<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, 1995

[    ] 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>


ITEM 6   SELECTED FINANCIAL DATA

         The  following  table  summarizes   selected   financial  data  of  the
Partnership  for the period from  inception  (November 15, 1991) to December 31,
1991, and for the years ended December 31, 1995, 1994, 1993, and 1992 and should
be read in conjunction with the more detailed financial  statements contained in
Item 8, below.
<TABLE>
<CAPTION>

                                   (UNAUDITED)
                             YEAR ENDED DECEMBER 31
                        (Not covered by Auditor's report)

--------------------------------------------------------------------------------
                                                                  Period from
                                                                  inception(Nov.
                     1995         1994          1993        1992  15, 1991) Dec-
                                                                 ember 31, 1991)
--------------------------------------------------------------------------------
<S>                  <C>          <C>           <C>         <C>        <C>
Interest Income      $   728,235  $   1,253,631 $ 1,272,295 $  281,050 $    7
Other Income (Loss)     (60,896)          4,528           0      4,000      0
Total Income         $   667,339  $   1,258,159 $ 1,272,295 $  295,050 $    7
Net Income (Loss)        583,233    (2,664,558)   1,214,361    266,391      7
Net Income per Unit           37          (168)          83         32      7
Cash Distribution
 per Unit                    160             77          86         22      0
Total Assets         $12,126,340  $  12,968,990 $14,614,432 $8,397,315 $1,007
</TABLE>

*Based on 15,715,  15,715,  14,461, 8,334 and 1 Unit outstanding at December 31,
1995, 1994, 1993, 1992 and 1991 respectively.

ITEM 7   MANAGEMENTS DISCUSSION AND ANYALYSES OF FINANCIAL
                  CONDITION AND RESULTS OF OPERTATION

RESULTS OF OPERATIONS

         During the period from inception  (November 15, 1991) through April 22,
1994, the Partnership was engaged in the formation of the Partnership,  the sale
of Units of Limited Partnership  Interest and the investment of the subscription
proceeds in mortgage loan investments.  On April 22, 1994, the offering and sale
of limited  partnership  units  ceased.  As of April 22, 1994, a total of 15,715
Units had been sold by the Partnership for total proceeds of $15,715,000. Excess
proceeds  from  the sale of  Units  are  invested  in  interest-bearing  reserve
accounts.  During 1995,  the revenues  received were  interest  income earned on
mortgage  loans,  interest  income  earned on funds held in reserve and proceeds
realized from the repayment of mortgage loans.

         The  Partnership  was formed  principally to make  short-term  loans to
unaffiliated parties secured by first deeds on unimproved properties,  primarily
in the Inland  Empire area of Southern  California.  As of  December  31,  1995,
twelve  loans had been made by the  Partnership.  Three of these  loans had been
repaid,  seven loans had defaulted and the  Partnership  has  repossessed six of
these properties, and one loan was under extension by negotiation. See "Item 1 -
Business" subcaption "Mortgage Loan Investments."

See restatement  and reissuance of 1994 and 1995 financial  statements in Note 7
in the Partnership financial statements in Item 8.

As of December 31, 1995, the Partnership had cash on hand of $81,957.  All other
proceeds  from its  offering  had been  invested  in  loans or  working  capital
reserves, or had been used in foreclosure proceeds or maintaining the foreclosed
properties for the  Partnership.  Also during  December  1995,  the  Partnership
invested  $868,379 in a joint  venture with an outside  party to form  Steadfast
HSC,  LLC. This LLC owns a 243-unit  apartment  complex in the Los Angeles area.
The Partnership owns 99% of the LLC.

The following table contains a summary of the loans funded by the Partnership:

                                       13
<PAGE>
<TABLE>
<CAPTION>


                Date of                Due Date or
Borrower        Loan          Amount   Foreclosed    Description
<S>            <C>          <C>        <C>           <C>


