<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20529

                                   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, 1999

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the transition  period from ___________
         to __________.


                          Commission File No. 33-39238

                          TMP LAND MORTGAGE FUND, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

         CALIFORNIA                             33-0451040
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                      801 North Parkcenter Drive, Suite 235
                           Santa Ana, California 92705
           (Address of principal executive office, including Zip Code)

                                 (714) 836-5503
              (Registrant's telephone number, including Area Code)

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

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

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

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed 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 ]


<PAGE>


PART 1

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,  1999,  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


                                       2
<PAGE>
paid to the first mortgagee,  who would be the Partnership,  until the principal
amount of the loan, and earned but unpaid  interest,  and foreclosure  costs are
repaid.  Any remaining surplus is paid to the borrower.  If no one offers a cash
price  sufficient  to enable the  Partnership  to recover  its  investment,  the
Partnership, as first mortgagee, is entitled to acquire the property in exchange
for cancellation of the amounts owed by the borrower. In that event, the General
Partners' strategy is to complete any  predevelopment  work not completed by the
borrower  and to  attempt to sell the  property  for a price that would at least
enable the  Partnership to recover its investment in the property.  To date, the
Partnership  has acquired each of the  properties on which it has  foreclosed on
the related loan.

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

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

DEVELOPMENT POTENTIAL OF UNDERLYING PROPERTIES

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

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

There may be circumstances in which,  despite default, the general partners will
choose not to initiate foreclosure proceedings  immediately.  For example, there
may be ongoing sales  negotiations or a refinancing may be in process that would


                                       3
<PAGE>
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, 1999, 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. See Note 4 to the Consolidated Financial Statements.

The Partnership  foreclosed on the property securing these loans during 1994 and
currently owns the property.  The Partnership owes approximately $6.3 million as
a result of the Mello-Roos bond  assessments  and unpaid  property taxes.  These
debts, plus the continuing property tax accrual makes the property unsaleable in
the current real estate market. In order to make the property saleable,  it will
be necessary to get the Mello-Roos bond assessments and interest reduced. A work
out plan is currently being written by the Partnerships'  management, to present
to the  City of San  Jacinto  and the  bondholders,  with  the  hope  that  some
assessment relief will be obtained.  The City of San Jacinto is expected (by the
terms of the bonds) to begin foreclosure proceedings.

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.


                                       4
<PAGE>



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. This property is currently  listed for sale at
$2,500,000.

FOX-OLSON LOAN #1

The  Partnership's  fifth loan  ("Loan 5") was made to  Marilyn  Fox-Olson;  who
defaulted on the loan. The  Partnership  foreclosed on this property in November
1994.  Approximately  2.14 acres of this  property  were sold in July 1999 for a
sales price of $279,655.  The remaining acres are listed for sale at $2,090,000.
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.

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.  Sewer and water is within 200
feet of the site, and natural gas and  electricity  are also  available.  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.  During 1999, and in accordance with the LLC Member
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 will consist
of 48 production  homes,  4 models and one parking lot. Phase II will consist of
43 production homes.  Phase III will consist of 38 production homes and Phase IV
will consist of 50 production homes. Grading, Sewer and Water has been completed


                                       5
<PAGE>
on Phase I and part of Phase II. Phase I construction began in the third quarter
of 1999 upon obtaining financing in July 1999.

TMP HOMES FLOWERFIELD-SUN CITY, LLC

On June 17, 1993, the Partnership  funded its' seventh mortgage loan, ("Loan 7")
to Marilyn  Fox-Olson.  Marilyn  Fox-Olson  defaulted  on this loan also and the
Partnership  acquired  the  property  on March 29,  1995.  The  property  has an
approved  tract map with 45  residential  lots and a 1.84 acre  commercial  site
located in Sun City/MenifeeValley,  California.  The Partnership,  together with
TMP Homes,  LLC, formed a joint venture to construct homes on this site. Phase I
will consist of 11  production  homes and 2 models.  Phase II will consist of 17
production  homes.  Phase III will consist of 15 production  homes.  Phase I and
Phase II construction  were completed in 1999. Phase III  construction  began in
1999 and as of  December  31, 1999 the homes have been framed and lath & plaster
was just  beginning.  Phase III homes are scheduled  to be complete by mid March
2000.  During the year ended December 31, 1998,  and in accordance  with the LLC
Member  Agreement,  the Partnership  contributed  this property to the LLC for a
predetermined value of $420,000.
<TABLE>
<CAPTION>

The following is a summary of home sales:
<S>             <C>           <C>                         <C>

Phase I   10 homes sold &     2 homes sold &              1 home unsold
             escrow closed    escrow not closed
Phase II  13 homes sold &     1 homes sold &              3 homes unsold
             escrow closed     escrow not closed
Phase III  0 homes sold &     6 homes sold &              9 homes unsold
             escrow closed      escrow not closed
</TABLE>

The 1.84  acres of this  property  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. The first six
months  of  interest  were paid by  Ventura  Pacific  Capital  Group  (VPCG),  a
developer  who had an option  agreement  and  ground  lease  agreement  with the
LaMontes' on the property.


