<PAGE>
The  registrant  is  filing  restated  1994-1997  financial  statements.   These
restatements  reflect changes discussed in Note 7 to the consolidated  financial
statements.
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                   FORM 10-K/A
(Mark One)

[X]     Annual  report  pursuant  to  Section  13 or 15 (d)  of  the  Securities
        Exchange Act of 1934 (Fee Required)
               For the fiscal year ended December 31, 1994

[       ] Transition  report  pursuant to Section 13 or 15 (d) of the Securities
        Exchange act of 1934 (No Fee Required).
               For the transition 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            (I.R.S. Employer Identification No.)
incorporation or organization)

801 N. PARKCENTER DRIVE, SUITE 235                       92705
SANTA ANA, CALIFORNIA                                  (Zip Code)
(Address of principal executive office)


                                 (714) 836-5503
              (Registrant's telephone number, including area code)

                            ------------------------

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                           Name of each exchange on which
to be so registered                           each class is to be registered
- -------------------                           ------------------------------

       N/A                                                  N/A

Securities to be registered pursuant to Section 12 (g) of the Act:


                      UNITS OF LIMITED PARTNERSHIP INTEREST
                      -------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 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. [ ]

<PAGE>











                                Table of Contents



Report of Independent Auditors                               1

Balance Sheets                                               2

Statements of Operations                                     3

Statements of Partners' Capital                              4

Statements of Cash Flows                                   5-6

Notes to Financial Statements                             7-11

Supplementary Information                                12-15




<PAGE>








                          Report of Independent Auditors

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


We have audited the accompanying  balance sheets of TMP Land Mortgage Fund, Ltd.
(A California  Limited  Partnership)  as of December 31, 1994 and 1993,  and the
related  statements of  operations,  partners'  capital,  and cash flows for the
years ended December 31, 1994, 1993 and 1992. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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 audit provides 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. (A
California  Limited  Partnership)  as of  December  31,  1994 and 1993,  and the
results  of its  operations  and its cash  flows for the years  then  ended,  in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplementary information contained in Schedule
I and II is presented for purposes of additional  analysis and is not a required
part of the basic financial  statements.  Such information has been subjected to
the auditing  procedures applied in the audit of the basic financial  statements
and, in our opinion,  is stated  fairly in all material  respects in relation to
the basic financial statements taken as a whole.

Balser, Horowitz, Frank & Wakeling
/S/ BALSER, HOROWITZ, FRANK & WAKELING
An Accountancy Corporation

Santa Ana, California
January 24, 1995, except for footnote 7 which is as of May 15, 1999


                                       -1-
<PAGE>
<TABLE>
<CAPTION>



                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                                 Balance Sheets
                           December 31, 1994 and 1993



                                     Assets
                                     ------

                                                            1994           1993
                                                            ----           ----
<S>                                                  <C>            <C>

Cash                                                 $   443,587    $ 1,590,115
Accrued Interest Receivables                              91,902        134,317
Mortgage Loans on Real Estate (Schedule I)             8,270,000     12,890,000
Investment in Unimproved Land (net of
 valuation allowance of  $3,836,224 and $0,
   respectively) (Note 1) (Schedule II)                4,163,501              0
                                                      ----------     ----------

         Total Assets                                $12,968,990    $14,614,432
                                                      ==========     ==========


                        Liabilities and Partners' Capital
                        ---------------------------------

Accounts Payable                                     $    16,177    $     3,565
Due to Affiliates                                            869          3,345
Property Taxes Payable                                   979,196              0
Accrued Expenses                                             800            800
                                                      ----------     ----------

         Total Liabilities                               997,042          7,710
                                                      ----------     ----------


Partners' Capital (Note 3)

  General Partners                                      (37,482)          1,408
  Limited Partners; 20,000 Equity Units
    Authorized, 15,715 units and 14,461
     units outstanding at December 31, 1994
      and 1993, respectively                          12,009,430     14,605,314
                                                      ----------     ----------

Total Partners' Capital                               11,971,948     14,606,722
                                                      ----------     ----------

Total Liabilities and Partners' Capital              $12,968,990    $14,614,432
                                                      ==========     ==========
</TABLE>