PR Equities    07/14/92     $2,400,000 01/01/94      The current outstanding
                                                     property tax and Mello Roos
                                                     bond assessment against the
PR Equities    11/30/92     $1,150,000 05/30/94      Partnership's   452    lots
                                                     taken back in   foreclosure
                                                     is  over  $2,000,000.  This
                                                     debt  plus  the  continuing
                                                     tax accrual makes the prop-
                                                     erty unsaleable in the cur-
                                                     rent market.  In  order  to
                                                     recoup the loan investment,
                                                     TMP is  pursuing  two  ave-
                                                     nues. First, TMP is working
                                                     with the city  and the ori-
                                                     ginal  underwriter  of  the
                                                     Mello-Roos bonds to restru-
                                                     cture the debt through a
                                                     new bond offering. If succ-
                                                     essful, the overall bonded
                                                     indebtedness and the annual
                                                     debt  service  would be re-
                                                     duced.  The lots would then
                                                     become buildable in today's
                                                     market   which  might  make
                                                     them saleable to a develop-
                                                     er.  Second, TMP,   togethe
                                                     with   Coast   Construction
                                                     Company,       has   ormed
                                                     building     company,   TMP
                                                     Homes.  TMP Homes, together
                                                     with the  Partnership,  has
                                                     formed a  Limited Liability
                                                     Company to build   homes on
                                                     92 of the 452 lots with all
                                                     profit from the sale of the
                                                     homes going to the Partner-
                                                     ship.  The  City  has  been
                                                     forced by  the terms of the
                                                     bonds to schedule a sale of
                                                     the property for delinquent
                                                     bond assessments.  The cost
                                                     of completion of  the  lots
                                                     when added to the remaining
                                                     unpaid  assessment  exceeds
                                                     what the market  will  bear
                                                     today.  TMP does not expect
                                                     to see anyone offer to  buy
                                                     at  the  sale.   The Genera
                                                     Partners plan to redeem the
                                                     92 lots if it appears  that
                                                     someone  else  may  buy the
                                                     property.

Sunset
 Crossing      08/27/93     $1,875,000 12/27/94      The   Partnership  acquired
                                                     this 42   acre   commercial
                                                     site   at  the  off-ramp of
                                                     Sunset  Crossing  and   the
                                                     I-10 freeway through  fore-
                                                     closure on 12/27/94. TMP is
                                                     currently   talking      to
                                                     developers about a possible
                                                     joint venture to finish the
                                                     sites and sell  parcels  to
                                                     "Big Box" users.

Fox-Olson      12/24/92     $1,320,000 06/24/94      The  Partnership  owns  the
                                                     property at  the corner  of
                                                     Newport  Ave. and   Bradley
                                                     Road  through  foreclosure.
                                                     Property is for sale for
                                                     $1,500,000.

Environmental  01/15/93     $1,625,000 10/15/94      The Partnership accepted a
Development                                          deed in lieu of foreclosure
                                                     and now owns the  property.
                                                     The  General Partners  have
                                                     determined   that construc-
                                                     tion of homes will  achieve
                                                     the highest return  to  the
                                                     Partnership.  The determin-
                                                     ation is  based  in part on
                                                     the  results  of  a  market
                                                     feasibility study commiss-
                                                     ioned  by  the  Partnership
                                                     from  the  Meyers Group and
                                                     also  in part on  the terms
                                                     of a Joint  Venture  Agree-
                                                     ment with  TMP  Homes  that
                                                     will direct the major port-
                                                     ion of all  sales  proceeds
                                                     and progits to the Partner-
                                                     ship.
</TABLE>



                                       13
<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
               Date of                 Due Date or
Borrower       Loan         Amount     Foreclosed    Description
--------------------------------------------------------------------------------
<S>            <C>          <C>        <C>           <C>

Fox-Olson #2   06/17/93     $500,000     12/17/94    Property  on  Newport Ave.,
                                                     west of the Interstate  215
                                                     is  Owned  by  the Partner-
                                                     ship.  Property is for sale
                                                     at $550,000.

Singletary     10/12/93     $2,200,000   04/12/95    Loan was repaid on December
                                                     13,  1995  allowing  for  a
                                                     distribution of  $2,200,000
                                                     to investors.

LaMonte        10/25/93     $1,220,000   04/25/95    Loan is in default.  After
                                                     the  Partnership  filed   a
                                                     Notice of Default, the Bor-
                                                     rower transferred the prop-
                                                     erty  to  a  wholly  owned
                                                     corporation and the corpor-
                                                     ation filed  a  Chapter  11
                                                     proceeding to  delay  fore-
                                                     closure.  The   Partnership
                                                     succeeded  in  having   the
                                                     Bankruptcy Court remove the
                                                     stay after a contestual law
                                                     and motion proceeding.  The
                                                     Borrower then filed a state
                                                     court  action   asking  the
                                                     court for a  temporary  in-
                                                     junction  based on  alleged
                                                     irregularities  during  the
                                                     foreclosure    process.   A
                                                     hearing was held  March  8,
                                                     1996  and  foreclosure   is
                                                     stayed until March 15,1996,
                                                     pending the outcome of  the
                                                     hearing.

