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, 2000 [ ] 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
-------------------           
              
          
              
          
              
          
------------------------------
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, 2000, twelve loans had been made by the Partnership.

Beginning in November 1991,
the Partnership was engaged in the offering of up to 20,000 units of 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

2

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
negotiations or a

3

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, 2001,
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  and  currently  owns the
property.  The foreclosed San Jacinto  properties  have  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. The date of the  Sheriffs  Sale Under  Foreclosure  was
scheduled for July 19, 2001. As of July 18, 2001 Chapter 11 bankruptcy  has been
filed by RSJ.  On  October  17,  2001,  the  Judgment  was  amended  to  include
subsequent  installments  of the special  taxes along with  penalties,  accruing
interest,  administrative fees,  attorneys  fees and costs. It is expected
there will be no additional  costs to RSJ except  bankruptcy,  legal,  and other
related  costs.  On March  21,  2002  the San  Jacinto  property  was sold at an
Assessment District Sale.

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 is to be paid to RSJ upon execution of the Agreement and an additional
$40,000 is to be paid to RSJ after two of the six tentative tract maps have been
reinstated. If the maps have not been reinstated within one year, SJE has the
right to cancel the agreement. If the agreement is cancelled after one year SJE
has no obligation to pay the $40,000 to RSJ. As of February 16, 2002, RSJ has
received $10,000 from SJE.

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 has been relisted for sale.

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. The
property was in escrow for $1,900,000; however the escrow cancelled as of
October 25, 2000. The property was put back on the market and is currently in
escrow for $2,025,000.

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 existing zoning is A1-10 (0-5 units per acre). 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 General
Partners have determined that construction of homes will achieve the highest
return to the Partnership based in part on the results of a market feasibility
study.

The Partnership, together
with TMP Homes, LLC, formed a joint venture to construct homes on the site in
four phases. During 1999, and in accordance with the Operating Agreement, the
Partnership contributed this property to the LLC for a predetermined value of
$1,638,000. The carrying value of the property was approximately $1,698,000 and
therefore the Partnership recognized a loss of approximately $60,000 when this
property was contributed. Phase I consisted of 48 homes and 4 models, which all
have been sold as of December 31, 2001 and one parking lot. The remaining lots
of Phase II (43 lots), III and IV (88 lots) and the parking lot were sold to a
third party during the year ended December 31, 2001. Remington will continue to
develop the land, building finished lots and delivering to the third party for
them to construct homes. In accordance with the sale agreement and escrow
instructions, $250,000 of non-refundable deposits received by Remington were
recorded as income during the year ended December 31, 2001. The purchase price
for the finished lots equals $93,045 per Finished Lot (as defined in the sale
agreement).

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

On June 17, 1993, the
Partnership funded its seventh mortgage loan, (Loan 7) to
Marilyn Fox-Olson. Marilyn Fox-Olson defaulted on this loan 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.

7

ROCKFIELD LOAN

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

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

PEPPERTREE PARK, LLC

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

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

ITEM 2     PROPERTIES

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

ITEM 3     LEGAL PROCEEDINGS

There are no matters requiring disclosure under Item 3.

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

No matters were submitted to a vote of Registrants security holders during 2001.

8

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

MARKET INFORMATION

As of December 31, 2001,
there were approximately 830 record holders, representing total subscription of
15,715 Units and subscription proceeds in the amount of $15,715,000. As of such
date, all of the subscription proceeds had been committed to the mortgage loan
investments described in Item 1 and working capital reserves. There is no other
class of security outstanding or authorized. There has not been, and currently
there does not exist, any established public trading market for the Units.
Accordingly, to the General Partners knowledge, there was no trading
activity during the fiscal years ended December 31, 1997- 2001. 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, 2001 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 $500,000 and $5,000 were
made to the limited partners and General Partners, respectively, as a return of
capital.

