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, 2003 [ ] 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, 2003, 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. The sales proceeds then are paid to the

2

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. For example, there may be ongoing sales

3

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, 2003,
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.

4

FRAME LOAN

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 is currently in escrow for $2,750,000 with a
projected close of escrow date of December 10, 2004.

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. On October 20, 2003 the
Partnership entered into a modification of the note secured by deed of trust.
The modification extended the due date of the note to November 16, 2003 with an
additional potential of extension until February 28, 2004. The Partnership
received $194,608 in October 2003 relating to this modification. Approximately
$30,248 of the amount is considered an extension fee and is not applicable to
the principal or interest that is due on the note. On November 17, 2003 the
Partnership received $1,512,500 in full payment from this note.

5

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.

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 continued 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). All lots have been sold as of December 31, 2003

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.

6

`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.  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.

7

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.

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 3LEGAL PROCEEDINGS

There are no matters
requiring disclosure under Item 3.

ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

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

MARKET INFORMATION

As of December 31, 2003,
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

8

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, 2003 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. 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. On January 17, 2003 distributions of approximately $9,704 and
$960,658 were made to the General Partners and limited partners, respectively,
as a return of capital. On September 15, 2003 distributions of $7,202 and
$713,016 were made to the General Partners and limited partners, respectively,
as a return of capital. On December 2, 2003 distributions of $13,868 and
$1,386,850 were made to the General Partners and limited partners, respectively,
as a return of capital.

ITEM 6SELECTED CONSOLIDATED FINANCIAL DATA

The following table
summarizes selected consolidated financial data of the Partnership for the years
ended December 31, 1999 - 2003 and should be read in conjunction with the more
detailed Consolidated Financial Statements contained in Item 8, below. This
table is unaudited.

`2003          2002          2001            2000           1999
-----------------------------------------------------------------------------------------------
Interest Income             $   204,640  $      7,719  $     18,182   $     32,083   $     44,140
Gain (Loss) on Sale of Land $    46,719  $  1,725,063  $   (803,463)  $   (484,980)  $     23,383
Other Income                $   241,346  $     51,050  $     43,429   $      6,207   $      3,600
Total Income                $ 7,331,316  $ 12,527,174  $  6,294,084   $  3,552,129   $     71,123
Net Income (Loss)           $   243,637  $  1,434,855  $   (669,834)  $   (781,507)  $   (655,641)
Net Income (Loss) per Unit  $  15.50     $      91.30  $     (42.62)  $     (49.73)  $     (41.72)
Cash Distribution per Unit  $    196.71  $      89.13  $      32.14   $          0   $          0
Total Assets                $ 2,516,162  $  7,072,461  $ 20,297,442   $ 20,690,744   $ 17,535,955
-------------------------------------------------------------------     -------------------------`

Per Unit calculations based
on 15,715 Units outstanding at December 31, 1999 - 2003.

ITEM  7MANAGEMENT'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.

9

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.

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, 2003 and
2002.

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, 2003, $204,640 of interest income was earned approximately $197,200
of the interest income was related to the issuance of a note receivable in 2002
(see Note 8). Remington had Lot Sales to Centex of $6,885,330 during the year
ended December 31, 2003. The Partnership recognized a gain on investment of
$237,500 as a result of distributions from Remington during the year ended
December 31, 2003 (see Note 7). All of the Remington lots have been sold and it
is anticipated that there will be one final distribution during 2004.

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 8) 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. RSJ is due no further payments.

10

Total expenses for the year
ended December 31, 2003 compared with the year ended December 31, 2002,
decreased by $108,889 due to a decrease in Participation Fees of $126,375, Other
of $8,174 and Outside Professional Services of $30,907. These decreases were
partially offset by an increase in Accounting and Financial Reporting of
$51,909. This increase is due to Remington increasing its Accounting department
during this time of sales to Centex.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2003,
the Partnership had cash on hand of $505,088. Operations for the year ended
December 31, 2003 utilized cash of $1,099,906. Investing activities provided
cash of $3,910,493. Investing activities include proceeds from property sales of
$6,885,330 and payoff of the note receivable of $1,512,500. These sales proceeds
are offset by increases in land development and carrying costs of $4,487,337.
Financing activities utilized cash of $3,091,298 related to payments of
distributions to partners.

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.

The Partnership had one
property (Sunset Crossing) in Banning as of December 31, 2003 that
is in escrow for an all cash offer of $2,750,000. The buyer is currently is in
the due diligence period which expires April 6, 2004. If at the end of the due
diligence period, the buyer proceeds with the purchase of the property, the
buyer is to deposit a total of $105,000 into escrow which is to be released to
the Partnership and applicable to the purchase price. The escrow is scheduled to
close December 10, 2004. Remington has sold all of the lots and the Partnership
is expecting a final distribution in 2004. The Partnership does not intend to
acquire any additional properties. Upon the sale of the Sunset
Crossing property in Banning, the Partnership intends to distribute the
sales proceeds and dissolve the Partnership.