Lansing        03/23/94     $625,000   09/23/95      Loan    was    repaid    on
                                                     September 5, 1995. Proceeds
                                                     were  added  to cash reser-
                                                     ves.

Rockfield      06/01/94     $100,000   03/01/95      The Borrower defaulted  and
Development                                          the property was foreclosed
                                                     on  January 15, 1996.   The
                                                     Partnership has  agreed  to
                                                     sell  its  interest in  the
                                                     property  to  TMP  Mortgage
                                                     Income Plus, Ltd.  for  the
                                                     amount of its participation
                                                     in the  loan plus  interest
                                                     through   date   of    for-
                                                     closure.

Peppertree     06/28/94     $2,000,000 12/28/95      Loan  is  in  default. Bor-
                                                     rower  has requested  a  90
                                                     day  extension  with  addi-
                                                     tional points and interest.
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

          From inception to December 31, 1995, the Partnership  received a total
of  $15,715,000 in gross  proceeds from the sale of limited  partnership  units.
During the period from inception through December 31, 1994, the Partnership made
a total of twelve  mortgage loans for a total  expenditure of  $15,615,000.  Two
loans,  in the total amount of  $2,825,000,  were repaid  during the fiscal year
ending December 31, 1995.

          During the calendar  year ended  December 31,  1992,  the  Partnership
raised a total of $8,334,000;  during the calendar year ended December 31, 1993,
the Partnership raised a total of $6,127,000; and during the calendar year ended
December 31, 1994, the  Partnership  raised a total of $1,254,000.  The offering
was closed on April 22,  1994.  During  1992,  the  Partnership  made five loans
totaling $7,345,000; during 1993, and additional four loans were placed totaling
$5,545,000;  during 1994, three additional loans were made totaling  $2,725,000.
Total income received in 1992 was $285,050; total income in 1993 was $1,272,295;
and total income in 1994 was $1,258,159;  and total income in 1995 was $819,835.
Expenses in 1992 were  $18,659  for a profit of $266,391 or $32 per unit.  Total
expenses in 1993 were $57,924  leaving a profit of  $1,214,371 or $84 per equity


                                       14
<PAGE>



unit. Total expenses in 1994 were $3,922,717,  leaving a loss of $(2,664,558) or
$(168)  per  unit.  Total  expenses  in 1995 were  $84,106,  leaving a profit of
$647,729.  The increased expenses in 1994 and 1995 were due to foreclosure costs
of  $40,061  and the loss on the value of  property  which was  foreclosed.  The
General  Partners intend to meet cash  requirements for at least the next twelve
months by first using cash on hand;  second,  funds from  interest  income;  and
third,  from  repayment of loans or sale of foreclosed  properties.  The General
Partners  believe  that if their  negotiations  with the City of San Jacinto are
successful,   sufficient   funds  are   available  to  meet   anticipated   cash
requirements.

          The  amount  of  distributable  cash  from  operations  which  may  be
generated cannot be predicted.  Since all of the mortgage loans generated by the
Partnership  have either resulted in foreclosure with the Partnership now owning
the  properties,  or are  currently  in  negotiations  pending  foreclosure,  no
interest income can be predicted.  The  Partnership  intends to develop and sell
several of the properties that it now owns through foreclosure.  The Partnership
is also actively  marketing other properties that it holds. The General Partners
also expect that the sale of the apartments  that the  Partnership  purchased in
Hollywood  will be consummated  during 1996,  which could result in cash flow to
the Partnership.