                                       6
<PAGE>

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

LANSING LOAN

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

ROCKFIELD LOAN

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

Loan 11 was in  participation  with TMP Mortgage  Income  Plus,  Ltd.  (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  currently holds a
note  receivable  from MIP for  this  property.  See Note 7 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 property has an
approved  general plan amendment,  specific plan, and tentative map. The lots in
Phases 1 and 2 were  sold in late  1997 and  1998 and the  Partnership  received
$50,000. The lots in Phase 3 are currently under development.


                                       7
<PAGE>



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

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

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of Registrants security holders during 1999.

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

MARKET INFORMATION

As of  December  31,  1999,  there were  approximately  834 record  holders  of,
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, 1995 or
1997- 1999. 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, 1999
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
1998 or 1999.  Total  distributions  to  investors  since  inception  have  been
$8,013,662.


                                       8
<PAGE>



ITEM 6   SELECTED CONSOLIDATED FINANCIAL DATA

The following  table  summarizes  selected  consolidated  financial  data of the
Partnership  for the years ended  December 31, 1995 - 1999 and should be read in
conjunction with the more detailed  Consolidated  Financial Statements contained
in Item 8, below.
<TABLE>
<CAPTION>

                         1999        1998        1997         1996       1995
--------------------------------------------------------------------------------
<S>                  <C>         <C>         <C>         <C>         <C>
Interest Income      $    44,140 $    44,832 $   48,916  $   166,318 $   717,171
Gain on Sale of Land $    23,383 $         - $1,026,850  $         - $         -
Other Income         $     3,600 $    53,600 $    4,970  $   150,611 $    15,262
Total Income         $    71,123 $    98,433 $1,080,736  $   316,929 $   732,433
Net Income (Loss)    $  (655,640)$  (397,618)$  945,723  $  (103,399)$   583,233
Net Income (Loss)
 per Unit            $    (41.31)$       (25) $      60  $        (7)$        37
Cash Distribution
 per Unit            $         0 $         0 $      141  $        43 $       160
Total Assets         $17,535,955 $13,937,406 $12,563,395 $12,727,275 $12,278,021
--------------------------------------------------------------------------------
</TABLE>
Per Unit calculations based on 15,715 Units outstanding at December 31, 1995
- 1999.

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.

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, 1999 and 1998.


                                       9
<PAGE>

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.

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

During the year ended  December 31, 1999, TMP Homes Flowerfield, Sun  City  sold
twenty-three  lots. The following is a summary of the properties sold:
<TABLE>
<CAPTION>
<S>      <C>                                  <C>

         Income from Sale of Properties       $        3,389,887

         Cost of Properties                            3,437,723
         Marketing & Selling Costs                        39,340
                                              ------------------
         Total Costs                                   3,477,063
                                              ------------------

         Loss on Sale of Properties           $           87,176
                                              ==================
</TABLE>

In July 1999, the  Partnership  sold  approximately  1.84 acres in Sun City. The
sale price of the property was $100,000 and the  Partnership  recorded a gain of
approximately  $93,000 (excluding the "manager profit  participation" as defined
in the Management Agreement of $12,073 that was paid to PacWest).  The following
is a summary of the property sold:
<TABLE>
<CAPTION>
<S>      <C>                                                    <C>

         Sales Price                                            $   100,000
         Cost of Property
            (Includes capitalized carrying & selling costs)           7,129
                                                                 ----------
         Gain on Sale of Property                               $    92,871
                                                                 ==========
</TABLE>

In July 1999, the  Partnership  sold  approximately  2.14 acres in Sun City. The
sale price of the property was $279,655 and the  Partnership  recorded a gain of
approximately  $18,000 (excluding the "manager profit  participation" as defined
in the Management Agreement of $12,912 that was paid to PacWest).  The following
is a summary of the property sold:


                                       10
<PAGE>
<TABLE>
<CAPTION>
<S>      <C>                                           <C>

         Sales Price                                   $          279,655

         Cost of Property

            (Includes capitalized carrying costs)                 243,306
         Selling Costs                                             18,661
                                                       ------------------
         Total Costs                                              261,967
                                                       ------------------

         Gain on Sale of Property                      $           17,688
                                                       ==================
</TABLE>

During the year ended  December  31,  1999 and 1998,  approximately  $44,000 and
$45,000,  respectively,  of interest income was earned. The majority of interest
was earned from the notes  receivable from affiliate (See Note 7)  approximately
$43,000 and $42,000, respectively. In addition,  approximately $1,000 and $3,000
of interest  was earned on funds held for the year ended  December  31, 1999 and
1998, respectively.  In March 1998, the Partnership received and recorded income
of $50,000  for its  portion  of the gain on the sale of  property  relating  to
Peppertree, which is included in Other Income.

Total expenses for the year ended December 31, 1999 compared with the year ended
December 31, 1998, increased by approximately $253,000, or 34%, due to increases
in accounting  and financial  reporting,  Loss on  Investments,  Manager  Profit
Participation  and  Outside  Professional  Services.  Accounting  and  Financial
Reporting  expenses  associated  with the  restatement  of financial  statements
increased the expenses by approximately  $48,000.  Outside Professional Services
increased  by  approximately  $10,500  or 26% due to the  payment  of the  asset
administration  fee pursuant to the  Management  Agreement and a contract with a
third party that was entered into for certain investor relations' services. Both
of these  contracts  were  entered  into April 1, 1998 and  therefore  only nine
months of  expenses  were  incurred  during the year ended  December  31,  1998.
Manager Profit Participation  increase of $24, 985 or 100% is due to the payment
to PacWest relating to sale of the two properties in July 1999 and in accordance
with the Management  Agreement.  Other expenses,  of $40,848,  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 (See Note 4).  These  expenses  are  related to
property services incurred to prepare the property for future sale.