            See Accompanying Notes and Independent Auditor's Report
                                       -2-

<PAGE>
<TABLE>
<CAPTION>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                              Statements of Income
              For the Years Ended December 31, 1994, 1993 and 1992



                                                 1994          1993      1992
                                                 ----          ----      ----

Income
------
<S>                                           <C>          <C>          <C>

  Mortgage Loan Interest Income               $  1,216,528 $ 1,237,782  $265,191
  Bank Deposit Interest Income                      37,103      34,513    15,859
  Loan Commitment Fee                                    0           0     4,000
  Other Income                                       4,528           0         0
                                               -----------  ----------   -------

         Total Income                            1,258,159   1,272,295   285,050
                                               -----------  ----------   -------


Expenses
--------

  Loss on Decline in Market Value of Property    3,836,224           0         0
  Accounting and Legal                              24,059      23,146     1,794
  Advertising                                            0           0     1,344
  California Franchise Tax                             800         800       800
  Foreclosure Costs                                 40,061           0         0
  Interest                                               0         890     4,255
  Loan Administration                                   35         459     2,161
  Office Expenses                                    3,210       5,014     2,090
  Postage and Printing                               6,677       6,518         0
  Secretarial and Bookkeeping Support               11,651      21,097     4,755
                                               -----------  ----------   -------

         Total Expense                           3,922,717      57,924    18,659
                                               -----------  ----------   -------


Net Income (Loss)                             $(2,664,558) $ 1,214,371  $266,391
                                               ===========   =========   =======



Allocation of Net Income or (Loss)

  General Partners, in the Aggregate          $   (26,646) $    12,144  $  2,664
                                               ===========  ==========   =======

  Limited Partners, in the Aggregate          $(2,637,912) $ 1,202,227  $263,727
                                               ===========  ==========   =======
  Limited Partners, per Equity Unit           $      (168) $        83  $     32
                                               ===========  ==========   =======
</TABLE>

            See Accompanying Notes and Independent Auditor's Report
                                       -3-

<PAGE>

<TABLE>
<CAPTION>

                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                         Statements of Partners' Capital
                For Years Ended December 31, 1994, 1993 and 1992




                                              General      Limited
                                             Partners      Partners    Total

<S>                                         <C>       <C>          <C>

Partners' Capital, December 31, 1991        $       0 $      1,007 $      1,007

Capital Contributed in 1992                         0    8,333,000    8,333,000

Net Income for 1992                             2,664      263,727      266,391

Distribution to Partners in 1992              (2,068)    (204,647)    (206,715)
                                             --------  -----------  -----------

Partners' Capital, December 31, 1992              596    8,393,087    8,393,683

Capital Contributed in 1993                         0    6,127,000    6,127,000

Net Income for 1993                            12,144    1,202,227    1,214,371

Distribution to Partners in 1993              (11,332)  (1,117,000)  (1,128,332)
                                             --------  -----------  -----------

Partners' Capital, December 31, 1993            1,408   14,605,314   14,606,722

Capital Contributed in 1994                         0    1,254,000    1,254,000

Net Income for 1994                           (26,646)  (2,637,912)  (2,664,558)

Distribution to Partners in 1994              (12,244)  (1,211,972)  (1,224,216)
                                             --------  -----------  -----------

Partners' Capital, December 31, 1994        $ (37,482)$ 12,009,430 $ 11,971,948
                                             ========  ===========  ===========


Distributions to Limited Partners, per equity unit, for 1994, 1993 and 1992 were
$77, $77 and $25  respectively,  as determined by dividing the  distribution  to
partners for the year by number of units outstanding at the end of the year.
</TABLE>

            See Accompanying Notes and Independent Auditor's Report
                                       -4-

<PAGE>

<TABLE>
<CAPTION>

                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                            Statements of Cash Flows
                For Years Ended December 31, 1994, 1993 and 1992