          Although  the   Partnership   has  a  higher  than  expected  rate  of
foreclosure on the loans made by the Partnership,  management  believes that the
loan to  value  ratio  is  sufficient  to  allow  the  Partnership  to sell  the
properties and return  substantially all of the investor's capital.  The General
Partners do not intend to make any further loans from funds of the  Partnership.
In order to preserve and recapture the capital of the  Partnership,  the General
Partners have entered into a development  agreement with a development  company,
TMP Homes,  and intends to begin  construction on three of the properties  which
the  Partnership  has acquired  through  foreclosure.  The Partnership may incur
indebtedness from nonaffiliated financial institutions in order to complete this
planned  construction.  The Partnership may subject certain of the properties it
has acquired  through  foreclosure  to mortgage  indebtedness  as it  determines
appropriate at that time.  There are no limitations  or  restrictions  as to the
types,  amounts, and terms of conditions of indebtedness that may be incurred by
the Partnership,  with the exception of certain  restrictions in the Partnership
Agreement  pertaining  to any loans  provided by the  General  Partners or their
affiliates.

          The  Partnership  established  reserves  in the  amount of 2% of Gross
Proceeds.  Some of these reserves were used by the  Partnership  during 1994 for
foreclosure costs and in the payment of property taxes necessary to maintain the
foreclosed  properties.  The  Partnership  will  maintain  reserves  for working
capital and  contingencies  in such amounts as the General Partners from time to
time deem necessary for the proper operation of the business of the Partnership.
In the event the Partnership's operating income and reserves are insufficient to
provide adequate liquidity,  the Partnership may incur indebtedness as discussed
above,  or attempt to sell one or more of its mortgage  loans or the  properties
which it has acquired through foreclosure.

          Aside  from  the  foregoing,  the  Partnership  knows  of no  demands,
commitments,  events or uncertainties that might affect its liquidity or capital
resources  in any material  way.  The effect of  inflation on the  Partnership's
business should be no greater than its effect on the economy as a whole.


<PAGE>


ITEM 8         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
               -------------------------------------------

The following financial statements are filed as a part of this Form 10-K:
                                                                         Page No
                                                                         -------
   (i) For the fiscal years ended December 31, 1995, 1994, and 1993
       Report of Independent Auditors                                     1
       Consolidated Balance Sheets as of December 31, 1995 and 1994       2
       Consolidated Statements of Operations                              3
       Consolidated Statements of Partners' Capital                       4
       Consolidated Statements of Cash Flows                              5
       Notes to Consolidated Financial Statements                         6
       Financial Statement Schedules                                     11

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.

<PAGE>


                                Table of Contents
                                -----------------



Report of Independent Auditors                                  1

Consolidated Balance Sheets                                     2

Consolidated Statements of Operations                           3

Consolidated Statements of Partners' Capital                    4

Consolidated Statements of Cash Flows                           5

Notes to Consolidated Financial Statements                   6-10

Supplementary Information                                   11-16



<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. (A California  Limited  Partnership) as of December 31, 1995
and 1994,  and the related  consolidated  statements  of  operations,  partners'
capital,  and cash flows for the years ended December 31, 1995,  1994, and 1993.
These   consolidated   financial   statements  are  the  responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of TMP
Land Mortgage Fund, Ltd. (A California  Limited  Partnership) as of December 31,
1995 and 1994,  and the  results  of its  operations  and its cash flows for the
years ended,  December 31, 1995,  1994 and 1993,  in conformity  with  generally
accepted accounting principles.

Our  audit  was  made  for the  purpose  of  forming  an  opinion  on the  basic
consolidated   financial   statements  taken  as  a  whole.  The   supplementary
information  contained  in  Schedules  I and II is  presented  for  purposes  of
additional  analysis  and is not a  required  part  of  the  basic  consolidated
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
consolidated financial statements taken as a whole.

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

Santa Ana, California
January 29, 1996, except for Note 7 which is as of May 15, 1999


                                      -1-
<PAGE>

<TABLE>
<CAPTION>

                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                           Consolidated Balance Sheets
                           December 31, 1995 and 1994



                                     Assets
                                     ------

                                             1995               1994
                                             ----               ----
<S>                                     <C>               <C>

Cash                                    $      162,491    $       443,587
Other Receivable                               157,966                  0
Accrued Interest Receivable                          0             91,902
Mortgage Loans on Real Estate                3,320,000          8,270,000
Investments                                  1,155,867                  0
Investment in Unimproved Land (net
 of valuation allowance of
    $3,882,530 and $3,836,224,
    respectively)                            7,481,697          4,163,501
                                             ---------          ---------

         Total Assets                   $   12,278,021    $    12,968,990
                                        ==============    ===============


