. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). These financial statements and schedules are the responsibility of
the Partnerships management. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.

We conducted our audits in
accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of TMP Land Mortgage Fund, Ltd. as of December 31, 2002
and 2001, and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.

SWENSON ADVISORS, LLP
 An Accountancy Firm

Temecula, California
April 4, 2003

13

`TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

                           Consolidated Balance Sheets

                           December 31, 2002 and 2001


                                              2002                2001
                                           -------             -------

                                     Assets

Cash                                    $        785,799       $        273,342
Other Receivables                                422,914                347,341
Note Receivable (Note 10)                      1,512,500                      0
Investment in Unimproved Land, Net             4,351,248             19,676,759
                                        ----------------       ----------------

      Total Assets                      $      7,072,461       $     20,297,442
                                        ================       ================


                                       Liabilities and Partners' Capital

Accounts Payable & Other                $        351,349       $        803,593
Deferred Revenue                               1,237,364                      0
Due to Affiliates                                      0                    240
Franchise Taxes Payable                            1,600                    800
Property Taxes Payable                                 0              9,799,739
Notes Payable                                          0              4,231,087
                                        ----------------       ----------------

      Total Liabilities                        1,590,313             14,835,459
                                        ----------------       ----------------

Minority Interests                               514,554                528,529
                                        ----------------       ----------------

General Partners                                (107,337)              (107,818)
Limited Partners:  20,000 Equity Units Authorized:
 15,715 Units Outstanding                      5,074,931              5,041,272
                                        ----------------         --------------


      Total Partners' Capital                  4,967,594              4,933,454
                                        ----------------       ----------------

      Total Liabilities and Partners'
      Capital                           $      7,072,461       $     20,297,442
                                        ================       ================



           See Accompanying Notes to Consolidated Financial Statements`

14

`TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                      Consolidated Statements of Operations
                 For the years ended December 31, 2002 and 2001

                                               2002                     2001
                                        --------------            -------------
Property Sales                          $     12,468,405       $      6,232,473

Cost of Property Sales                        10,743,342              7,035,936
                                        ----------------       ----------------

Net Gain (Loss) on Property Sales              1,725,063               (803,463)

Other Income
      Interest                                     7,719                 18,182
     Other                                        51,050                 43,429
                                        ----------------       ----------------
Total Gain (Loss)                              1,783,832               (741,852)
                                        ----------------       -----------------

Expenses
     Accounting & Financial Reporting             49,049                 41,438
     General  & Administrative                     2,577                  2,274
     Manager Profit Participation                221,831                      0
     Outside Professional Services                63,515                 59,052
     Other                                         8,174                 31,707
                                        ----------------       ----------------

         Total Expenses                          345,146                134,471
                                        ----------------       ----------------

Net Income (Loss) before Minority
Interests and Income Taxes                     1,438,686               (876,323)

Minority Interests Gain (Loss) in
Consolidated Affiliates                           13,536                215,940

Taxes                                            (17,367)                (9,451)
                                         ----------------       ----------------

         Net Income (Loss)              $      1,434,855       $       (669,834)
                                        ================       =================

Allocation of Net Income (Loss):

General Partners, in the Aggregate:     $         14,349       $         (6,698)
                                        ================       =================

Limited Partners, in the Aggregate:     $      1,420,506       $       (663,136)
                                        ================       =================

Limited Partners, per Equity Unit:      $          90.39       $         (42.19)
                                        ================       =================

           See Accompanying Notes to Consolidated Financial Statements`

15

`TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                  Consolidated Statements of Partners' Capital
                 For the Years Ended December 31, 2002 and 2001




                                       General          Limited
                                      Partners         Partners         Total
                                      --------         --------         -----

Partners' Capital (deficit),
January 1, 2001                 $     (96,119)   $   6,204,459  $     6,108,340

Distributions                          (5,001)        (500,051)        (505,052)

Net Loss for 2001                      (6,698)        (663,136)        (669,834)
                                 -------------    -------------        ---------

Partners' (Deficit) Capital,
December 31, 2001               $    (107,818)   $   5,041,272  $     4,933,454

Distributions                         (13,867)      (1,386,848)      (1,400,715)

Net Income for 2002                     14,349       1,420,506        1,434,855
                                 -------------   -------------   --------------

Partners' (Deficit) Capital,
December 31, 2002               $    (107,337)   $   5,074,931  $     4,967,594
                                 =============    ============        =========




