                                                1994        1993        1992
                                                ----        ----        ----
<S>                                         <C>          <C>         <C>
Cash Flows From Operating Activities
 Net Income (Loss)                          $ (2,664,558)$ 1,214,371 $  266,391
 Adjustments to Reconcile Net Income (Loss)
  to Net Cash Used in Operating Activities:
   Loss on Decline in Market Value of
      Property                                 3,836,224                      0
   Changes in assets and liabilities:
   (Increase)/Decrease in Accrued Interest
            Receivable                            42,415     (68,452)   (65,865)
   Increase in Accounts Payable                   12,612         733      2,832
   Increase in Accrued Expenses                        0           0        800
   Increase in Mortgage Loans on Real Estate  (2,125,000  (5,545,000)(7,345,000)
   Increase/(Decrease) in Due to Affiliates       (2,476)      3,345          0

Net Cash Used in Operating Activities           (900,783) (4,395,003)(7,140,842)
                                             ------------ ----------- ---------

Cash Flows From Investing Activities:
 Payment for Development and Carrying Costs     (275,529)          0         0
                                             ------------ ----------- --------

Net Cash Used In Investing Activities           (275,529)          0         0
                                             ------------ ----------- --------

Cash Flows From Financing Activities:
  Capital Contributions                        1,254,000   6,127,000  8,333,000
  Distributions to Partners                   (1,224,216) (1,128,382)  (206,715)
                                               ---------   ---------  ---------

Net Cash Provided by Financing Activities         29,784   4,998,668  8,126,285
                                               ----------  ---------  --------

Net Increase or (Decrease) in Cash            (1,146,528)    603,665   985,443

Cash, Beginning                                1,590,115     986,450     1,007
                                               ---------  ----------- --------

Cash, Ending                                $    443,587 $ 1,590,115  $ 986,450
                                             ===========  ==========   ========

Supplemental Disclosures of Cash
  Flow Information:

Cash paid for income taxes                  $        800 $       800 $        0
Cash paid for interest                      $          0 $       890 $    4,255
</TABLE>

             See Accompanying Notes and Independent Auditor's Report
                                       -5-

<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                       Statements of Cash Flows-Continued
                For Years Ended December 31, 1994, 1993 and 1992

Supplemental Schedule of Non-Cash Investing and Financing Activities:
---------------------------------------------------------------------

Non-cash  investing  and  financing  activities  during the twelve  months ended
December 31, 1994 consist of the  acquisition  of property  through  foreclosure
proceedings on four mortgage loans  receivable.  The outstanding  aggregate loan
balances of  $6,745,000  on the dates of  foreclosure  were recorded as Property
Held For Sale. In addition,  the Partnership  capitalized property taxes payable
and carrying  costs for these  properties of $1,393,403 and recorded a resulting
payable for property taxes due of $979,196.  Concurrent with the foreclosure,  a
valuation  allowance was recorded  against certain of these properties to reduce
the net carrying value of the properties to their market value.  At December 31,
1994, the valuation  allowance  totals  $3,836,224  which has been recorded as a
loss on decline in market value on the accompanying statements of operations.

The Partnership did not engage in any non-cash investing or financing activities
during the years ended December 31, 1993 and 1992.



            See Accompanying Notes and Independent Auditor's Report
                                       -6-
<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                           December 31, 1994 and 1993

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.

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 Notes
2 and 6.)

Income  Taxes - No  provision  for  federal  income  taxes  has been made in the
-------------
accompanying  consolidated  financial  statements as all profits and losses flow
through to the respective partners and are recognized on their individual income
tax  returns.  However,  the  minimum  California  franchise  tax  paid  by  the
Partnership and at December 31, 1994 and 1993 was $800 per year.

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
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  monitoring  the market
condition and holding the land parcels until the real estate market recovers.



                                       -7-
<PAGE>


                                    TMP Land
                               Mortgage Fund, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                           December 31, 1994 and 1993



Note 2 - Organization of the Partnership

TMP Properties (A California General  Partnership) and TMP Investments,  Inc. (A
California  Corporation)  originally formed the Partnership on November 15, 1991
as the 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  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.

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.
Distributions  made  during  1994,  1993 and 1992 are shown on the  accompanying
statements of partners' capital.