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

Accounts Payable                        $       33,422    $        16,177
Property Taxes Payable                       2,026,071            979,196
Due to Affiliates                              166,875                869
Accrued Expenses                                   800                800


         Total Liabilities                   2,227,168            997,042
                                          ------------      -------------

Minority Interest                               35,136                  0

Partners' Capital (Note 1)

  General Partners                            (57,046)           (37,482)
  Limited Partners; 20,000 Equity
  Units Authorized, 15,715 Outstanding
  at December 31, 1995 and 1994,
  respectively                             10,072,763         12,009,430
                                           ----------         ----------

Total Partners' Capital                    10,015,717         11,971,948
                                           ----------         ----------

Total Liabilities and Partners' Capital $  12,278,021     $   12,968,990
                                        =============     ==============
</TABLE>


        See Accompanying Notes to Consolidated Financial Statements
                                       -2-

<PAGE>
<TABLE>
<CAPTION>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                      Consolidated Statements of Operations
              For the Years Ended December 31, 1995, 1994 and 1993



                                            1995         1994          1993
                                            ----         ----          ----

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

  Mortgage Loan Interest Income         $697,431     $  1,216,528    $1,237,782
  Bank Deposit Interest Income            19,740           37,103        34,513
  Loss on Investments                    64,417)                0             0
  Loan Commitment Fee                     11,662                0             0
  Other Income                             3,600            4,528             0
                                         -------        ---------     ---------
         Total Income                    668,016        1,258,159     1,272,295
                                         -------        ---------     ---------

Expenses

  Loss on Decline in Market Value
    of Property                           46,306        3,836,224             0
  Accounting and Legal                    18,352           24,059        23,146
  Advertising                                642                0             0
  California Franchise Tax                   800              800           800
  Foreclosure Costs                            0           40,061             0
  Interest                                   598                0           890
  Loan Administration                          0               35           459
  Office Expenses                          3,150            3,210         5,014
  Postage and Printing                     5,502            6,677         6,518
  Secretarial and Bookkeeping Support      9,460           11,651        21,097
                                         -------        ---------     ---------
         Total Expense                    84,810        3,922,717        57,924
                                         -------        ---------     ---------

Net Income (Loss) before Minority
 Interest                                583,206      (2,664,558)     1,214,371

Minority Interest in Loss of Subsidiary       27                0             0
                                         -------        ---------     ---------

Net Income (Loss)                       $583,233     $(2,664,558)    $1,214,371
                                        ========     ===========     ==========


Allocation of Net Income or (Loss)

  General Partners, in the Aggregate    $  5,832     $   (26,646)    $   12,144
                                        ========     ===========     ==========

  Limited Partners, in the Aggregate    $577,401     $(2,637,912)    $1,202,227
                                        ========     ===========     ==========

  Limited Partners, per Equity Unit     $     37     $      (168)    $       83
                                        ========     ===========     ==========
</TABLE>



          See Accompanying Notes to Consolidated Financial Statements
                                       -3-

<PAGE>


<TABLE>
<CAPTION>
                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                      Consolidated Statements of Partners'
                    Capital For the Years Ended December 31,
                               1995, 1994 and 1993


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

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

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 Loss 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 (deficit),
 December 31, 1994                      (37,482)       12,009,430     11,971,948

Net Income for 1995                       5,832          577,401        583,233

Distribution to Partners in 1995        (25,396)      (2,514,068)    (2,539,464)
                                        -------       ----------     ----------

Partners' Capital (deficit),
 December 31, 1995                    $ (57,046)     $10,072,763    $10,015,717
                                      =========      ===========    ===========

</TABLE>


Distributions to Limited Partners, per equity unit, for 1995, 1994 and 1993 were
$160, $77 and $77  respectively,  as determined by dividing the  distribution to
limited  partners for the year by number of units  outstanding at the end of the
year.