           See Accompanying Notes to Consolidated Financial Statements`

16

`TMP LAND MORTGAGE FUND, LTD
                        A California Limited Partnership
                      Consolidated Statements of Cash Flows
                 For the years ended December 31, 2002 and 2001

                                                2002                   2001
                                           --------------        --------------

Cash Flows from Operating Activities:
  Net Income (Loss)                        $    1,434,855        $     (669,834)
  Adjustments to Reconcile Net Loss to Net
  Cash
      Provided By (Used In) Operating
      Activities:
     (Gain) Loss on Property Sales             (1,725,063)              803,463
     Minority Interests in Consolidated
     Affiliates                                   (13,975)             (215,832)
     Other                                          8,174                31,707
  Changes in Assets and Liabilities:
    (Increase) in Receivables                     (75,573)             (312,553)
   (Decrease) in Accounts Payable & Other        (452,244)              (21,015)
    Increase in Deferred Revenue                1,237,364                     0
    Increase (Decrease) in Franchise Tax
    Payable                                           800                  (800)
    (Decrease) Increase in Due to
     Affiliates                                      (240)                  240
                                             -------------        -------------

        Net Cash Provided By (Used In)
        Operating Activities                      414,098              (384,624)
                                           --------------              ---------

Cash Flows from Investing Activities:
      Proceeds from Property Sales less
      Issuance of
          Note Receivable and payment of
          selling expenses                     10,826,549             6,217,973
      Proceeds from Sale of Peppertree
      Investment                                        0               375,000
      Increase in Land Development and
      Carrying Costs                           (5,096,388)           (5,473,013)
                                            --------------        --------------

        Net Cash Provided By Investing
        Activities                              5,730,161             1,119,960
                                              -----------             ---------

Cash Flows from Financing Activities:
      Distributions to Partners                (1,400,715)             (505,052)
      Payments On Notes Payable                (4,231,087)             (725,292)
                                           ---------------        --------------

        Net Cash (Used In) Financing
        Activities                             (5,631,802)           (1,230,344)
                                            --------------        --------------

Increase (Decrease) in Cash                       512,457              (495,008)

Cash, Beginning of Period                         273,342               768,350
                                           --------------        --------------

Cash, End of Period                        $      785,799        $      273,342
                                            =============        ==============



           See Accompanying Notes to Consolidated Financial Statements`

17

Supplemental Disclosure of Cash Flow Information:

`Cash Paid for Taxes                        $       14,967        $        8,651
                                           ==============        ==============

Cash Paid for Interest                     $       61,986        $      444,619
                                           ==============        ==============`

Non-cash investing
activities during the year ended December 31, 2002 and 2001 consisted of an
increase in the carrying costs of Investment in Unimproved Land equal to
additional property tax liabilities incurred of $0 and $1,744,283, respectively.

Non-cash investing
activities during the year ended December 31, 2002 consisted of a decrease in
property taxes payable of $9,799,739 due to the foreclosure of the San Jacinto,
CA property. As of December 31, 2001 the net book value of the property was
$9,799,739 less the property taxes above, netting a value of $0.

See Accompanying Notes to Consolidated Financial Statements

18

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

Note 1 - General and Summary of Significant Accounting Policies

General- TMP Land
Mortgage Fund, Ltd., A California Limited Partnership (the
Partnership), was organized in 1991 in accordance with the
provisions of the California Uniform Limited Partnership Act. The purpose of the
Partnership is to make short-term (generally one to three-year) loans to
unaffiliated parties secured by first trust deeds (mortgages) on unimproved real
property primarily in the Inland Empire area of Southern California and to
provide cash distributions on a current basis to the limited partners, primarily
from interest earned on the mortgage loans.

Principles of
Consolidation  The consolidated financial statements include the
accounts of the Partnership and its majority-owned investments, TMP Homes
Remington, LLC (Remington), TMP Homes Flowerfield-Sun City, LLC (Sun City) and
RSJ Builders, LLC (RSJ). All significant inter-company accounts and
transactions have been eliminated in consolidation.

Investment in Unimproved
Land  Investment in unimproved land is stated at the balance of the
foreclosed loan plus carrying and improvement costs incurred subsequent to
foreclosure, net of a valuation allowance, as necessary, to state the properties
at their fair value. All costs associated with the acquisition and improvement
of a property is capitalized including all direct carrying costs; such as
interest expense and property taxes.