A net gain of  approximately  $22,000  is  recorded  in  Minority  Interests  in
Consolidated  Affiliates for the year ended  December 31, 1999. The  Partnership
contributed  approximately  $206,000  to  Sun City to pay down the  construction
loan (see Note 12). The  Partnership  incurred a loss of  approximately  $51,500
(25%) on this contribution,  which is included in the Consolidated Statements of
Operations.

Investing  activities  for the  years  ended  December  31,  1999 and 1998  used
approximately $2,384,000 and $1,373,000 of cash, respectively, mainly to pay for
development and for carrying costs of the land held for investment. In addition,
the Partnership used $65,119 to pay for certain selling expenses relating to the
sale of properties  during the year ended  December 31, 1999.  This use of funds
was more than offset by the funds provided by the  Partnership of  approximately
$3,770,000 from the sale of these properties.


                                       11
<PAGE>

Financing  activities  for the years ended  December  31, 1999 and 1998  include
proceeds of  approximately  $1,550,000 and $895,000,  respectively,  relating to
borrowings on the construction  loans.  Proceeds for the year ended December 31,
1999 also include  affiliate  advances of $192,800 from TMP Homes.  For the year
ended December 31, 1998 payments of $170,626 were made to affiliates to pay back
certain advances.

The Partnership had three properties as of December 31, 1999 that are being held
for appreciation  and resale.  Remington and Sun City are holding two additional
parcels for  development and future sale of residential  units.  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.

LIQUIDITY AND CAPITAL RESOURCES

As of December  31,  1999,  the  Partnership  had cash on hand of  approximately
$178,000.  All  other  proceeds  from the sale of Units and  property  have been
invested in the making of loans, working capital reserves,  or have been used in
foreclosure  proceedings  or  maintaining  the  foreclosed  properties  for  the
Partnership.

The Partnership raised a total of $8,334,000,  $6,127,000, and $1,254,000 during
the calendar years ended December 31, 1992,  1993, and 1994,  respectively for a
total of $15,715,000 in gross proceeds from the sale of Units.  The offering was
closed on April 22, 1994,  and no additional  subscriptions  were accepted after
that date. The Partnership  made a total of twelve mortgage loans for a total of
$15,015,000.  Loans of $4,870,000,  $7,420,000,  and $2,725,000 were made during
the calendar years ended December 31, 1992, 1993, and 1994, respectively. Excess
proceeds  from the sale of  Units  were  invested  in  interest-bearing  reserve
accounts.

Three loans, in the total amount of $4,825,000 were repaid during the year ended
December 31, 1995. Nine loans totaling  $10,190,000  were  foreclosed.  Proceeds
from  loan  repayments  were  reinvested,  added  to  Partnership  reserves,  or
distributed to investors.

The  Partnership  does not intend to make any new land loans  with  existing  or
future  partnership  cash. At December 31, 1999, the Partnership had development
agreements with TMP Homes, LLC, an affiliated  company, to develop single family
homes  on  three  of  the  properties  the  Partnership  has  acquired   through
foreclosure.  In  addition,  the  Partnership  has a  $500,000  investment  in a
single-family   development   that  resulted  from  the  Peppertree   loan.  The
Partnership was repaid $1,500,000 of the $2,000,000 Peppertree loan in cash. The
remaining $500,000  represents a 20% investment in the project.  The Partnership
may incur  indebtedness from  nonaffiliated  financial  institutions in order to
complete any development for projects in which the Partnership is involved.

The  properties  relating  to the nine  loans that were  foreclosed  upon by the
Partnership  produce  no  income.  Accordingly,  the  Partnership  is not making
distributions to partners except from the sales proceeds of certain  partnership
assets.  The Partnership cash reserves are being used to fund the operating cash
needs  of  the  Partnership.  As of  December  31,  1999,  the  Partnership  had
sufficient cash reserves for the next twelve months.


                                       12
<PAGE>

In April 1998,  the General  Partners  entered into an agreement  (the Financing
Agreement)  with  PacWest  Inland  Empire,  LLC  (PacWest),  a Delaware  Limited
Liability  Company,  whereby  PacWest  paid a total of  $300,000  to the General
Partners and ten other related partnerships (the TMP Land Partnerships). PacWest
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 TMP Land
Partnerships in the amount of $2,500,000.  Loan proceeds are 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.
Portions of these funds were loaned to the  Partnership  at 12% simple  interest
beginning  April 1,  1998.  The  borrowings  are  secured  by the  Partnership's
properties,  and the 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,  reduction of existing debt, property taxes in arrears, appropriate
entitlement costs and Partnership operations.

PacWest,  can, at their option,  make additional  advances with the agreement of
the General  Partners.  However,  the aggregate amount of cash loaned to the TMP
Land Partnerships will not be limited to a maximum of $2,500,000.

As of December 31, 1999 the TMP Land Partnerships have been funded approximately
$2,600,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships will not be limited
to a maximum of $2,500,000.