Note 5 - Related Party Transactions

Unaffiliated  borrowers paid broker loan placement fees to TMP Realty,  Inc., an
affiliate of the General  Partners,  of  $258,750,and  $523,425  during 1994 and
1993,   respectively,   for  assistance  in  negotiating  loan  terms  with  the
Partnership.  TMP Realty,  Inc.  pays all  organization  and offering  expenses,
including all legal,  accounting,  printing,  registration  and other costs.  In
addition, the borrowers paid loan servicing fees

                                      -8-
<PAGE>


                                    TMP Land
                               Mortgage Fund, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                           December 31, 1994 and 1993

Note 5 - Related Party Transactions, continued

to TMP Investments,  Inc., a general partner of the Partnership,  of $69,375 and
$130,856 during 1994 and 1993, respectively.

Under the terms of the Agreement,  if the General  Partners or their  affiliates
provide  a  substantial  amount of  services  in  connection  with the sale of a
property,  or a portion of it, acquired through  foreclosure or otherwise,  they
shall be paid a commission not to exceed the lesser of 1) one-half of the normal
and competitive  percentage of gross sales price charged for similar services by
an unaffiliated partner; or 2) 3% of the gross sales price of the property.  The
payment shall be subordinate to a return of all of the limited partners' capital
contributions  and the  payment  to the  limited  partners  of their  cumulative
returns.

Units were offered to the public through TMP Capital Corp. ("TMP  Capital"),  an
affiliate of the General Partners,  as managing  broker-dealer.  As the managing
broker-dealer, TMP Capital received a sales commission of up to 10% of the gross
proceeds,  up to 8% of which was reallocated to soliciting dealers on units sold
by them. These sales commissions were paid by TMP Realty, Inc.

During 1994, 1993 and 1992,  respectively,  the Partnership was charged $21,381,
$32,791 and $7,302, respectively,  (of which $869, $3,345 and $2,068 is included
in the accrued  expense balance at year-end) by TMP  Investments,  Inc. for cost
reimbursements  for office and secretarial  expenses.  During 1993 and 1992, the
Partnership borrowed $201,875 and $600,000, respectively, from TMP Properties to
fund mortgage loans. The Partnership  reimbursed TMP Properties for the loans of
$201,875  and  $600,000  and interest in the amount of $890 and $822 during 1993
and 1992, respectively.

Note 6 - Mortgage loans on real estate

The loan agreements require borrowers to place funds from the loan proceeds in a
restricted  bank account equal to the total  interest  payments over the term of
the loan.

The Partnership receives a first security interest in said account as additional
collateral for the payment of the note.  The borrowers  instruct the bank to pay
to the Partnership the amount of the monthly loan payment.  In view of this, the
only  accrual of interest on the loans is for the portion of each month the loan
is earning  interest  until the first of the following  month when the funds are
released from the restricted account.

In the event of foreclosure,  the collateral would be recorded at its fair value
at the  time of  foreclosure,  less  costs  of  disposal.  Fair  value  would be
considered to be the lower of (a) appraised  value  determined by an independent
real estate appraiser,  or (b) the general partners'  determination of the value
of the property based on their analysis.

The Partnership would consider collateral for a loan in substance  foreclosed if
all of the following criteria are met:


                                      -9-
<PAGE>


                                    TMP Land
                               Mortgage Fund, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                           December 31, 1994 and 1993

Note 6 - Mortgage loans on real estate, continued

1. The  borrower  has  little or no equity in the  collateral,  considering  the
   current fair value of the collateral; and

2. Proceeds  for  repayment  of  the loan can be  expected to come only from the
   operation or sale of the collateral; and

3. The borrower has either:

   a) formally  or  effectively  abandoned  control  of  the  collateral  to the
      Partnership, or

   b) retained control of the collateral but, because  of the  current financial
      condition of  the  borrower,  or the economic  prospects  for the borrower
      and/or  the  collateral in the foreseeable future, it is doubtful that the
      borrower  will be  able to rebuild  equity in the  collateral or otherwise
      repay the loan in the foreseeable future.

If this  occurred,  the collateral  would be considered  foreclosed and would be
recorded at its fair value.

The PR Equities loans for $2,400,000 and $1,150,000 matured January 14, 1994 and
May 30, 1994,  respectively,  went into default and were  foreclosed  on June 2,
1994 and August 11, 1994,  respectively.  The collateral  (land) was recorded in
the accounts at the gross loan amounts, less a valuation allowance,  to properly
state the net book value of the land at its fair value. (See Note 7)

The Sunset  Crossing  loan for  $1,875,000  matured  August 27, 1994,  went into
default and was foreclosed December 21, 1994. The collateral (land) was recorded
in the  accounts  at the loan  amount and unpaid  property  taxes at the time of
foreclosure, which approximate the fair value of the land.