ITEM 6     SELECTED CONSOLIDATED FINANCIAL DATA

The following  table  summarizes  selected  consolidated  financial  data of the
Partnership  for the years ended  December 31, 1997 - 2001 and should be read in
conjunction with the more detailed  Consolidated  Financial Statements contained
in Item 8, below. This table is unaudited.

`2001          2000              1999         1998          1997
-------------------------------------------------------------------------------------------------
Interest Income              $     18,182  $     32,083    $     44,140   $     44,832  $     48,916
(Loss) Gain on Sale of Land  $   (803,463) $  (484,980)    $     23,383   $          0  $  1,026,850
Other Income                 $     43,429  $      6,207    $      3,600   $     53,600  $      4,970
Total Income                 $  6,294,084  $  3,552,129    $     71,123   $     98,433  $  1,080,736
Net Income (Loss)            $   (669,834) $  (781,507)    $   (655,641)  $   (397,618) $    945,723
Net Income (Loss) per Unit   $     (42.63) $    (49.73)    $     (41.72)  $     (25.30) $      60.18
Cash Distribution per Unit   $      32.14  $          0    $          0   $          0  $        141
Total Assets                 $ 20,297,442  $ 20,690,744    $ 17,535,955   $ 13,937,406  $ 12,563,395
----------------------------------------------------------------------------------------------------`

Per Unit  calculations  based on 15,715 Units outstanding at December 31, 1997 -
2001.

9

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

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

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

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.

10

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, 2001 and 2000.

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

During the year ended
December 31, 2001 and 2000, approximately $18,000 and $32,000, respectively, of
interest income was earned, of which $0 and $12,151, respectively, was earned
from the notes receivable from affiliate. Property sales for the years ended
December 31, 2001 and 2000 resulted in losses of approximately $803,000 and
$485,000.

Total expenses for the year
ended December 31, 2001 compared with the year ended December 31, 2001,
decreased by approximately $123,000 due to decreases in General &
Administrative, Outside Professional Services, Accounting & Financial
Reporting and Other. Other expenses includes certain carrying costs related to
the PR Equities, Ltd. properties in San Jacinto, CA, which are expensed as
incurred in order to bring the stated value of the property to fair market
value. These expenses are related to property services incurred to prepare the
property for future sale.

LIQUIDITY AND CAPITAL RESOURCES

As of December  31,  2001,  the  Partnership  had cash on hand of  approximately
$273,300.

Operations for the year
ended December 31, 2001 utilized approximately $384,600. Investing activities
provided approximately $1,119,900. Investing activities include proceeds from
property sales of approximately $6,232,500 and $375,000 relating to the sale of
the Peppertree investment. These sales proceeds are offset by increases in land
development and carrying costs of approximately $5,473,000. Financing activities
utilized cash of approximately $1,230,300 related to payments on the Remington
note payables and distributions to partners of approximately $505,100.

Operations for the year
ended December 31, 2000 utilized approximately $91,000. Investing activities
utilized approximately $1,995,000. Investing activities include proceeds from
property sales of approximately $3,514,000. These sales proceeds are offset by
increases in land development and carrying costs of approximately $5,499,000.
Financing activities provided cash of approximately $2,676,000 related to
proceeds from affiliates and borrowings on the Remington note payables.

The Partnership had two
properties as of December 31, 2001 that are being held for appreciation and
resale. Remington is holding additional parcels that they have already sold to a
third party. The Partnership does not intend to acquire any additional
properties. Upon the sale of each property, the Partnership intends to
distribute the sales proceeds, less any reserves needed for operations, to the
partners.