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.  As of  December  31,  1999  PacWest  has no  amount  due  from the
Partnership relating to the aforementioned agreements.

Pursuant to the Management 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 is paid a fee of $24,588 annually for its administrative services.

On March 10, 1998,  TMP  Flowerfield,  Sun City  entered into a promissory  note
agreement for a Phase 1  construction  loan with a bank. The maximum loan amount
is  $2,275,000  and  accrues  interest  at 1.5% per annum in excess of the prime
rate.  Interest is payable  monthly.  As of December  31,  1999,  Sun City has a
principal balance due on the note of $137,500.  Interest paid for the year ended
December 31, 1999 was  approximately  $62,559.  In June,  1999, Sun City entered
into a second  promissory note agreement for Phase II construction with the same
bank.  The maximum loan amount is  $4,119,000  and accrues  interest at 1.5% per
annum in excess of the

                                       13
<PAGE>
prime rate. Interest is payable monthly. As of December 31, 1999, Sun City has a
principal  balance  due on the note of  $1,060,582.  Interest  paid for the year
ended December 31, 1999 was approximately $80,901.

On August 17, 1999,  Remington  entered into a promissory  note  agreement for a
construction  loan with a bank.  The  maturity  date of the note is December 10,
2000. The maximum loan amount is $8,498,000 and accrues interest at 1% per annum
in excess of the Index Rate.  Interest is payable  monthly.  As of December  31,
1999, Remington has a principal balance due on the note of $1,247,719.  Interest
paid for the year ended December 31, 1999 was approximately $22,417.

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 manner.

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, 1999 and 1998:

Report of Independent Auditors                                             15

Consolidated Balance Sheets as of December 31, 1999 and 1998               16

Consolidated Statements of Operations for the years ended
 December 31,1999 and 1998                                                 17

Consolidated Statements of Partners' Capital for the years
 Ended December 31, 1999 and 1998                                          18

Consolidated Statements of Cash Flows for the years ended
 December 31, 1999 and 1998                                                19,20

Notes to Consolidated Financial Statements                                 21-27

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.


                                       14
<PAGE>


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,  1999  and  1998,  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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial 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, 1999 and 1998,  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.  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

/S/ SWENSON ADVISORS LLP

Temecula, California
March 17, 2000


                                       15
<PAGE>
<TABLE>
<CAPTION>


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                           Consolidated Balance Sheets
                 For the years ended December 31, 1999 and 1998

                                                    1999                 1998
                                              --------------     -------------

                                     Assets
<S>                                          <C>                    <C>

Cash                                         $     178,234       $     416,098
Notes Receivable from Affiliate                    346,038             307,091
Prepaid Expenses & Other                            27,997              27,073
Other Receivables                                   23,661              23,661
Investments                                        607,439             608,039
Investment in Unimproved Land, Net              16,352,585          12,555,444
                                             -------------       -------------

      Total Assets                           $  17,535,955       $  13,937,406
                                             =============       =============


                        Liabilities and Partners' Capital

Accounts Payable & Other                     $     806,413       $     161,824
Due to Affiliates                                  192,800               3,267
Franchise Taxes Payable                                800                 800
Property Taxes Payable                           6,301,117           4,870,485
Notes Payable                                    2,445,801             895,371
                                             -------------       -------------

      Total Liabilities                          9,746,931           5,931,747
                                             -------------       -------------

Minority Interests                                 899,177             460,171
                                             -------------       -------------

General Partners                                   (88,304)            (81,748)
Limited Partners:  20,000
 Equity Units Authorized:
 15,715 Units Outstanding                        6,978,151           7,627,236
                                             -------------       -------------


      Total Partners' Capital                    6,889,847           7,545,488
                                             -------------       -------------

      Total Liabilities and
         Partners' Capital                   $  17,535,955       $  13,937,406
                                             =============       =============
</TABLE>



           See Accompanying Notes to Consolidated Financial Statements

                                       16
<PAGE>
<TABLE>
<CAPTION>



                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                      Consolidated Statements of Operations
                 For the years ended December 31, 1999 and 1998

                                                  1999             1998
                                              --------------    ----------
<S>                                          <C>               <C>

Property Sales                               $     3,769,542   $            0
Cost of Property Sales                             3,746,159                0
                                             ---------------    -------------

Net Gain on Property Sales                            23,383                0

Income

      Interest                                        44,140           44,833
      Other                                            3,600           53,600
                                             ---------------    -------------
Total Income                                          71,123           98,433
                                             ---------------    -------------

Expenses

     Accounting & Financial Reporting                105,222           57,001
     Loss on investments                             521,627          280,225
     Discount on Due from Affiliates                       0           73,268
     General  & Administrative                        11,332           13,288
     Manager Profit Participation                     24,985                0
     Interest                                          1,966              320
     Outside Professional Services                    40,625           30,053
     Other                                            40,848           39,311
                                             ---------------     -------------

         Total Expenses                              746,605          493,466
                                             ---------------     -------------

Net Loss before Minority Interests
 and Income Taxes                                   (675,482)        (395,033)

Minority Interests Gain (Loss) in
 Consolidated Affiliates                              21,995             (185)

State Franchise Tax                                   (2,154)          (2,400)
                                              --------------     -------------

         Net Loss                            $      (655,641)    $   (397,618)
                                             ===============     =============