           See Accompanying Notes to Consolidated Financial Statements
                                       -4-

<PAGE>
<TABLE>
<CAPTION>



                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                      Consolidated Statements of Cash Flows
                For Years Ended December 31, 1995, 1994 and 1993

                                           1995           1994          1993
                                           ----           ----          ----
<S>                                       <C>         <C>           <C>

Cash Flows from Operating Activities
  Net Income (Loss)                       $  583,233  $(2,664,558)  $ 1,214,371
  Adjustments to Reconcile Net Income
  (Loss) to
   Net Cash Provided by (Used in)
     Operating Activities:
    Loss on Decline in Market Value
      of Property                             46,306    3,836,224             0
    Loss on Investments                       64,523            0             0
    Minority Interest in Loss of
      Subsidiary                                 (27)         ---           ---
    Changes in assets and liabilities:
    (Increase) decrease in Accrued
      Interest Receivable                     91,902       42,415       (68,452)
    Increase in Other Receivables           (157,966)           0             0
    Increase in Accounts Payable              17,245       12,612           733
    (Increase) Decrease in Mortgage
       Loans on Real Estate                2,825,000   2,125,000)    (5,545,000)
    Increase (Decrease) in Due to
       Affiliates                            166,006      (2,476)         3,345
                                           ---------   ---------      ---------
       Net Cash Provided by (Used in)
           Operating Activities            3,636,222    (900,783)    (4,395,003)
                                           ---------   ---------      ---------
Cash Flows from Investing Activities:
      Increase in Investments             (1,220,363)          0              0
      Increase in Minority Interest           35,136           0              0
      Payment for Development and
         Carrying Costs                     (192,627)   (275,529)             0
                                           ---------   ---------      ---------
         Net Cash Used In Investing
            Activities                    (1,377,854)   (275,529)             0
                                           ---------   ---------      ---------
Cash Flows From Financing Activities:
  Capital Contributions                            0   1,254,000      6,127,000
  Distributions to Partners               (2,539,464) (1,224,216)    (1,128,332)
                                           ---------   ---------      ---------
         Net Cash Provided by
       (Used in) Financing Activities     (2,539,464)     29,784      4,998,668
                                           ---------   ---------      ---------

Net Increase or (Decrease) in Cash          (281,096)  (1,146,528)      603,665

Cash, Beginning                              443,587    1,590,115       986,450
                                           ---------    ---------      --------

Cash, Ending                              $  162,491  $   443,587   $ 1,590,115
                                          ==========  ===========   ===========

Supplemental Disclosures of
 Cash Flow Information
----------------------
Cash paid for income taxes                $      800  $       800   $       800
Cash paid for interest                    $        0  $         0   $       890
</TABLE>

Supplemental Schedule of Non-Cash Investing and Financing Activities:
---------------------------------------------------------------------
Non-cash investing and financing  activities during the years ended December 31,
1995 and 1994 consist of the following:

During the years ended December 31, 1995 and 1994, the  Partnership  recorded an
increase in the carrying costs of foreclosed  land equal to additional  property
tax liabilities incurred of $1,046,875 and $979,196, respectively.

During the years ended December 31, 1995 and 1994, the Partnership foreclosed on
two and four mortgage loans  receivable  with unpaid  balances of $2,125,000 and
$6,745,000,  respectively,  and recorded the  acquisition  of the  properties at
their fair values on the dates of foreclosure,  net of a valuation allowance. At
December 31, 1995 and 1994,  the  valuation  allowance  totaled  $3,882,530  and
$3,836,224, respectively.

           See Accompanying Notes to Consolidated Financial Statements
                                       -5-

<PAGE>


                                    TMP Land
                               Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994

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  intercompany  accounts and transactions have been eliminated in
consolidation. (See Note 7)

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 it's  consolidated  entities at December  31, 1995 and 1994 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.

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

                                      -6-
<PAGE>


                            Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994

Note 2 - Organization of the Partnership, continued

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  1995,  1994 and 1993 are shown on the  accompanying
consolidated 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 $88,000,  $258,750,and  $523,425  during
1995, 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 to TMP  Investments,  Inc., a
general  partner of the  Partnership,  of $33,000,  $69,375 and $130,856  during
1995, 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.


                                      -7-
<PAGE>



                                    TMP Land
                              Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994

Note 5 - Related Party Transactions, continued

During 1995, 1994 and 1993,  respectively,  the Partnership was charged $17,624,
$21,381, and $32,791,  respectively,  (of which $0, $869, and $3,345 is included
in the due to affiliates balance at year-end) by TMP Investments,  Inc. for cost
reimbursements for office and secretarial expenses. During 1993, the Partnership
borrowed  $201,875 from TMP Properties to fund mortgage  loans.  The Partnership
repaid the loans, with interest of $890, during 1993.