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

11

ITEM 8     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

For the fiscal years ended December 31, 2001 and 2000:

Report of Independent Auditors                                          13

Consolidated Balance Sheets as of December 31, 2001 and 2000            14

Consolidated Statements of Operations for the years ended
December 31, 2001 and 2000                                              15

Consolidated Statements of Partners' Capital for the years
Ended December 31, 2001 and 2000                                        16

Consolidated Statements of Cash Flows for the years ended
December 31, 2001 and 2000                                              17,18

Notes to Consolidated Financial Statements                              19-27

Supplemental Schedules to Consolidated Financial Statements             28,29`

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, 2001 and 2000, 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, 2001
and 2000, 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 21, 2002

13

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

                           Consolidated Balance Sheets

                           December 31, 2001 and 2000


                                              2001                  2000
                                           ---------             ---------

                                     Assets

Cash                                    $        273,342       $        768,350
Prepaid Expenses & Other                         347,341                 34,788
Investments                                            0                375,000
Investment in Unimproved Land, Net            19,676,759             19,512,606
                                        ----------------       ----------------

      Total Assets                      $     20,297,442       $     20,690,744
                                        ================       ================


                        Liabilities and Partners' Capital

Accounts Payable & Other                $        803,593       $        824,608
Due to Affiliates                                    240                      0
Franchise Taxes Payable                              800                  1,600
Property Taxes Payable                         9,799,739              8,055,456
Notes Payable                                  4,231,087              4,956,379
                                        ----------------       ----------------

      Total Liabilities                       14,835,459             13,838,043
                                        ----------------       ----------------

Minority Interests                               528,529                744,361
                                        ----------------       ----------------

General Partners                                (107,818)               (96,119)
Limited Partners:
20,000 Equity
Units Authorized:
15,715 Units Outstanding                       5,041,272              6,204,459
                                        ----------------       ----------------


      Total Partners' Capital                  4,933,454              6,108,340
                                        ----------------       ----------------

      Total Liabilities and Partners'
      Capital                           $     20,297,442       $     20,690,744
                                        ================       ================



           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, 2000 and 1999

                                                2001                     2000
                                         --------------            -------------
Property Sales                          $      6,232,473           $  3,513,839

Cost of Property Sales                         7,035,936              3,998,819
                                        ----------------          -------------

Net Loss on Property Sales                      (803,463)              (484,980)

Income
      Interest                                    18,182                 32,083
     Other                                        43,429                  6,207
                                        ----------------            -----------
Total Loss                                      (741,852)              (446,690)
                                        -----------------          -------------

Expenses
     Accounting & Financial Reporting             41,438                 62,722
     General  & Administrative                     2,274                 20,555
     Manager Profit Participation                      0                  3,750
     Interest                                          0                      0
     Outside Professional Services                59,052                 66,971
     Other                                        31,707                104,161
                                        ----------------          -------------

         Total Expenses                          134,471                258,159
                                        ----------------          -------------

Net Loss before Minority Interests and
Income Taxes                                    (876,323)              (704,849)

Minority Interests Gain (Loss) in
Consolidated Affiliates                          215,940                (68,268)

State Franchise Tax                               (9,451)                (8,390)
                                         ----------------          -------------

         Net Loss                       $       (669,834)          $   (781,507)
                                        =================          =============

Allocation of Net Loss:

General Partners, in the Aggregate:     $         (6,698)          $     (7,815)
                                        =================          =============

Limited Partners, in the Aggregate:     $       (663,136)          $   (773,692)
                                        =================          =============

Limited Partners, per Equity Unit:      $         (42.19)          $     (49.23)
                                        =================          =============


           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, 2001 and 2000



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

Partners' Capital (deficit),
January 1, 2000                         $   (88,304)  $  6,978,151  $ 6,889,847

Net Loss for 2000                            (7,815)      (773,692)    (781,507)
                                         -----------   -----------    ---------

Partners' (Deficit) Capital,
December 31, 2000                       $   (96,119)  $  6,204,459  $ 6,108,340

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

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

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

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, 2001 and 2000

                                                        2001            2000
                                                   -------------- --------------