Syndication Costs - Syndication costs (such as commissions,  printing, and legal
fees) were paid by an affiliate of the Partnership,

TMP Realty, Inc.

Income Taxes - No
provision for federal income taxes has been made in the accompanying
consolidated financial statements as all profits and losses flow through to the
respective partners and are recognized on their individual income tax returns.
However, the minimum California franchise tax required to be paid by the
Partnership and its consolidated entities is $800 per year per entity.

Cash and Cash
Equivalents  For purposes of the Consolidated Statements of Cash
Flows, the Partnership considers all highly liquid investments with maturity of
three months or less to be cash equivalents. During the normal course of its
business, the Partnership accumulates cash and maintains deposits at various
banks. Occasionally, the cash deposit at a particular bank may exceed the
federally insured limit. Any accounting loss or cash requirement resulting from
the failure of a bank would be limited to such excess amounts.

Use of Estimates
 In the preparation of financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as of the

19

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

Note 1 - General and Summary of Significant Accounting Policies (continued)

date of the financial  statements and revenues and expenses during the reporting
period. Actual results could differ from these estimates.

Concentration 
All unimproved land parcels held for sale are located in the Inland Empire area
of Southern California. The eventual sales price of all parcels is highly
dependent on the real estate market conditions. The Partnership attempts to
mitigate any potential risk by continually monitoring the market conditions and
holding the land parcels through any periods of declining market conditions.

Recent Authoritative
Pronouncements- In October 2001, the FASB issued SFAS No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. This
statement establishes the accounting model for long-lived assets to be disposed
of by sale and applies to all long-lived assets, including discontinued
operations. This new statement requires that those long-lived assets be measured
at the lower of carrying amount or fair value less cost to sell, whether
reported in continuing operations or in discontinued operations. The Partnership
adopted SFAS No. 144 beginning January 1, 2002. There was no impact to the
financial statements since the long-lived assets had previously been recorded at
the lower of cost or market value, less disposal costs.

In June 2002, the FASB
issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections. This
statement requires the classification of gains or losses from the
extinguishments of debt to meet the criteria of APB Opinion No. 30
Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions before they can be classified as extraordinary in
the income statement. The rescission of SFAS No. 4 is effective January 1, 2003.
The amendment of SFAS No. 13 is effective for transactions occurring on or after
May 15, 2002. Management is assessing the impact of this statement.In September
2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities. This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. The provisions
of this statement are effective for activities that are initiated after December
31, 2002. Management is assessing the impact of this statement.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial
Institutions,  an Amendment to SFAS No. 72 and 144, and FASB  Interpretation No.
9. This FASB relates to the  acquisition  of financial  institutions  and is not
expected to have an impact on the Partnership's financial position or results of
operations  since  the  Partnership  has no  intention  of  acquiring  financial
institutions.

20

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

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. (A
California  Corporation)  are the general  partners  ("General  Partners").  The
partners of TMP Properties  are William O. Passo,  Anthony W. Thompson and Scott
E. McDaniel.  William O. Passo and Anthony W. Thompson were the  shareholders of
TMP Investments,  Inc. until October 1, 1995, when they sold their shares to TMP
Group, Inc. and then became the shareholders of TMP Group, Inc.

The Partnership was formed
principally to make short-term loans to unaffiliated parties secured by first
trust deeds on unimproved properties, primarily in the Inland Empire area of
Southern California and in some instances, in other areas of Southern
California, and to provide cash distributions to the limited partners, primarily
from interest earned on the mortgage loans. The Partnership is not a mutual fund
or any other type of Investment Company within the meaning of, and is not
subject to regulations under, the Investment Company Act of 1940.

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

The General Partners manage
and control the affairs of the Partnership, including final approval of all
loans and investments, and have ultimate authority for matters affecting the
interests of the Partnership. All organization and offering expenses of the
Partnership were paid by TMP Realty, an affiliate of the general partners, in
exchange for loan fees (or points) on each mortgage loan.

As a consequence of adverse
changes in market conditions and other economic and business factors, nine of
the twelve loans went into default. The Partnership foreclosed on the properties
secured by the defaulted loans and is in the process of developing and/or
selling these properties.