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:

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,  went into default and were  foreclosed on June 2, 1994 and August
11, 1994,  respectively.  The collateral  (land) was recorded in the accounts of
the Partnership at the gross loan amounts, less a valuation allowance, to record
the net book  value of the  land at its fair  value at the date of  foreclosure.
(See Note 7)

The Sunset  Crossing  loan for  $1,875,000  matured  August 27, 1994,  went into
default and was  foreclosed  on 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 approximated the fair value of the land.

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


                                      -8-
<PAGE>


                                    TMP Land
                               Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994

Note 6 - Mortgage loans on real estate, Continued

The Olson #2 loan for $500,000  matured December 17, 1994, went into default and
was  foreclosed  on April 26, 1995.  The  collateral  (land) was recorded in the
accounts at the loan amount, which approximated the fair value of the land.

The Environmental Development loan for $1,625,000 matured October 15, 1994, went
into default and was foreclosed on August 23, 1995.  The  collateral  (land) was
recorded in the accounts at the loan amount which approximated the fair value of
the land.

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

The LaMonte loan for  $1,220,000  defaulted on April 26, 1995.  The borrower has
filed for a stay of foreclosure  under bankruptcy  proceedings.  The Partnership
has  filed a  petition  to have  the  stay  lifted  and for  damages  based on a
fraudulent transfer of the property to an insolvent corporation.

The  Rockfield  Development  loan for  $100,000  defaulted on April 13, 1995 and
foreclosure  was  completed on  January17,  1996.  The  Patnership  acquired the
collateral  (land)  sunsequent to December 31, 1995.  The  Partnership  is a 40%
owner of the property  and the  remainint  60% is owned by TMP  Mortgage  Income
Plus, Ltd.

The Peppertree loan for $2,000,000  which matured on June 28, 1995 is on a month
to month extension as of December 31, 1995.

Note 7 - Restatements and reissuances of 1994 and 1995 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
1994-1995 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
each year  thereafter  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 consolidated  financial
statements  for 1994  and 1995  have  been  restated  to  record  the  valuation
allowance and to adjust these properties to their fair value for those years.

In addition, management has determined that the amount of property taxes payable
as recorded in June,  1994, and subsequent  periods  through  December 31, 1995,
were  understated  by a total of $1.3 million .  Accordingly,  the  consolidated
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 the appropriate fiscal years.

In accordance  with  generally  accepted  accounting  principles,  the financial
statements of  majority-owned  investments are required to be consolidated.  The
1995 financial  statements  originally  issued did not properly  account for the
consolidation  of all significant  majority-owned  investments.  Therefore,  the
financial  statements  of these  material  majority  owned  entities  have  been
consolidated  with the financial  statements of the  Partnership's and have been
restated for fiscal year 1995 to reflect the  consolidation and related minority
interests of $35,000 for Remington and Sun City as of December 31, 1995.


                                       -9-
<PAGE>


                                    TMP Land
                              Mortgage Fund,, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1995 and 1994

Note 8 - Investments

During 1995, the Partnership  formed two limited liability  companies (LLC) with
TMP Homes,  LLC (an affiliated  company).  The Partnership is a 75% owner of TMP
Flowerfield,  LLC and TMP  Remington,  LLC, with  investments in each company of
$216,144 and $241,247, respectively. During 1995, a loss of $64,417 was recorded
for  these  investments  due to a  decrease  in the  value of the  Partnership's
portion of the net assets of the LLC's.

The Partnership has a controlling  interest in the above entities and the equity
method has been used to account  for its share of the  entities'  earnings.  The
financial  statements  of  the  investments  have  been  consolidated  with  the
financial  statements  of the  Partnership,  and a  minority  interest  has been
recorded for the value of the 25% ownership of the LLC's by TMP Homes, LLC. (See
Note 7)

Also, during December 1995, the Partnership invested $868,379 in a joint venture
with an outside party to form  Steadfast  HSC, LLC. This company owns a 243-unit
apartment  complex in the Los Angeles area. The Partnership owns 99% of the LLC.
Following is the condensed  financial  information  of Steadfast  HSC, LLC as of
December 31, 1995:
<TABLE>
<CAPTION>

      Balance Sheet
      -------------
<S>                                                         <C>