Cash Flows from Operating Activities:
  Net Loss                                        $   (669,834)   $    (781,507)
  Adjustments to Reconcile Net Loss to Net Cash
       (Used In) Operating Activities:
     Loss on Property Sales                            803,463          484,981
     Minority Interests in Consolidated
     Affiliates                                       (215,832)          77,623
     Accretion of Discounted Notes Receivable                0          (12,151)
     Other                                              31,707          104,161
  Changes in Assets and Liabilities:
    (Increase) Decrease in Prepaid Expenses
    and Other                                         (312,553)           3,210
    Decrease in Other Receivables                            0           13,661
    (Decrease) Increase in Accounts Payable
    & Other                                            (21,015)          18,195
    (Decrease) Increase in Franchise Tax Payable          (800)             800
    Increase in Due to Affiliates                          240                0
                                                  ------------    -------------

        Net Cash (Used In) Operating Activities       (384,624)         (91,027)
                                                  -------------         --------

Cash Flows from Investing Activities:
      Proceeds from Property Sales                   6,232,473        3,513,839
      Proceeds from Sale of Peppertree Investment      375,000                0
      Payment of selling costs                         (14,500)          (9,789)
      Increase in Land Development and Carrying
      Costs                                         (5,473,013)      (5,498,874)
                                                  -------------   --------------

        Net Cash Provided By (Used In)
        Investing Activities                         1,119,960       (1,994,824)
                                                   -----------       -----------

Cash Flows from Financing Activities:
      Net Proceeds From Affiliates                           0          165,389
      Distributions to Partners                       (505,052)               0
      (Payments On) Proceeds from Notes Payable       (725,292)       2,510,578
                                                  -------------  --------------

        Net Cash (Used In) Provided By Financing
        Activities                                  (1,230,344)       2,675,967
                                                  -------------  --------------

(Decrease) Increase in Cash                           (495,008)         590,116

Cash, Beginning of Period                              768,350          178,234
                                                  ------------   --------------

Cash, End of Period                               $    273,342   $      768,350
                                                   ===========   ==============

           See Accompanying Notes to Consolidated Financial Statements`

17

TMP LAND MORTGAGE FUND, LTD
                        A California Limited Partnership
                Consolidated Statements of Cash Flows, continued
                 For the years ended December 31, 2001 and 2000

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

Cash Paid for Taxes                               $      8,651   $        6,790
                                                  ============   ==============

Cash Paid for Interest                            $    444,619   $      377,181
                                                  ============   ==============`

Other Disclosures:

Non-cash  investing  activities  for the years ended  December 31, 2001 and 2000
consisted of an increase in the carrying costs of Investment in Unimproved  Land
equal  to  additional  property  tax  liabilities  incurred  of  $1,744,283  and
$1,754,339, respectively.

See Accompanying Notes to Consolidated Financial Statements

18

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

Note 1 - General and Summary of Significant Accounting Policies

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

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

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

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

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

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

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

19

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

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

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

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

Note 2 - Organization of the Partnership

The Partnership is a California Limited Partnership formed on November 15, 1991.
TMP Properties (A California General  Partnership) and TMP Investments,  Inc. (A
California  Corporation)  are the general  partners  ("General  Partners").  The
partners of TMP Properties  are William O. Passo,  Anthony W. Thompson and Scott
E. McDaniel.  William O. Passo and Anthony W. Thompson were the  shareholders of
TMP Investments,  Inc. until October 1, 1995, when they sold their shares to TMP
Group, Inc. and then became the shareholders of TMP Group, Inc.

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

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

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

20

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

Note 2 - Organization of the Partnership (continued)

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.

No distributions were made
during 2000. On July 5, 2001 distributions of approximately $500,000 were made
to the limited partners and General Partners, respectively, as a return of
capital.

Note 5 - Related Party Transactions

During the year ended
December 31, 2000, TMP Homes, managing member of Remington, paid $17,800 of bank
loan fees on behalf of Remington. TMP Homes paid $165,000 to Sun City and
$38,500 to Remington as an advance for fees. Both Remington and Sun City paid
back these funds during 2000.