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

21

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

Note 3 - Partners' Contributions

The Partnership raised
capital through a public offering of units at $1,000 per unit. The minimum
offering size was 1,000 units or $1,000,000. The maximum offering size was
20,000 units or $20,000,000. As of April 21, 1994, 15,715 units were sold for
total capital contributions of $15,715,000 and the offering was closed.

Note 4 - Allocation of Profits and Losses and Cash Distributions

Profit, losses, and cash
distributions are allocated ninety-nine percent to the limited partners and one
percent to the general partners until the limited partners have received an
amount equal to their capital contributions plus a cumulative, non-compounded
return of eight percent per annum based on their adjusted capital account
balances, at which time, remaining profits, losses and cash distributions are
allocated seventy-six percent to the limited partners and twenty-four percent to
the General Partners. Distributions of cash from operations, if any, are made
monthly within 30 days after the end of the month.

On July 5, 2001 distributions of approximately  $5,000 and $500,000 were made to
the General Partners and limited partners, respectively, as a return of capital.

On May 16, 2002 distributions of approximately  $13,870 and $1,386,850 were made
to the General  Partners  and  limited  partners,  respectively,  as a return of
capital.

Note 5 - Related Party Transactions

During  the year  ended  December  31,  2001,  TMP  Homes,  managing  member  of
Remington,  paid $7,500 of bank loan fees on behalf of  Remington  and  advanced
Remington $22,500 to pay accounts payables.  As of December 31, 2001 these funds
have been paid back to TMP Homes.

A distribution to the
Partnership by Remington was received totaling $1,000,000 during the year ended
December 31, 2002 of which a 3% participation fee of approximately $30,000 was
paid to PacWest, a related party, in accordance with the Management Agreement.
In addition, based on the sale of the Sun City property on April 16, 2002 for
$2,025,000 PacWest, a related party is due a 13% participation fee in accordance
with the Management Agreement. However, based on the issuance of a deed of trust
to the Partnership (see Note 10) only a portion ($39,498) of the total
participation fee ($191,831) was paid during the year ended December 31, 2002.
The remaining fee of $152,333 is recorded as Accounts Payable & Other in the
accompanying Consolidated Balance Sheet as of December 31, 2002.

See Note 2 regarding information on management of the Partnership during 2002.

22

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

Note 6 - Agreements with PacWest

In April 1998, the General
Partners entered into the Financing Agreement with PacWest Inland Empire, LLC
(PacWest), whereby PacWest paid the General Partners and ten other
related partnerships (the TMP Land Partnerships) 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 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 Partnership and the TMP Land Partnerships
in the amount of $2,500,000. Loan proceeds will be allocated among the TMP Land
Partnerships, based on partnership needs, from recommendations made by PacWest,
and under the approval and/or direction of the General Partners. A portion of
these funds will be loaned to the Partnership at 12% simple interest beginning
April 1, 1998. The borrowings are secured by the Partnerships properties,
and funds will be loaned, as needed, in the opinion of the General Partners.
These funds are not to exceed 50% of the 1997 appraised value of the properties,
and will primarily be used to pay for on-going property maintenance, pay down
existing debt, accrued property taxes 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 is
limited to a maximum of $2,500,000. As of December 31, 2002 and December 31,
2001, the TMP Land Partnerships owe PacWest approximately $924,500 and
$3,637,000 including advances & interest.

In April 1998, PacWest
entered into a management, administrative and consulting agreement (the
Management Agreement) with the General Partners to provide the Partnership with
overall management, administrative and consulting services. Effective August 1,
2001, the Partnership entered into the First Amendment to the Management
Agreement (First Amendment). The purpose of the First Amendment is
to clarify and define certain language and the terms of the provisions of the
Management Agreement. The Management Agreement, in its entirety, remains in
effect apart from specific items discussed in the First Amendment.

Certain items disclosed in
the First Amendment include 1) Revision of the Asset Administration
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 any Partnership shall not exceed fifty percent (50%) of the fair
market value of all real properties owned by the Partnership, and the maximum
amount of the PacWest loan secured against each specific parcel shall not exceed
a 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 between
the Partnerships and each borrowing Partnership shall execute a Promissory Note
(as attached to the First Amendment) and a Trust Deed (as attached to the First
Amendment). PacWest and the TMP Land

23

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

Note 6 - Agreements with PacWest (continued)

Partnerships shall be
entitled to enter into a separate written agreement 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 shall be entitled to obtain third party loans
at market interest, secured against the real 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.