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 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

For the fiscal years ended
December 31, 2003 and 2002:

`Report of Independent Auditors                                               13

Consolidated Balance Sheets as of December 31, 2003 and 2002                 14

Consolidated Statements of Operations for the years ended
December 31, 2003 and 2002                                                   15

Consolidated Statements of Partners' Capital for the years Ended
 December 31, 2003 and 2002                                                  16

Consolidated Statements of Cash Flows for the years ended
December 31, 2003 and 2002                                                   17

Notes to Consolidated Financial Statements                                18-24

Supplemental Schedules to Consolidated Financial Statements               25,26`

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, 2003 and 2002, 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, 2003
and 2002, 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
March 22, 2004

13

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

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002


                                               2003                  2002
                                              -----                 -----

                                     Assets

Cash                                       $        505,088    $        785,799
Prepaid Expenses & Other Receivables                 11,100             422,914
Note Receivable (Note 10)                                 0           1,512,500
Investment in Unimproved Land, Net                1,999,974           4,351,248
                                           ----------------    ----------------

      Total Assets                         $      2,516,162    $      7,072,461
                                           ================    ================


                                       Liabilities and Partners' Capital

Accounts Payable & Other                   $        318,952    $      1,588,713
Franchise Taxes Payable                               1,600               1,600
                                           ----------------    ----------------

      Total Liabilities                             320,552           1,590,313
                                           ----------------    ----------------

Minority Interests                                   75,677             514,554
                                           ----------------    ----------------

General Partners                                   (135,675)           (107,337)
Limited Partners:  20,000 Equity Units
Authorized:
 15,715 Units Outstanding                         2,255,608           5,074,931
                                           ----------------    ----------------


      Total Partners' Capital                     2,119,933           4,967,594
                                           ----------------    ----------------

      Total Liabilities and Partners'
      Capital                              $      2,516,162    $      7,072,461
                                           ================    ================



           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, 2003 and 2002

                                                   2003                2002
                                            --------------       -------------
Property Sales                             $      6,885,330    $       12,468,405

Cost of Property Sales                            6,838,611          10,743,342
                                           ----------------       -------------

Net Gain on Property Sales                           46,719           1,725,063

Other Income
      Interest                                      204,640               7,719
      Gain on Investment                            237,500             250,000
     Other                                            3,846              51,050
                                           ----------------       -------------
Total Gain                                          492,705           2,033,832
                                           ----------------       -------------

Expenses
     Accounting & Financial Reporting               100,958              49,049
     General  & Administrative                        7,235               2,577
     Manager Profit Participation                    95,456             221,831
     Outside Professional Services                   32,608              63,515
     Other                                                0               8,174
                                           ----------------       -------------
         Total Expenses                             236,257             345,146
                                           ----------------       -------------

Net Income before Minority Interests and
Income Taxes                                        256,448           1,688,686

Minority Interests Gain (Loss) in
Consolidated Affiliates                               1,379            (236,464)

Taxes                                               (14,190)            (17,367)
                                            ---------------    -----------------

         Net Income                        $        243,637    $      1,434,855
                                           ================    ================

Allocation of Net Income:

General Partners, in the Aggregate:        $          2,436    $         14,349
                                           ================    ================

Limited Partners, in the Aggregate:        $        241,201    $      1,420,506
                                           ================    ================

Limited Partners, per Equity Unit:         $          15.35    $          90.39
                                           ================    ================




           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, 2003 and 2002




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

Partners' Capital (deficit),
January 1, 2002                $   (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              $   (107,336)   $  5,074,930     $     4,967,594

Distributions                       (30,774)     (3,060,524)         (3,091,298)

Net Income for 2003                   2,436         241,201             243,637
                                -----------    ------------     ---

Partners' (Deficit) Capital,
December 31, 2003              $   (135,674)   $  2,255,607     $     2,119,933
                                ============    ===========           =========




















           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, 2003 and 2002

                                                2003                   2002
                                           --------------        --------------

Cash Flows from Operating Activities:
  Net Income                                 $      243,637     $     1,434,855
  Adjustments to Reconcile Net Income to
  Net Cash
      (Used In) Provided By Operating
       Activities:
     (Gain) on Property Sales                       (46,719)         (1,725,063)
     Minority Interests in Consolidated
     Affiliates                                    (438,877)            (13,975)
     Other                                                0               8,174
  Changes in Assets and Liabilities:
    Decrease (Increase) in Prepaid Expenses
    and Other Receivables                           411,814             (75,573)
   (Decrease) Increase in Accounts Payable
    & Other                                      (1,269,761)            785,120
    Increase in Franchise Tax Payable                     0                 800
    (Decrease) in Due to Affiliates                       0                (240)
                                              -------------       --------------
        Net Cash (Used In) Provided By
        Operating Activities                     (1,099,906)            414,098
                                              --------------            -------