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

21

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

Note 6 - Agreements with PacWest

In April 1998, the General
Partners entered into the Financing Agreement with 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 ten other related
partnerships (the TMP Land Partnerships) in the amount of $2,500,000. Loan
proceeds will be allocated among the TMP Land Partnerships, based on partnership
needs, from recommendations made by PacWest, and under the approval and/or
direction of the general partners. A portion of these funds will be loaned to
the Partnership at 12% simple interest beginning April 1, 1998. The borrowings
are secured by the Partnerships properties, and funds will be loaned, as
needed, in the opinion of the General Partners. These funds are not to exceed
50% of the 1997 appraised value of the properties, and will primarily be used to
pay for on-going property maintenance, pay down existing debt, accrued property
taxes and appropriate entitlement costs.

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

As of  December  31,  2001  and  2000  the TMP  Land  Partnerships  owe  PacWest
approximately  $3,637,000 and  $2,856,000,  respectively,  including  advances &
interest.

Effective August 1, 2000,
the Partnership entered into the First Amendment to the Management Agreement
(First Amendment). The purpose of the First Amendment is to 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

22

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

Note 6 - Agreements with PacWest (continued)

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.

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. PacWest currently
contracts with third party service providers to perform certain of the
financial, accounting, and investor relations services for the
Partnership.

Pursuant to the Financing
Agreement, PacWest has acquired the General Partners unsubordinated 1%
interest in the Partnership and assumed responsibility for all partnership
administration while not replacing any of the General Partners. PacWest will
charge a fee for its administrative services equal to an amount not to exceed
the average reimbursements to the general partners for such services over the
past five years. As of December 31, 2001 and 2000, the Partnership has $240 and
$0, respectively, payable to PacWest related to the aforementioned agreements.

Note 7 - Investments

The following is a summary of the investments of the Partnership as of December 31:

`2001          2000
                                                        ----          ----

Peppertree Park, LLC (Peppertree)                             0       375,000
                                                  -------------       -------
                                                  $           0      $375,000
                                                  =============      ========`

The Partnership had a 75%
membership interest in Flowerfield, which was organized for the purpose of
acquiring, owning and developing certain parcels of land into single-family home
developments in San Jacinto, California. The equity method was used to account
for the Partnerships share of Flowerfields earnings or losses, which
is not materially different than the consolidation of this majority owned
investment. Flowerfield abandoned the project in 2000, and therefore, the
Partnership investment as of December 31, 2001 and 2000 is equal to zero.

23

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

Note 7 - Investments (continued)

The Partnership had a 20%
interest in Peppertree, which was formed to acquire and develop certain property
in San Diego, California. The Partnerships 20% interest was stated at its
cost of $500,000 less a write down of $125,000 in 2000 to record the investment
at its net market value. The Partnership entered into an agreement to sell its
interest in Peppertree for $375,000. As of December 31, 2001 the Partnership has
received all $375,000 in funds relating to this sale.

Note 8 - Property Taxes Payable

As of December 31, 2001 and
2000, approximately $9,799,739 and $8,055,456, respectively, of property taxes
is owed on the San Jacinto property representing the cumulative unpaid property
taxes and Mello-Roos tax assessments at that date. The amount accrues interest
each quarter at a rate of 3.75% on the outstanding balance.

As of December 31, 2000 the
Partnership contributed the San Jacinto property to RSJ. 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. The date of the
Sheriffs Sale Under Foreclosure was scheduled for July 19, 2001. As of
July 18, 2001 Chapter 11 bankruptcy has been filed by RSJ. It is expected there
will be no additional costs to RSJ except for bankruptcy, legal, and other
related costs (See Note 12).

Note 9 - Notes Payable

On March 10, 1998, Sun City
entered into a promissory note agreement for a construction loan for Phase I
construction with a bank. The maximum loan amount was $2,275,000 and accrued
interest at 1.5% per annum in excess of the prime rate. Interest was payable
monthly. Sun City paid off the loan in full on May 15, 2000. Interest paid for
the year ended December 31, 2000 was $9,051 and has been capitalized. In June
1999, Sun City entered into a second promissory note agreement for Phase II
construction loan with the same bank. The maximum loan amount was $4,119,000 and
accrued interest at 1.5% per annum in excess of the prime rate. Interest was
payable monthly. Sun City paid off the loan in full on May 15, 2000. Interest
paid for the year ended December 31, 2000 was $40,687 and has been capitalized.