The Olson loan for $1,320,000  matured June 24, 1994,  went into default and was
foreclosed  November 2, 1994. The collateral (land) was recorded in the accounts
at the loan amounts which approximate the fair value of the land.

The Olson #2 note for  $500,000  matured  December  17,  1994 and then went into
default. Foreclosure proceedings are expected to be completed by March, 1995 The
Environmental  Development loan for $1,625,000  matured October 15, 1994 and has
been extended up to Mary 15, 1995 at the same interest rate and collateral.

During the year ended  December 31, 1994 the Frame loan for $600,000 was paid in
full.

                                      -10-
<PAGE>


                                    TMP Land
                               Mortgage Fund, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                           December 31, 1994 and 1993

Note 7 - Restatements and reissuances of 1994 Financial Statements

In 1992,  the  Partnership  made two loans  totaling  $3,500,000 to PR Equities,
Ltd., a California  Limited  Partnership.  The loans were secured by first trust
deeds on residential property located in San Jacinto,  California.  In 1994, the
Partnership  foreclosed on the properties  securing these loans and continues to
own  these  properties.   In  accordance  with  generally  accepted   accounting
principles,  assets acquired through foreclosure should be recorded at the lower
of cost or fair value less costs of  disposal  at the date of  foreclosure.  The
1994 financial statements originally issued reported this property at the amount
of the  outstanding  mortgage  balances  due on  these  loans  at  the  time  of
foreclosure,  which did not  represent  their fair value less costs of disposal.
Management  has  subsequently  determined  that a valuation  allowance for these
properties  should have been established for  approximately  $3.8 million at the
date of foreclosure in 1994. The valuation  allowance  should have been adjusted
such that the only value for these properties is the capitalized direct carrying
costs that represent the total  accumulated  property taxes and Mello-Roos  bond
assessments.  Therefore, the financial statements for 1994 have been restated to
record the  valuation  allowance  and to adjust these  properties  to their fair
value for that year.

In addition, management has determined that the amount of property taxes payable
as recorded in June, 1994 and subsequent  periods through 1994, were understated
by  approximately  $775,000.  Accordingly,  the financial  statements  for those
periods have been  restated for this  understatement  by adjusting  the carrying
value of the land and the property taxes payable in 1994.





                                      -11-

















                            Supplementary Information


<PAGE>
<TABLE>
<CAPTION>


                                                     TMP LAND MORTGAGE FUND, LTD
                                                 (A California Limited Partnership)
                                             Schedule I - Mortgage Loans on Real Estate
                                        (Schedule XII, Rule 12-29, for SEC Reporting Purposes
                                                          December 31, 1994


COLUMN   A                   B           C          D          E               F                    G                     H
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Principal
                                                                                                                     Amount of
                                                                                                                     Loans Subject
                                      Final       Periodic                 Face                  Carrying            to Delinquent
  Description              Interest   Maturity    Payment    Prior         Amount of             Amount of           Principal or
  of Loans (A)             Rate       Date        Term       Liens         Mortgages             Mortgages           Interest
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>          <C>        <C>          <C>                 <C>                    <C>
1. Olson #2 (Note 3)       12.5%     12/17/94     (B)        None         $   500,000         $  500.000            $       500,000
2. Rockfield Development   12.5%     03/01/95     (B)        None             100,000            100,000                       None
3. Singletary              12.5%     04/12/95     (B)        None           2,200,000          2,200,000                       None
4. La Monte                12.5%     04/25/95     (B)        None           1,220,000          1,220,000                       None
5. Environmental
   Development             12.5%     05/15/95     (B)        None           1,625,000          1,625,000                       None
6. Peppertree Land Company 12.5%     06/28/95     (B)        None           2,000,000          2,000,000                       None
7. Gregg Lansing           12.5%     09/23/95     (B)        None             625,000            625,000                       None
                                                                           ----------          ---------             --------------
                                                                          $ 8,270,000         $8,270,000            $       500,000