Cash Flows from Investing Activities:
      Proceeds from Property Sales less
      Issuance of
          Note Receivable and payment of
          selling expenses                        6,885,330          10,826,549
      Proceeds from Payoff of Note
      Receivable                                  1,512,500                   0
      Increase in Land Development and
      Carrying Costs                             (4,487,337)         (5,096,388)
                                                ------------      --------------
        Net Cash Provided By Investing
        Activities                                3,910,493           5,730,161
                                                -----------     ---------------

Cash Flows from Financing Activities:
      Distributions to Partners                  (3,091,298)         (1,400,715)
      Payments On Notes Payable                           0          (4,231,087)
                                             --------------       --------------
        Net Cash (Used In) Financing
        Activities                               (3,091,298)         (5,631,802)
                                              --------------      --------------

(Decrease) Increase in Cash                        (280,711)            512,457

Cash, Beginning of Period                           785,799             273,342
                                             --------------      --------------

Cash, End of Period                          $      505,088     $       785,799
                                              =============     ===============

Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------

Cash Paid for Taxes                          $       14,190     $        14,967
                                             ==============     ===============

Cash Paid for Interest                       $            0     $        61,986
                                             ==============     ===============


           See Accompanying Notes to Consolidated Financial Statements`

17

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                                December 31, 2003

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

18

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                                December 31, 2003

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

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 September 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. The
adoption of this statement did not have a material effect on the
Partnerships financial position or results of operations.

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. The
adoption of this statement did not have a material effect on the
Partnerships financial position or results of operations.

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 the adoption of this
statement did not have a material effect on the Partnerships financial
position or results of operations.

In November 2002, the FASB
issued Interpretation No. 45 (FIN), Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, an interpretation of SFAS No. 5, 57 and 107 and
rescission of FIN No. 34, which addresses disclosures to be made by a guarantor
in its interim and annual financial statements about its obligations under
certain guarantees that is has issued. Provisions of FIN No. 45 related to
recognition and initial measurement are to be applied on a prospective basis to
guarantees issued or modified after December 31, 2002. Provisions of FIN NO. 45
related to disclosure requirements are effective for financial statements of
interim and annual periods ending after December 15, 2002. The adoption of this
statement did not have a material effect on the Partnerships financial
position or results of operations.

19

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                                December 31, 2003

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

In December  2002,  the FASB issued SFAS No. 148,  "accounting  for  Stock-Based
Compensation-Transition   and  Disclosure",   an  amendment  to  SFAS  No.  123,
"Accounting  for  Stock-Based  Compensation"  and APB Opinion  No. 28,  "Interim
Financial  Reporting".   SFAS  No.  148  provides  for  alternative  methods  of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation.  In addition,  SFAS No. 148
(i)  amends  the  disclosure  provision  of SFAS No.  123 to  require  prominent
disclosure  about the effects on reported  net income of an entity's  accounting
policy  decisions with respect to stock-based  employee  compensation;  and (ii)
amends APB Opinion No. 28 to require  disclosure  about those effects in interim
financial information. Provisions of SFAS No. 148 relating to amendments to SFAS
No. 123 are  effective for  financial  statements  for fiscal years ending after
December 31, 2002.  Provisions  of SFAS No. 148 relating to amending APB Opinion
No. 28 are effective for financial  reports for interim periods  beginning after
December 15, 2002. The adoption of this statement did not have a material effect
on the Partnership's financial position or results of operations.

In May 2003, the FASB
issued SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity, which establishes
standards of how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity for purposes of the
issuers statement of financial position. Provisions of SFAS No. 150 are
(i) effective for financial instruments entered into or modified after May 31,
2003, and otherwise are effective at the beginning of the first interim period
beginning after September 15, 2003, and (ii) to be implemented by reporting the
cumulative effect of a change in accounting principle for financial instruments
created before the issuance date of SFAS No. 150 and still existing at the
beginning of the interim period of adoption. The adoption of this statement did
not have a material effect on the Partnerships financial position or
results of operations.

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

20

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                                December 31, 2003

Note 2 - Organization of the Partnership (continued)

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.

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.