24

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

Note 9 - Notes Payable (continued)

On August 17, 1999,
Remington entered into a promissory note agreement for a construction loan with
a bank. The maximum loan amount was $8,498,000 and accrued interest at 1% per
annum in excess of the Index Rate. Interest was payable monthly. This note
matured on December 10, 2000. At this date, the bank modified the existing loan
removing approximately $1,000,000 from construction loan availability. As of
December 31, 2000 the new loan maximum amount was $7,406,000 with a maturity
date of June 10, 2001. Interest accrued at a rate of the greater of
seven-percent (7%) or two hundred basis points above the Index Rate. The
interest rate shall change from time to time as to when the Index Rate changes,
but in no event shall the Interest Rate be lower than 7%. Remington paid the
note off in 2001. As of December 31, 2001 and 2000, Remington had a principal
balance due on the note of $0 and $4,956,379, respectively. On June 1, 2001
Remington entered into a new loan agreement with this bank. This loan was not
funded until August 2001. The new loan maximum principal amount is $3,075,000
for the construction of the next 19 production homes and has a maturity date of
June 28, 2002. A fee of $15,375 was paid to complete this transaction. As of
December 31, 2001, Remington had a principal balance due on the note of
$2,456,675. The Partnership is a guarantor of the promissory note

On  October  2,  2001
Remington entered into a new loan agreement with a bank. The maximum loan amount
is  $2,225,000  and accrues  interest at 1% per annum in excess of the Reference
Rate.  Interest is payable monthly.  The interest rate shall change from time to
time as to when the Reference  Rate changes,  but in no event shall the Interest
Rate be lower than 7.5%. This note matures on April 24, 2002. As of December 31,
2001,  Remington  had a  principal  balance  due  on  the  note  of  $1,774,412.

Interest paid for the years ended  December 31, 2001 and 2000 on all these loans
was $ 444,619 and $327,443, respectively, and has been capitalized.

In addition, on October 2,
2001 Remington entered into a Subordination and Recognition Agreement with a
third party and a bank. Remington executed two deeds of trust in favor of the
third party to secure a note for a construction loan in principal amount not
to exceed $2,538,000 and the other securing a note for a construction loan in a
principal amount not to exceed $4,826,000. Remington and the third party also
entered into certain purchase and sale agreements pursuant to which the third
party will purchase the property from Remington.

25

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

Note 10 - Minority Interests

In 1995, the Partnership
entered into joint venture agreements with TMP Homes whereby the Partnership
contributed land for a 75% interest in Remington and Sun City. TMP Homes
contributed $100 for its 25% interest. As a result of this transaction and
subsequent capital contributions whereby the Partnership has contributed assets
for a 75% interest; the Partnership has recognized a loss equal to the fair
value of 25% of the assets contributed to the joint venture. TMP Homes, as the
minority interest owner, who will develop the property, has recorded a gain
equal to the fair value of 75% of the assets contributed to the joint venture by
the Partnership.

In June 1999, the
Partnership contributed approximately $206,000 to Sun City to pay down the
construction loan and the Partnership incurred a loss of approximately $51,500
(25%) on this contribution.

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

Note 11 - Property Sales

During the year ended
December 31, 2000 Sun City sold all homes in the project. The following is a
summary of the properties sold:

`Income from Sale of Properties                                  $ 3,513,839

Cost of Properties                                              $ 3,989,030
Marketing & Selling Costs                                             9,789
                                                              -------------
       Total Costs                                                3,998,819
                                                              -------------

Loss on Sale of Properties                                      $  (484,980)
                                                                ============`

26

TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

Note 11 - Property Sales (continued)

The Sunset Crossing
property was in escrow during 2001. The escrow closing date was amended on July
19,2001 to be January 15, 2003. As consideration for the extension, the purchase
price was increased from $2,750,000 to $3,000,000. In accordance with the escrow
instructions, $30,000 has been released to the Partnership as of December 31,
2001. Escrow was cancelled during 2001 and the $30,000 of non-refundable
proceeds was recorded as income.