PacWest  currently  contracts  with third  party  service  providers  to perform
certain of the financial,  accounting,  and investor relations' 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 all partnership
administration while not replacing any of the General Partners. PacWest will
charge a fee for its administrative services equal to an amount not to exceed
the average reimbursements to the general partners for such services over the
past five years. As of December 31, 2002 and 2001, the Partnership has $0 and
$240, respectively, payable to PacWest related to the aforementioned agreements.

Note 7 - Property Taxes Payable

As of December 31, 2001 $9,799,739 of property taxes was owed on the San Jacinto
property  representing  the cumulative  unpaid property taxes and Mello-Roos tax
assessments at that date. The amount accrued  interest each quarter at a rate of
3.75% on the outstanding balance.

As of December 31, 2000 the
Partnership contributed the San Jacinto property to RSJ. As of July 18, 2001
Chapter 11 bankruptcy had been filed by RSJ. The San Jacinto property was
foreclosed on during March 2002 and therefore the bankruptcy has been dismissed
as of March 8, 2002. This property is no longer owned by the Partnership and the
property tax payable is no longer the obligation of the Partnership.

Note 8 - Notes Payable

On August 17, 1999,
Remington entered into a promissory note agreement for a construction loan with
a bank. The maximum loan amount was $8,498,000 and accrued interest at 1% per
annum in excess of the Index Rate. Interest was payable monthly. This note
matured on December 10, 2000. At this date, the bank modified the existing loan
removing approximately $1,000,000 from construction loan availability. As of
December 31, 2000 the new loan maximum amount was $7,406,000 with a maturity
date of June 10, 2001. Interest accrued at a rate of the greater of
seven-percent (7%) or two hundred basis points above the Index Rate. The
interest rate changed from time to time as to when the Index Rate changed, but
in no event did the Interest Rate go lower than 7%. Remington paid the note off
in 2001. On June 1, 2001 Remington entered into a new loan agreement with this
bank. This loan was not

24

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

Note 8 - Notes Payable (continued)

construction of the next 19
production homes and had a maturity date of June 28, 2002. A fee of $15,375 was
paid to complete this transaction. As of December 31, 2001, Remington had a
principal balance due on the note of $2,456,675. The Partnership was a guarantor
of the promissory note. As of December 31, 2002, Remington paid off the entire
amount of the loan.

On October 2, 2001
Remington entered into a new loan agreement with a bank. The maximum loan amount
is $2,225,000 and accrues interest at 1% per annum in excess of the Reference
Rate. Interest is payable monthly. The interest rate shall change from time to
time as to when the Reference Rate changes, but in no event shall the Interest
Rate be lower than 7.5%. This note matured on the date, which is six months
following the date of recordation of the Deed of Trust securing this note. This
note was paid in full on May 3, 2002. As of December 31, 2001, Remington had a
principal balance due on the note of $1,774,412.

In addition, on October 2,
2001 Remington  entered into a Subordination  and  Recognition  Agreement with a
third party and a bank.  Remington  executed  two deeds of trust in favor of the
third party to secure a note for a construction  loan in principal amount not to
exceed  $2,538,000 and the other to secure a note for a  construction  loan in a
principal  amount not to exceed  $4,826,000.  Remington and the third party also
entered into certain  purchase and sale  agreements  pursuant to which the third
party will purchase the property from Remington.  As of December 31, 2002, there
are no outstanding obligations relating to this agreement.

Note 9 - Minority Interests

In 1995, the Partnership
entered into joint venture agreements with TMP Homes whereby the Partnership
contributed land for a 75% interest in Remington and Sun City. TMP Homes
contributed $100 for its 25% interest. As a result of this transaction and
subsequent capital contributions whereby the Partnership has contributed assets
for a 75% interest; the Partnership has recognized a loss equal 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, has recorded a gain
equal to the fair value of 75% of the assets contributed to the joint venture by
the Partnership. During the year ended December 31, 2002, Remington made a
distribution to the Partnership of $1,000,000.

On May 26, 2000 the
Partnership entered into a joint venture agreement with PacWest whereby the
Partnership contributed land and $24,750 in cash for a 99% interest in RSJ.
PacWest contributed $250 for its 1% interest. Additional cash contributions by
the Partnership and PacWest of $9,900 and $100, respectively, were made during
the year ended December 31, 2001.