      Cash                                                  $          10,766
      Receivable from members                                           7,000
      Property, net of accumulated depreciation of $5,343           6,389,342
      Loan costs                                                       26,945
                                                             ----------------
               Total assets                                 $       6,434,053
                                                             ================

      Liabilities & Equity
      --------------------
      Accounts payable                                      $          98,602
      Security deposit                                                106,154
      Loan payable                                                  5,360,000
      State tax payable                                                   800
                                                             ----------------
                                                                    5,565,556

      Members' equity                                                 856,717
      Net income                                                       11,780
                                                                      868,497
               Total liabilities & members' equity          $       6,434,053
                                                             ================

      Income Statement
      ----------------

      Revenues
      --------
      Rent income                                           $          48,825
      Interest income                                                     583
                                                             ----------------
                                                                       49,408
      Operating expenses                                               36,828
      Franchise Tax                                                       800
                                                                       37,628
      Net income                                            $          11,780
                                                             ================
</TABLE>


                                      -10-
<PAGE>























                            Supplementary Information














                                      -11-
<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, 1995


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. Rockfield Development
     (Note3)               12.5%     03/01/95     (B)        None              100,000              100,000          $      100,000
4. La Monte (Note 3)       12.5%     04/25/95     (B)        None           1,220,000             1,220,000               1,220,000
6. Peppertree Land Company
     (Note 3)              12.5%     06/28/95     (B)        None           2,000,000             2,000,000                    None
                                                                           ----------         --------------           ------------
                                                                          $ 3,320,000         $   3,320,000          $    1,320,000

                                     Beginning  Balance                   $ 8,270,000
                                      Additions during period:
                                          New mortgage loans                     -0-
                                      Reduction during period:
                                          Loans paid off                   (2,825,000)
                                          Loans foreclosed                 (2,125,000)

                                      Ending Balance                      $ 3,320,000
                                                                           ==========
<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.
(C) This loan was originally due on June 28, 1995 and was extended up to December 28, 1995.  Currently under another agreement it is
    on a month-to-month basis.
</FN>
</TABLE>

                                                                -12-

<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%     04/25/94     (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, 1995

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      $2,026,071   $3,550,000  $ 63,737   $2,254,803  $ 5,868,540        -0-           n/a      06/02/94 &
                                                                                                                08/11/94   n/a
Unimproved land -
 Sun City, CA                -0-    1,320,000       637       11,377    1,332,014        -0-           n/a      11/02/94   n/a
Unimproved land -
 Banning, CA                 -0-    1,875,000       -0-       25,739    1,900,739        -0-           n/a      12/21/94   n/a
Unimproved land -
 San Diego                   -0-    1,658,000    56,212       33,299    1,747,571        -0-           n/a       8/23/95   n/a
Unimproved land -
 Sun City                    -0-      500,000     4,780        2,049      506,829        -0-           n/a      04/26/95   n/a
Unimproved land -
 Simi Valley                 -0-          -0-     8,534(A)      -0-         8,534        -0-           n/a           (A)   n/a
                      -----------   ---------  ---------   ---------   ---------
                      $2,026,071   $8,903,000  $133,960   $2,327,267  $11,364,227        -0-
                       =========    =========   =======    =========   ==========        ===

Less valuation allowance:                                               3,882,530
                                                                        ---------

Net Carrying Value:                                                   $ 7,481,697
                                                                       ==========

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

Beginning balance                  $  4,163,501

Additions
  Initial Costs       $ 2,158,000
  Improvements             84,569
  Capitalized
     Carrying Costs     1,121,933
                        ---------

  Total Additions                     3,364,502
Less: Increase in
     Valuation Allowance                 46,306
                                    -----------
Ending balance                     $  7,481,697
                                    ===========
<FN>

(A) Costs incurred for defaulted loan.  The property is in foreclosure as of December 31, 1995.  (See Note 3)
</FN>
</TABLE>




                                                                -15-
<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>


                                                                -16-
<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:  JUNE 15, 1999

                          TMP Land Mortgage Fund, Ltd.
                          A California Limited Partnership

                          By: TMP Investments, Inc., as General Partner

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

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

                          By:      /S/ RICHARD HUTTON JR
                             -------------------------------------------
                                   Richard Hutton, Jr., Controller



                          By: TMP Properties, a California General
                              Partnership as 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


                                       12