During the year ended
December 31, 2001, Remington sold 48 production homes and 4 models. In addition,
Remington sold the remaining 131 lots and the parking lot to a third party. The
following is a summary of the properties sold:

`Non-Refundable Deposits from Third Party              $      250,000
         Sales Price for all 48 production homes & models           5,982,473
                                                                -------------
                  Income from Sale of Properties                    6,232,473

         Cost of Properties                                         7,021,436
         Marketing & Selling Costs                                     14,500
                                                                -------------
               Total Costs of Properties                            7,035,936
                                                                -------------

                  Loss on Sale of Properties                   $     (803,463)
                                                               ===============`

Note 12 - Subsequent Event

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 is to be paid to RSJ upon execution of the Agreement and an additional
$40,000 is to be paid to RSJ after two of the six tentative tract maps have been
reinstated. If the maps have not been reinstated within one year, SJE has the
right to cancel the agreement. If the agreement is cancelled after one year SJE
has no obligation to pay the $40,000 to RSJ. As of February 16, 2002, RSJ has
received $10,000 from SJE.

On March 21, 2002, the San
Jacinto property held by RSJ was sold at an Assessment District Sale. (See Note
8).

27

`TMP LAND MORTGAGE FUND, LTD
                                                   (A California Limited Partnership)
                                         Schedule II - Real Estate and Accumulated Depreciation
                                          (Schedule XI, Rule 12-28, for SEC Reporting Purposes
                                                 For the Year Ended December 31, 2001
____________________________________________________________________________________________________________________________________
COLUMN       A             B           C                  D                   E          F            G           H             I


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

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


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

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

Beginning balance                                   $ 19,512,606

Additions:  Carrying Costs/Improvements                7,231,796
Deductions:
  Cost of Properties Sold                   7,035,936
  Increase in valuation allowance              31,707
                                       --------------
     Total Deductions                                  7,067,643
                                                       ---------

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

28

`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, 2000

____________________________________________________________________________________________________________________________________
COLUMN       A            B             C                  D                 E               F           G        H           I


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

Unimproved land -
San Jacinto           $ 8,055,456   $ 3,550,000   $     63,737  $ 8,619,837  $ 12,233,574     -0-       N/A    06/02/94&
                                                                                                               08/11/94         N/A
Unimproved land -
Sun City                       -0-    1,077,000              0       54,975     1,131,975     -0-       N/A                     N/A
Unimproved land -
Banning                        -0-    1,875,000          1,500       82,455     1,958,955     -0-       N/A     12/21/94        N/A
Unimproved land -
San Diego               4,956,379     1,658,000      2,565,163    4,133,057     8,356,220     -0-       N/A     08/23/95        N/A
                      -----------     ---------    -----------   ----------   -----------
                      $13,011,835   $ 8,160,000   $  2,630,400  $12,890,324  $ 23,680,724     -0-
                       ==========    ==========      =========   ==========   ===========     ===


Less valuation allowance:                                                    $  4,168,118
                                                                             ------------
Net carrying value                                                           $ 19,512,606
                                                                             ============

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

Beginning balance                                           $16,352,585

Additions:  Carrying Costs/Improvements                       5,930,894
Deductions:
  Carrying costs/Improvements                    2,246,712
   Initial Cost                                    420,000
   Increase in valuation allowance                 104,161
                                                   -------
     Total Deductions                                         2,770,873
                                                              ---------

Ending balance                                              $19,512,606
                                                             ==========`

29

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, 60, 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

30

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

SCOTT E. MCDANIEL, 55, 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,  55,  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, 2001, 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.

ITEM 12      SECURITY OWNERSHIP OR CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2001 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

31

forth the number of the Units beneficially owned as of December 31, 2001 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.