                                     Beginning Balance                    $12,890,000
                                      Additions during period:
                                         New mortgage loans                 2,725,000
                                      Reduction during period:
                                         Loans paid off                      (600,000)
                                         Loans foreclosed                  (6,745,000)
                                                                           ----------

                                     Ending Balance                      $  8,270,000
                                                                           ==========
<FN>

(A) All loans are first mortgage on unimproved property in the Southern California area.
(B) All loans provide for level monthly payments of interest only with the entire face amount of the mortgage due at maturity.
</FN>
</TABLE>


                                                                -13-
<PAGE>

<TABLE>
<CAPTION>


                                                     TMP LAND MORTGAGE FUND, LTD
                                                 (A California Limited Partnership)
                                             Schedule I - Mortgage Loans on Real Estate
                                        (Schedule XII, Rule 12-29, for SEC Reporting Purposes
                                                          December 31, 1993


COLUMN   A                   B           C          D          E               F                    G                     H
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Principal
                                                                                                                     Amount of
                                                                                                                     Loans Subject
                                      Final       Periodic                 Face                  Carrying            to Delinquent
  Description              Interest   Maturity    Payment    Prior         Amount of             Amount of           Principal or
  of Loans (A)             Rate       Date        Term       Liens         Mortgages             Mortgages           Interest
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>          <C>        <C>          <C>                 <C>                    <C>
1. PR Equities (Note 3)    12.5%     01/14/94     (B)         None        $ 2,400,000         $     2,400,000        None
2. Toman Company (Note 3)  12.5%     07/28/94     (B)         None            600,000                 600,000        None
3. Sunset Crossing
   (Note 3)                12.5%     08/27/94     (B)         None          1,875,000               1,875,000        None
4. PR Equities             12.5%     05/30/94     (B)         None          1,150,000               1,150,000        None
5. Olson                   12.5%     06/24/94     (B)         None          1,320,000               1,320,000        None
6. Environmental
   Development             12.5%     10/15/94     (B)         None          1,625,000               1,625,000        None
7. Olson #2                12.5%     12/17/94     (B)         None            500,000                 500,000        None
8. Singletary              12.5%     04/12/95     (B)         None          2,200,000               2,200,000        None
9. La Monte                12.5%     04/25/95     (B)         None          1,220,000               1,220,000        None
                                                                            ---------               ---------
                                                                          $12,890,000         $   12,890,000

                                     Beginning Balance                    $ 7,345,000
                                       Additions during period:
                                         New mortgage loans                 5,545,000
                                                                            ---------

                                     Ending Balance                       $12,890,000
                                                                           ==========
<FN>
(A) All loans are first mortgage on unimproved property in the Southern California area.
(B) All loans provide for level monthly payments of interest only with the entire face amount of the mortgage due at maturity.
</FN>
</TABLE>


                                                                -14-

<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, 1994


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, CA      $979,196     $2,400,000  $ 49,170   $1,198,263  $3,647,433        -0-         n/a        06/02/94        n/a
Unimproved land -
 San Jacinto, CA           -0-      1,150,000       221          -0-   1,150,221        -0-         n/a        08/11/94        n/a
Unimproved land -
Sun City, CA               -0-      1,320,000       -0-          -0-   1,320,000        -0-         n/a        11/02/94        n/a
Unimproved land -
Banning, CA                -0-      1,882,071       -0-          -0-   1,882,071        -0-         n/a        12/21/94        n/a
                           ---     ----------   -------    ---------   -----------      ---

                      $979,196     $6,752,071  $ 49,391   $1,198,263  $7,999,725        -0-
                      ========      =========    ======    =========   =========        ===

Less: Valuation Allowance:                                             3,836,224
                                                                       ---------

Net Carrying Value:                                                   $4,163,501
                                                                      ==========

Reconciliation of
 carrying amount

Beginning balance                  $        -0-

Additions
  Initial Costs       $6,752,071
  Capitalized
  Carrying Costs       1,198,263
  Improvements            49,391
                       ---------
  Total Additions                     7,999,725
Less: Valuation Allowance:            3,836,224

Ending balance                     $  4,163,501
                                    ===========
</TABLE>