25

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2002 and 2001

Note 10 - Note Receivable

On April 16, 2002 the
Partnership sold one of its properties for a total sales price of $2,025,000. In
accordance with this sale a note secured by deed of trust was issued for
$1,512,500. This note bears interest at 8 percent and is due to be paid in full
no later than October 16, 2003.

26

`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, 2002

____________________________________________________________________________________________________________________________________
COLUMN       A             B           C                  D                   E          F            G           H             I


                                                   COSTS CAPITALIZED
                                                        SUBSEQUENT          Gross
                                                      TO ACQUISITION       amount at                                       Estimated
                                                      --------------
 Description                         Initial                  Carrying  which Carried   Accumulated    Date of     Date  Depreciable
 of Assets        Encumbrances       Cost      Improvement     Cost     at Year-End   Depreciation  Construction  Acquired     Life
-----------------------------------------------------------------------------------------------------------------------------------

Unimproved land -
Banning               -0-       1,875,000        1,500        107,022       1,983,522       -0-          N/A      12/21/94      N/A
Unimproved land -
San Diego             -0-       1,658,000            0        709,726       2,367,726       -0-          N/A      08/23/95
                 -------     ------------            -   ------------   ------------
N/A
                 $     0     $  3,533,000    $   1,500   $    816,748   $   4,351,248       -0-
                 -------      ===========        =====    ===========   =============       ===


Less valuation allowance:                                               $           0
                                                                        -------------
Net carrying value                                                      $   4,351,248
                                                                        =============

Reconciliation of carrying amount
---------------------------------

Beginning balance                  $  19,676,579

Additions:
  Carrying Costs/Improvements -
  Banning                                 13,039
   Decrease in Valuation Allowance     4,199,825
Deductions:
  Cost of Property Sold -
  San Diego                           (4,397,968)
  Cost of Property Sold -
  Sun City                            (1,140,662)
  Cost of Property Foreclosed -
  San Jacinto                        (13,999,565)
                                   -------------

Ending balance                     $   4,351,248
                                   =============`

27

`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, 2001

____________________________________________________________________________________________________________________________________
COLUMN       A            B             C                  D                 E               F           G        H           I


                                                    COSTS CAPITALIZED
                                                         SUBSEQUENT
                                                      TO ACQUISITION         Gross
                                                      --------------       amount at                                       Estimated
Description                          Initial                  Carrying    which Carried  Accumulated   Date of     Date  Depreciable
of Assets          Encumbrances       Cost       Improvement    Cost      at Year-End   Depreciation  Construction  Acquired   Life
----------------------------------------------------------------------------------------------------------------------------------

Unimproved land -
San Jacinto        $ 9,799,739 $   3,550,000  $    63,737   $ 10,385,828  $   13,999,565        -0-     N/A       06/02/94&
                                                                                                                  08/11/94      N/A
Unimproved land -
Sun City                   -0-     1,077,000            0         63,662       1,140,662        -0-     N/A                     N/A
Unimproved land -
Banning                    -0-     1,875,000        1,500         94,163       1,970,663        -0-     N/A        12/21/94     N/A
Unimproved land -
San Diego            4,231,087     1,658,000    2,565,163      2,542,531       6,765,694        -0-     N/A        08/23/95     N/A
                   ----------- -------------  -----------   ------------  -------------
                   $14,030,826 $   8,160,000  $ 2,630,400   $ 13,086,184  $   23,876,584        -0-
                   =========== =============  ===========   ============  ==============        ===


Less valuation allowance:                                                      $ 4,199,825
                                                                               -----------
Net carrying value                                                             $19,676,759
                                                                               ===========

Reconciliation of carrying amount
---------------------------------

Beginning balance              $        19,512,606

Additions:  Carrying Costs/
            Improvements                7,231,796
Deductions:
  Cost of Properties Sold          7,035,936
  Increase in valuation
  allowance                           31,707
                               -------------


     Total Deductions                    7,067,643
                                         ---------

Ending balance                 $        19,676,759
                                        ==========`

28

ITEM 9.          CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with the independent accounting firm.

ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS

The  Partnership  has no employees and no directors or executive  officers.  The
General Partners provide  management of the  Partnership.  However,  on April 1,
1998, PacWest entered into the Management Agreement with the General Partners to
provide the Partnership with overall  management,  administrative and consulting
services.  PacWest  currently  contracts  with third party service  providers to
perform certain of the financial,  accounting,  and investor relations' services
for the Partnership.