Allocation of Net Loss:

General Partners, in the Aggregate:          $        (6,556)    $     (3,976)
                                             ===============     ============

Limited Partners, in the Aggregate:          $      (649,085)    $   (393,642)
                                             ===============     =============

Limited Partners, per Equity Unit:           $        (41.31)    $     (25.00)
                                             ===============     =============
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


                                       17
<PAGE>
<TABLE>
<CAPTION>



                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                  Consolidated Statements of Partners' Capital
                 For the Years Ended December 31, 1999 and 1998

                                    General           Limited
                                   Partners           Partners         Total
                                   --------           --------         -----
<S>                                <C>                <C>            <C>
Partners' Capital (deficit),
 January 1, 1998                   $  (77,772)     $ 8,020,878    $  7,943,106

Net Loss for 1998                      (3,976)        (393,642)       (397,618)
                                   ----------      ----------     ------------
Partners' Capital (deficit),
 December 31, 1998                 $  (81,748)     $ 7,627,236    $  7,545,488
                                   -----------     -----------    ------------

Net Loss for 1999                      (6,556)        (649,085)       (655,641)
                                   ----------      ----------       ----------
Partners' Capital (deficit),
 December 31, 1999                 $  (88,304)     $ 6,978,151    $  6,889,847
                                    ==========      ==========       =========
</TABLE>
























           See Accompanying Notes to Consolidated Financial Statements

                                       18
<PAGE>

<TABLE>
<CAPTION>

                           TMP LAND MORTGAGE FUND, LTD
                        A California Limited Partnership
                      Consolidated Statements of Cash Flows
                 For the years ended December 31, 1999 and 1998

                                                         1999             1998
                                                      ------------  ----------
<S>                                                   <C>           <C>

Cash Flows from Operating Activities:
  Net Loss                                            $  (655,641)  $  (397,618)
  Adjustments to Reconcile Net Loss to Net Cash
       Provided By Operating Activities:
     Gain on Property Sales                               (23,383)            0
     Minority Interests in Consolidated Affiliates        439,606       280,410
     Discount on Due from Affiliates                            0        73,268
     Accretion of Discounted Notes Receivable             (38,947)      (32,755)
     Other                                                 40,848       39,311
  Changes in Assets and Liabilities:
    Increase in Prepaid Expenses and Other                   (924)      (18,181)
    Decrease in Other Receivables                               0       101,676
    Increase in Accounts Payable & Other                  644,588        87,230
    Decrease in Due to Affiliates                          (3,266)      (29,294)
                                                      ------------  -----------

        Net Cash Provided by Operating Activities         402,881       104,047

Cash Flows from Investing Activities:
      Proceeds from Property Sales                      3,769,542             0
      Payment of selling costs                            (65,119)            0
      Increase in Investments                                   0       231,273
      Increase in Minority Interests                            0       150,453
      Increase in Land Development and Carrying Costs  (6,088,398)   (1,754,899)
                                                      -----------   -----------

        Net Cash Used In Investing Activities          (2,383,975)   (1,373,173)

Cash Flows from Financing Activities:
      Proceeds From (Payments Made To) Affiliates         192,800      (170,626)
      Proceeds from Notes Payable                       1,550,430       895,371
                                                      -----------   -----------

        Net Cash Provided By Financing Activities       1,743,230       724,745
                                                      -----------   -----------

Decrease in Cash                                         (237,864)     (544,381)

Cash, Beginning of Period                                 416,098       960,479
                                                      -----------   -----------

Cash, End of Period                                   $   178,234   $   416,098
                                                       ==========   ===========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


                                       19
<PAGE>

<TABLE>
<CAPTION>

                           TMP LAND MORTGAGE FUND, LTD
                        A California Limited Partnership
                Consolidated Statements of Cash Flows, continued
                 For the years ended December 31, 1999 and 1998



Supplemental Disclosure of Cash Flow Information:
<S>                                      <C>                   <C>

Cash Paid for Taxes                      $        1,354        $       2,400
                                         ==============        =============

Cash Paid for Interest                   $      168,164        $       12,813
                                         ==============        ==============
</TABLE>

Other Disclosures:

Non-cash  investing  activities  for the years ended  December 31, 1999 and 1998
consisted of an increase in the carrying costs of Investment in Unimproved  Land
equal  to  additional  property  tax  liabilities  incurred  of  $1,430,632  and
$664,417, respectively.

           See Accompanying Notes to Consolidated Financial Statements


                                       20
<PAGE>


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

Note 1 -  General and Summary of Significant Accounting Policies

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

Principles of Consolidation - The consolidated  financial statements include the
---------------------------
accounts  of the  Partnership  and its  majority-owned  investments,  TMP  Homes
Remington,  LLC (Remington) and TMP Homes  Flowerfield-Sun City, LLC (Sun City).
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 are  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. (See Note
2.)

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 is recognized on their individual income
tax returns.  However,  the minimum California franchise tax required to be paid
by the Partnership and it's  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 a 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


                                       21
<PAGE>



                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

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.


                                       22
<PAGE>


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                          December 31, 1999 and 1998

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.  (See update of property
status  included  in the  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations located elsewhere in this report)

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 1999 or 1998.