32

`OFFERING AND ORGANIZATIONAL STAGE

Amount paid from Formation thru 12/31/2001

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.

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

33

`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,
                             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`

34

`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.

`(b) Exhibits:

         3 & 4    Amended and Restated Agreement of limited partnership incorporated
                  by reference to Exhibit 4.1 filed in Form S-11, SEC File No.
                  33-39238 on April 13, 1992.

         10       Material contracts are incorporated by reference as follows:

                  Incorporated by reference to Amendment No. 1 as filed with the
                  SEC on September 14, 1992.

                  10.1.1 Loan Agreement - PR Equities Loan (Loan #1)

                  10.1.2 Promissory Note - PR Equities Loan (Loan #1)

                  10.1.3 Deed of Trust - PR Equities Loan (Loan #1)

                  10.2.1 Loan Commitment - PR Equities Loan (Loan #2)`

35

`10.3.1 Loan Agreement - Frame Loan (Loan #3)

                  10.3.2 Promissory Note - Frame Loan (Loan #3)

                  10.3.3 Deed of Trust - Frame Loan (Loan #3)

                  10.4.1 Loan Agreement - Sunset Crossing Loan (Loan #4)

                  10.4.2 Promissory Note - Sunset Crossing Loan (Loan #4)

                  10.4.3 Deed of Trust - Sunset Crossing Loan (Loan #4)

                  10.4.4 Personal Guaranty - Sunset Crossing Loan (Loan #4)

                  10.4.5   Promissory Note - Bank Loan for Bridge Financing -
                  Sunset Crossing Loan (Loan #4)

                  Incorporated by reference to Amendment No. 3 as filed with the
                  SEC on February 24, 1993.

                  10.7.1 Loan Agreement - PR Equities Loan (Loan #2)

                  10.7.2 Promissory Note - PR Equities Loan (Loan #2)

                  10.7.3 Deed of Trust - PR Equities Loan (Loan #2)

                  10.10.1 Loan Agreement - Fox-Olson Loan (Loan #5)

                  10.10.2 Promissory Note - Fox-Olson Loan (Loan #5)

                  10.10.3 Deed of Trust - Fox-Olson Loan (Loan #5)

                  10.11.1 Loan Agreement - Environmental Development, Ltd. (Loan #6)

                  10.11.2 Promissory Note - Environmental Development, Ltd. (Loan #6)

                  10.11.3 Deed of Trust - Environmental Development Ltd. (Loan #6)

                  Incorporated by reference to Amendment No. 6 as filed with the
                  SEC on September 14, 1993:

                  10.8.4 Modification of Promissory Note - Frame Loan (Loan #3)

                  10.12.1 Loan Agreement - Fox-Olson Loan 2 (Loan #7)

                  10.12.2 Promissory Note - Fox-Olson Loan 2 (Loan #7)`

36

`10.12.3 Deed of Trust - Fox-Olson Loan 2 (Loan #7)`

| |  | Incorporated | herein by reference to Exhibits A through H filed with the Registrants
Current Report on Form 8-K, dated October 12, 1993, SEC File No. 0-19933:
| |  | ------------ | -------------------------------------------------------------------------------------------------------------------------------------------------

`10.13.1 Loan Agreement - Singletary Loan (Loan #8)

                  10.13.2 Promissory Note - Singletary Loan (Loan #8)

                  10.13.3 Deed of Trust - Singletary Loan (Loan #8)

                  10.14.1 Loan Agreement - LaMonte Loan (Loan #9)

                  10.14.2 Promissory Note - LaMonte Loan (Loan #9)

                  10.14.3 Deed of Trust - LaMonte Loan (Loan #9)

                  10.14.4 Subordination, Non-disturbance and Attornment
                  Agreement - LaMonte Loan (Loan #9)

                  10.14.5 Consent to and Subordination of Deed of Trust -
                  LaMonte Loan (Loan #9)`

37

`SIGNATURES

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

Date: April 8, 2002

                  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`