TMP Properties, a California General Partnership,  and TMP Investments,  Inc., a
California  Corporation,  are the General Partners. TMP Properties was formed on
July 14, 1978. TMP  Properties'  principal  business has been the acquisition of
undeveloped  land and the  coordination of activities  necessary to add value to
such land,  primarily  through the  predevelopment  process.  It has  syndicated
numerous private real estate limited partnerships,  and eight public real estate
limited partnerships.  All of the properties purchased by such partnerships were
located in the State of California  except for one (an office  building),  which
was  located in  Oklahoma  City,  Oklahoma.  Each of such  limited  partnerships
involved a  specified  real  property  program in which TMP  Properties  was the
general  partner.  In addition,  TMP Properties has been and will continue to be
engaged in property  management,  assets  management,  real  estate  accounting,
budgetary  services and  partnership  management  on behalf of existing  limited
partnership  and limited  partnerships,  which it  sponsors  in the future.  The
general partners of TMP Properties are William O. Passo, Anthony W. Thompson and
Scott 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, the
loans  made by the  Partnership.  As  compensation  for such  services,  TMP has
received  a  monthly   loan-servicing  fee  from  each  borrower,  and  not  the
Partnership,  in an amount up to 1/8th of 1% of the outstanding principal amount
of the borrower's  loan.  See  "Compensation  to the general  partners and their
Affiliates."  TMP  Investments  also performs  administrative,  bookkeeping  and
clerical services for the Partnership.  The principals of TMP Investments,  Inc.
are William O. Passo and Anthony W. Thompson.

The  individual  partners of TMP  Properties  are listed  below,  together  with
information regarding their employment experience and background.

WILLIAM O. PASSO, 61, is a director and the President of TMP  Investments,  Inc.
He practiced law for 18 years, has been a licensed real estate broker since 1974
and holds registered  representative and general principals  securities licenses
through the National Association of Securities Dealers,  Inc. Mr. Passo received
his Juris Doctorate Degree from UCLA School of Law in 1967.

29

He has been a senior partner first of Passo,  Yates and Nissen until 1975,  then
of Passo & Davis until March 1983 when he resigned from the  partnership to take
a leading role in the management of the affairs of TMP Properties. Mr. Passo has
been involved in public and private real-estate  syndication since 1970, and has
acted as  principal,  investor,  general  partner,  and  counsel in real  estate
transactions  involving  apartments,  office buildings,  agricultural groves and
unimproved  land. Mr. Passo is a director and officer of William O. Passo,  Inc.
d.b.a.  TMP Management,  a property  management  company,  and an officer of TMP
Capital Corp, ("TMP CC"), a NASD registered broker-dealer.

SCOTT E. MCDANIEL, 56, is a General Partner of TMP Properties.  He is a graduate
of the US Naval Academy at Annapolis, majoring in engineering. Mr. McDaniel is a
California  licensed general contractor and has been a licensed  California real
estate broker since 1976. He was the founder and president of Scott E. McDaniel,
Inc.  (dba Regal  Realty).  Mr.  McDaniel has  developed  office  complexes  and
industrial  space in Southern  California and has personally  brokered over $125
million of real  estate  since  1982.  Through an  affiliated  company,  DeVille
Construction Co., Inc., Mr. McDaniel has directed general contracting operations
in Southern California since 1982.

ANTHONY  W.  "TONY"  THOMPSON,  56,  is  Director  and  Vice  President  of  TMP
Investments,  Inc. A graduate  of  Sterling  College in 1969,  with a  Bachelors
Degree in Science and Economics, Mr. Thompson holds the professional designation
of Charter Life underwriter and chartered Financial Consultant from the American
College. Mr. Thompson is a registered principal with the NASD and is a principal
in TMP CC; a NASD  registered  Broker Dealer.  Mr. Thompson has been involved in
the securities and the real estate  investment  fields since 1970, and a General
Partner  of  TMP  since  its   formation  in  1978.   Mr.   Thompson's   primary
responsibility is marketing TMP offerings through the broker-dealer community.

In addition to being a general partner of the Partnership,  TMP Properties,  and
some of its affiliates,  have been and continue to be a general partner of other
limited  partnerships.  If any such other  limited  partnerships'  assets should
become  insufficient  to meet  Partnership  obligations,  TMP  Properties,  as a
general  partner  of such  other  limited  partnerships,  might  be  subject  to
liabilities on behalf of such partnerships.