Note 5 - Related Party Transactions

During the year ended  December 31, 1999, TMP Homes,  LLC (TMP Homes),  managing
member of Remington,  paid $17,800 of bank loan fees on behalf of Remington. TMP
Homes paid $151,000 to Sun City and $24,000 to Remington as an advance for fees.
These funds will be repaid from proceeds  received as properties are sold. These
funds are recorded in the Consolidated Balance Sheets in Due to Affiliates.

See Note 7 regarding information on management of the Partnership during 1999.


                                       23
<PAGE>


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

Note 6 - Notes Receivable from Affiliate

In  November,  1996,  the  Partnership  sold a  parcel  of land  (including  the
capitalized  interest  costs  and the  related  property  taxes  payable)  to an
affiliated  partnership,  TMP Mortgage  Income Plus,  LTD (MIP) for $286,000 and
recorded a note  receivable for a five year period  without  interest with a 12%
discount (imputed interest). The total sales price represented the Partnerships'
original  interest  of  $100,000,  as well as  $186,000  of other  advances  and
capitalized costs for the development of the land. The Partnership  recognized a
$127,000  discount  on the note as a charge  to  operations  for the  difference
between the total value of the land and the face value of the note. In 1998, the
Partnership loaned an additional  $165,000 to MIP for a five year period without
interest (and discounted the note at 12%) and recognized  approximately  $73,000
as a charge to operations due to the non-interest  bearing terms of the note. As
of  December  31,  1999 and 1998,  the two  notes  receivable  balances  totaled
$346,038 and $307,091,  respectively (net of the unamortized discount of $66,962
and $143,648,  respectively).  The Partnership accreted interest income on these
notes during the years ended  December 31, 1999 and 1998 of $43,508 and $32,756,
respectively which is included as interest income on the Consolidated Statements
of Operations. (See Note 4.)

Note 7 - Agreements with PacWest Inland Empire, LLC (PacWest)

In April 1998,  the General  Partners  entered into an agreement  (the Financing
Agreement)  with  PacWest  Inland  Empire,  LLC  (PacWest),  a Delaware  Limited
Liability Company,  whereby PacWest paid the general partners of the Partnership
and ten other related  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.


                                       24
<PAGE>


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

As of December 31, 1999 the TMP Land Partnerships have been funded approximately
$2,600,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships will not be limited
to a maximum of $2,500,000.

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 Management 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, 1999, the Partnership has no amount
payable to PacWest related to the aforementioned agreements.

Note 8 - Investments

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

                                                     1999              1998
                                                   -----------     -------------

  TMP Flowerfield - San Jacinto, LLC (Flowerfield) $   107,439     $    108,039
  Peppertree Park, LLC (Peppertree)                    500,000          500,000
                                                   -----------     ------------

                                                   $   607,439     $    608,039
                                                   ===========     =============

The  Partnership  has  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 is 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.

The  Partnership  has a 20% interest in Peppertree,  which was formed to acquire
and develop certain property in San Diego,  California.  The  Partnership's  20%
interest  is stated at its cost of  $500,000.  During  1998,  Peppertree  sold a
parcel of land for a total sales price of $5,455,000.  The Partnership  recorded
$50,000  for their  portion of the gain on the sale of this  property,  which is
included in other income in the Consolidated Statements of Income.


                                       25
<PAGE>


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

Note 9 - Other Receivables

During 1995 the Partnership invested approximately $855,000 in Steadfast H.S.C.,
LLC (Steadfast)  which was formed to acquire and operate an apartment  building.
In 1997,  this  investment was sold for a $521,110 gain to the  Partnership;  of
which  all but  $13,661  was  distributed.  This  amount  is  included  in other
receivables in the Consolidated Balance Sheets at December 31, 1999 and 1998.

Note 10 - Property Taxes Payable

As of  December  31, 1999 and 1998,  approximately  $6,301,117  and  $4,870,485,
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.

Note 11 - Note 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
is  $2,275,000  and  accrues  interest  at 1.5% per annum in excess of the prime
rate.  Interest is payable  monthly.  As of December 31, 1999 and 1998, Sun City
has a principal  balance due on the note of $154,306 and  $895,371,respectively.
Interest paid for the year ended December 31, 1999 was approximately $62,559. 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 is $4,119,000 and
accrues  interest  at 1.5% per annum in excess of the prime  rate.  Interest  is
payable monthly.  As of December 31, 1999, Sun City has a principal  balance due
on the note of  $1,043,776.  Interest paid for the year ended  December 31, 1999
was approximately $80,901.

On August 17, 1999,  Remington  entered into a promissory  note  agreement for a
construction  loan with a bank.  The  maturity  date of the note is December 10,
2000. The maximum loan amount is $8,498,000 and accrues interest at 1% per annum
in excess of the Index Rate.  Interest is payable  monthly.  As of December  31,
1999, Remington has a principal balance due on the note of $1,247,719.  Interest
paid for the year ended December 31, 1999 was approximately $22,417.

Note 12 - 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.