21

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                                December 31, 2003

Note 4 - Allocation of Profits and Losses and Cash Distributions (continued)

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 $13,867 and $1,386,848 were made to the General Partners
and limited partners, respectively, as a return of capital. On January 17, 2003
distributions of approximately $9,704 and $960,658 were made to the General
Partners and limited partners, respectively, as a return of capital. On
September 15, 2003 distributions of $7,202 and $713,016 were made to the General
Partners and limited partners, respectively, as a return of capital. On December
2, 2003 distributions of $13,868 and $1,386,850 were made to the General
Partners and limited partners, respectively, as a return of capital.

Note 5 - Related Party Transactions

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 8) only a portion ($39,498) of the total
participation fee ($286,977) was paid during the year ended December 31, 2002.
In addition an additional $29,508 was paid on January 30, 2003. The remaining
fee of $217,971 was received on November 17, 2003 when the Note Receivable (see
Note 8) was paid off.

See Note 2 regarding
information on management of the Partnership during 2003.

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

22

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                                December 31, 2003

Note 6 - Agreements with PacWest (continued)

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, 2003 and 2002, the TMP
Land Partnerships owe PacWest approximately $0 and $924,500 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 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

23

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                                December 31, 2003

Note 6 - Agreements with PacWest (continued)

past five years. As of
December 31, 2003 and 2002, the Partnership has $0 and $0, respectively, payable
to PacWest related to the aforementioned agreements.

Note7 - 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 developed 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. During the year ended December
31, 2003, Remington made two distributions to the Partnership totaling
$1,750,000. The Partnership has recognized a net Gain on Investment of $237,500
and $250,000, respectively as a result of these distributions for the year ended
December 31, 2003 and 2002.

Note 8 - 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 was due to be paid in full
no later than October 16, 2003. On October 20,2003 the Partnership entered into
a modification of the note secured by deed of trust. The modification extended
the due date of the note to November 16, 2003 with an additional potential of
extension until February 28, 2004. The Partnership received $194,608 in October
2003 relating to this modification. On November 17, 2003 the note was paid in
full.

24

`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, 2003

-----------------------------------------------------------------------------------------------------------------------------------
COLUMN      A                  B              C           D                  E             F             G            H          I
------------------------------------------------------------------------------------------------------------------------------------

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

Unimproved land - Banning        -0-    1,875,000     1,500     123,474  1,999,974       -0-         N/A        12/21/94       N/A

Less valuation allowance:                                               $        0
                                                                        ----------

Net carrying value                                                      $1,999,974
                                                                        ==========

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

Beginning balance                   $    4,351,248

Additions:
  Carrying Costs/Improvements - Banning     16,452
Deductions:
  Cost of Property Sold - San Diego     (2,367,726)

Ending balance                      $    1,999,974
                                    ==============`

25

`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
                                          Initial             Carrying  which Carried  Accumulated    Date of      Date  Depreciable
Description 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
                                              ==============`

26

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, 62, 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. He has been a senior partner first of

27

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, 57, 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, 57, 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, 2003, 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.

28

ITEM 12  SECURITY OWNERSHIP OR CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2003 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, 2003 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.

`Amount paid from Formation thru 12/31/2003

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

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

29

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

Reimbursement of Loan                   The general partners were reimbursed for all out of                   Paid by TMP
Expenses (general partners)             pocket expenses directly related to the loans, including              Realty Inc.
                                        credit evaluation expenses, property evaluation expenses,
                                        appraisal reports, title reports, environmental reports
                                        and remediations, and feasibility studies, escrow expenses,
                                        deposits and interest, and other similar expenses; but
                                        not including the general partners' overhead, salaries,
                                        travel or like expenses.

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,                      $  422,556
                                        TMP Investments received a monthly
                                        Loan Servicing Fee that was charged to and
                                        paid by each borrower in an amount up to
                                        1/8 of 1% of the outstanding principal amount
                                        of this mortgage loan.

Broker Loan Placement                   TMP Realty, Inc. received Broker Loan                                 $1,627,475
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,`

30

`out of the Broker Loan Placement Fees retained
                                        by it, all commissions and other amounts
                                        payable by it for services rendered by securities
                                        broker/dealers in connection with the offer and sale
                                        of Units.  On loans made thereafter, TMP Realty, Inc.
                                        retained 50% of any Broker Loan Placement Fee,
                                        and the remaining 50% were remitted to the Partnership
                                        as Points; provided, however, that TMP Realty, Inc.'s
                                        rights to retain its 50% portion was subordinated
                                        to the limited partners' Priority Return.

Interest in Partnership                 1% interest in all Partnership allocations                            $   81,748
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.

31

`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: March 22, 2004

                                      TMP Land Mortgage Fund, Ltd.
                                      A California Limited Partnership

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

                                      By:       /S/WIlliam O. Passo
                                          --------------------------------
                                               William O. Passo, President

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



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

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

                                      By:     /S/Anthony W. Thompson
                                          -------------------------------------
                                               Anthony W. Thompson, General Partner

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


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

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