ITEM 11  EXECUTIVE COMPENSATION

During the period since the  formation of the  Partnership  (November  15, 1991)
through the year ended  December 31, 2002, the  Partnership  paid no fees to the
General  Partners but, did receive  collectively  $22,323  during the year ended
December 31, 1997 as their share of the Partnership distributions. (See Item 13.
"Certain  Relationships  and  Related  Transactions".)  The  Partnership  has no
officers or employees and, therefore, paid no other compensation other than that
paid to the General Partners as indicated above.

30

ITEM 12  SECURITY OWNERSHIP OR CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2002 the Partnership has 15,715 Units issued and outstanding.
To the knowledge of the General Partners,  no person beneficially owns more than
5% of the  Units.  The  following  table  sets  forth  the  number  of the Units
beneficially owned as of December 31, 2002 by each officer, director and General
Partner and by all such persons as a group.

`Number of         Percent of
Name of Beneficial Owner                    Units             Class
------------------------                    -----             -----

William O. Passo                            1                 .006%

All officers, directors and general
partners as a group (1 person
including 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 CC is a member firm of
the National Association of Securities Dealers, Inc. The Managing Broker-Dealer
was established to provide underwriting, wholesaling, and other securities
related services to partnerships sponsored by the general partners. 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 (some of which involve cost
reimbursements) paid by the Partnership and other third parties, to the general
partners and their affiliates. None of these fees were determined by arms
length negotiations. Except as disclosed below, neither the general partners nor
any of their affiliates, directors, officers, employees, agents, or counselors
are participating, directly or indirectly, in any other compensation or
remuneration with respect to the offering.

`OFFERING AND ORGANIZATIONAL STAGE

Amount paid from Formation thru 12/31/2002

Form of Compensation
----------------------
and Recipient               Description of Payment        Amount of Compensation
-------------               ---------------------         ----------------------

Selling Commissions (TMP    Up to a maximum of 10% gross proceeds,
CC and certain              a minimum of 8%, which was reallocated
Soliciting dealers)         to participating soliciting dealers      Paid by TMP
                            (which included TMP CC) from Units sold  Realty, Inc
                            by them.  Up to an additional 5% paid
                            to soliciting Dealers (which included
                            TMP CC) for due diligence activities.`

31

`Reimbursement of            Organizational Expenses reimbursed to
Organizational Expenses     the general partners for advertising,
(general partners)          mailing, printing costs, clerical        Paid by TMP
                            expenses, legal and accounting fees.     Realty Inc


Reimbursement of Loan       The general partners were reimbursed
Expenses (general partners) for all out of pocket expenses directly  Paid by TMP
                            related to the loans, including credit   Realty Inc.
                            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.

OPERATING AND LIQUIDATION STAGE

Form of Compensation
----------------------
and Recipient               Description of Payment        Amount of Compensation
-------------               ----------------------        ----------------------

Loan Servicing Fee          For servicing the loans made by the
                            Partnership, TMP Investments received      $422,556
                            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     $1,627,475
Fee (Licensed Real Estate   Placement Fees from borrowers, as was
Broker Affiliated           negotiated by TMP Realty, Inc. with such
with 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`

32

`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  $81,748
Allocation of each          Net Income, Net Loss, and Distributions
Material 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
                            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 Paid
Commission (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.

33

`SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: April 4, 2003

                            TMP Land Mortgage Fund, Ltd.
                            A California Limited Partnership

                            By: TMP Investments, Inc., a California Corporation
                                as Co-General Partner

                            By:
                                ------------------------------------------------
                                     William O. Passo, President

                            By:
                                ------------------------------------------------
                                     Anthony W. Thompson, Exec. VP



                            By: TMP Properties, a California General Partnership
                                as Co-General Partner

                            By:
                                ------------------------------------------------
                                     William O. Passo, General Partner

                            By:
                                ------------------------------------------------
                                     Anthony W. Thompson, General Part  ner

                            By:
                                ------------------------------------------------
                                     Scott E. McDaniel, General Partner


                            By: JAFCO, Inc., a California Corporation as Chief
                            Accounting Officer

                            By:
                                ------------------------------------------------
                                     John Fonseca, President`