                                       26
<PAGE>
                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

In June 1999, the Partnership contributed  approximately $206,000 to Sun City to
pay down the construction loan (see Note 12) and the Partnership incurred a loss
of approximately $51,500 (25%) on this contribution which is included in loss on
investments in the  Consolidated  Statements of Income.  A gain of $21,995 and a
loss of $185  related to Sun City and  Remington's  operations  is  included  in
Minority Interests in Consolidated  Affiliates in the Consolidated Statements of
Income for the years ended December 31,1999 and 1998 respectively.
Note 13 - Sale of Property

During the year ended  December 31, 1999 Sun City sold  twenty-three  lots.  The
following is a summary of the properties sold:

<TABLE>
<CAPTION>
<S>      <C>                                <C>

         Income from Sale of Properties     $        3,389,887
         Cost of Properties                          3,437,723
         Marketing & Selling Costs                      39,340
                                            ------------------
         Total Costs                                 3,477,063
                                            ------------------

         Loss on Sale of Properties         $           87,176
                                            ==================
</TABLE>

In July 1999, the  Partnership  sold  approximately  1.84 acres in Sun City. The
sale price of the property was $100,000 and the  Partnership  recorded a gain of
approximately  $93,000 (excluding the "manager profit  participation" as defined
in the Management Agreement of $12,073 that was paid to PacWest).  The following
is a summary of the property sold:
<TABLE>
<CAPTION>
<S>       <C>                               <C>

         Sales Price                        $          100,000
         Cost of Property
           (Includes capitalized
            carrying & selling costs)                    7,129
                                            ------------------
         Gain on Sale of Property           $           92,871
                                            ==================
</TABLE>

In July 1999, the  Partnership  sold  approximately  2.14 acres in Sun City. The
sale price of the property was $279,655 and the  Partnership  recorded a gain of
approximately  $18,000 (excluding the "manager profit  participation" as defined
in the Management Agreement of $12,912 that was paid to PacWest).  The following
is a summary of the property sold:

<TABLE>
<CAPTION>
<S>      <C>                                <C>

         Sales Price                        $          279,655
         Cost of Property
            (Includes capitalized
             carrying costs)                           243,306
         Selling Costs                                  18,661
                                            ------------------
         Total Costs                                   261,967
                                            ------------------

         Gain on Sale of Property           $           17,688
                                            ==================
</TABLE>


                                       27
<PAGE>

<TABLE>
<CAPTION>


                           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, 1999

COLUMN     A              B            C                  D                     E          F             G           H           I
------------------------------------------------------------------------------------------------------------------------------------
                                                 COSTS CAPITALIZED
                                                     SUBSEQUENT          Gross
                                                  TO ACQUISITION      amount at                                            Estimated
                                                  --------------
                                    Initial                 Carrying which Carried     Accumulated     Date of    Date   Depreciable
Description of Assets Encumbrances   Cost    Improvement    Cost     at Year-End     Depreciation  Construction   Acquired     Life
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>          <C>         <C>          <C>           <C>               <C>          <C>       <C>            <C>

Unimproved land -
 San Jacinto        $6,301,117   $3,550,000  $   63,737   $6,823,910  $ 10,437,647        -0-           N/A       06/02/94&
                                                                                                                  08/11/94      N/A
Unimproved land -
 Sun City                 -0-     1,077,000           0       43,204     1,120,204        -0-           N/A                     N/A
Unimproved land -
 Sun City                 -0-       420,000   2,246,712           -0-    2,666,712        -0-           N/A                     N/A
Unimproved land -
 Banning                  -0-     1,875,000       1,500       67,497     1,943,997        -0-           N/A        12/21/94     N/A
Unimproved land -
 San Diego                -0-     1,658,000   2,565,163       24,819     4,247,982        -0-           N/A        08/23/95     N/A
                     ---------   ----------   ---------    ---------   -----------
                    $6,301,117   $8,580,000  $4,877,112   $6,959,430  $ 20,416,542        -0-
                    ==========   ==========   =========    =========   ===========        ===


Less valuation allowance:                                             $  4,063,957
                                                                      ------------
Net carrying value                                                    $ 16,352,585
                                                                      ============

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

Beginning balance                            $12,555,444

Additions:  Carrying Costs/Improvements        7,584,148
Deductions:
  Carrying costs/Improvements     3,746,159
   Increase in valuation allowance   40,848
                                  --------
     Total Deductions                          3,787,007
                                              ----------

Ending balance                               $16,352,585
                                              ==========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                           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, 1998

COLUMN  A              B            C                  D                E               F             G           H             I
------------------------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>        <C>          <C>         <C>               <C>

Unimproved land -
 San Jacinto        $4,870,485 $3,550,000 $   63,737   $5,279,858  $ 8,893,595        -0-           N/A       06/02/94&
                                                                                                              08/11/94         N/A
Unimproved land -
 Sun City                 -0-   1,320,000        638       30,686    1,351,324        -0-           N/A         11/2/94        N/A
Unimproved land -
 Sun City                 -0-     420,000  1,268,188           -0-   1,688,188        -0-           N/A         11/2/94        N/A
Unimproved land -
 Banning                  -0-   1,875,000      1,500       23,447    1,899,947        -0-           N/A        12/21/94        N/A
Unimproved land
 San Diego                -0-   1,658,000  1,062,680       44,819    2,745,499        -0-           N/A        08/23/95        N/A
                     ---------  ---------  ---------    ---------    ---------
                    $4,870,485 $8,823,000 $2,396,743   $5,358,810  $16,578,553        -0-
                     =========  =========  =========    =========   ==========        ===


Less valuation allowance:                                          $  4,023,109
                                                                   ------------
Net carrying value                                                 $12,555,444
                                                                   ===========

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

Beginning balance              $ 10,687,386

Additions

  Initial Costs        420,000
 Carrying Costs     $2,272,263
                     ---------
  Total Additions                 2,692,263
Deductions:
 Initial Costs      500,000
 Improvements         4,780
 Carrying costs     280,114
 Increase in
 valuation allowance 39,311
  Total Deductions                  824,205
                                 -----------

Ending balance                  $12,555,444
                                 ==========
</TABLE>


                                       29
<PAGE>



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

There were no disagreements  with the independent  accounting firm. On April 14,
1999, the Registrant filed a Form 8-K in which it terminated the accounting firm
of Balser,  Horowitz,  Frank & Wakeling and appointed the independent accounting
firm of Swenson Advisors, LLP.

                                    PART III

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, 58, 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


                                       30
<PAGE>
through the National Association of Securities Dealers,  Inc. Mr. Passo received
his Juris Doctorate Degree from UCLA School of Law in 1967. He has been a senior
partner first of 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, 53, 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,  53,  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 fiscal year ended December 31, 1999, the Partnership paid no fees to
the General  Partners but, did receive  collectively  $22,323  during the fiscal
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


                                       31
<PAGE>

As of December 31, 1999 the Partnership has 15,715 Units issued and outstanding.
To the knowledge of the General Partners,  no person beneficially owns more than
5% of the  Units.  The  following  table  sets  forth  the  number  of the Units
beneficially owned as of December 31, 1999 by each officer, director and General
Partner and by all such persons as a group.
<TABLE>
<CAPTION>

                                           Number of         Percent of
Name of Beneficial Owner                    Units             Class
------------------------                    -----             -----
<S>                                         <C>               <C>
William O. Passo                            1                 .006%

All officers, directors and general
partners as a group (1 person
including the above)                        1                 .006%
</TABLE>

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.
<TABLE>
<CAPTION>

OFFERING AND ORGANIZATIONAL STAGE

Amount paid from Formation thru 12/31/99

                                                              Estimated Dollar
Form of Compensation                                            Amount of
and Recipient             Description of Payment              Compensation
--------------------      ----------------------              ----------------
<S>                       <C>                                <C>

Selling Commissions (TMP   Up to a maximum of 10% Gross       Paid by TMP Realty
CC. and                    Proceeds, a minimum of 8% of        Inc.
certain Soliciting         which will be reallocated
dealers)                  to participating Soliciting
                           Dealers (which may include
                           TMP CC)from Units sold by
                           them. Up to  an additional
                           5% paid to soliciting Dealers
                           (which may include TMP CC) for
                           due diligence activities.
</TABLE>

                                       32
<PAGE>
<TABLE>
<CAPTION>

Form of Compensation                                            Amount of
and Recipient             Description of Payment              Compensation
--------------------      ----------------------              ----------------
<S>                       <C>                                  <C>


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

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

OPERATING AND LIQUIDATION STAGE


Form of Compensation      Description of Payment                Amount of
--------------------      ----------------------                ---------
                                                              Compensation
                                                              ------------
And Recipient
-------------
Loan Servicing Fee        For servicing the loans made by the          $422,556
                          Partnership,  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           $1,627,475
Fee (Licensed Real Estate Loan Placement Fees from borrowers,
Broker Affiliated         as was negotiated by  TMP  Realty,
with general partners)    Inc.  with  such  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
</TABLE>


                                       33
<PAGE>
<TABLE>
<CAPTION>

Form of Compensation      Description of Payment                     Amount of
--------------------      ----------------------                     ---------
                                                                   Compensation
                                                                   ------------
And Recipient
-------------
<S>                       <C>                                      <C>

                          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 Particip-    A 24% interest in allocation of Net          None Paid
ation (general partners)  Income and Distributions of Cash
                          from Loan Repayments or from the Sale
                          or Refinancing of a property acquired
                          through  foreclosure  or otherwise,  all
                          subordinated  to a  return  of  all  the
                          Limited  partners  of 8%  per  annum  on
                          their Adjusted Capital Contributions.

Subordinated Real Estate  Real Estate commissions with respect         None Paid
Commission (general       to the sale of any properties acquired.
partners or an affiliate) through foreclosure or otherwise,
                          which are equal to the lessor of: (1) 3%
                          of the gross  sales  price of a property
                          equal  to   one-half   the   normal  and
                          competitive rate charged by unaffiliated
                          parties,   but  such  payment  shall  be
                          subordinated  to a return  of all of the
                          Limited partners' Capital Contributions,
                          plus  a  non-compounded  return  to  the
                          limited  partners  of 8%  per  annum  on
                          their Adjusted Capital Contributions.
</TABLE>

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:


                                       34
<PAGE>

         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)

               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)


                                       35
<PAGE>

               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)

               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)


                                       36
<PAGE>


SIGNATURES

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

Date: March 17, 2000

           TMP Land Mortgage Fund, Ltd.
         A California Limited Partnership

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

                    By:      /S/ WILLIAM O PASSO
                       ----------------------------------
                          William O. Passo, President

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



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

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

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

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


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

                    By:      /S/ JOHN FONSECA
                       -------------------------------------------
                             John Fonseca, President