<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, 1997

[ ]      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
incorporation or organization)                      Identification No.)

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

Consolidated Balance Sheets                                  2

Consolidated Statements of Operations                        3

Consolidated Statements of Partners' Capital                 4

Consolidated Statements of Cash Flows                      5-6

Notes to Consolidated Financial Statements                7-13

Supplementary Information                                14-20


<PAGE>








                          Independent Auditor's Report

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, 1997
and 1996,  and the related  consolidated  statements  of  operations,  partners'
capital,  and cash flows for the years ended December 31, 1997,  1996, and 1995.
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 financial  position of TMP Land Mortgage
Fund, Ltd. (A California Limited  Partnership) as of December 31, 1997 and 1996,
and the  results  of its  operations  and its cash  flows  for the  years  ended
December  31,  1997,  1996 and  1995,  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  Schedule  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
February 3, 1998, except for note 7, for which the date is May 15, 1999


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


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                           Consolidated Balance Sheets
                           December 31, 1997 and 1996



                                     Assets
                                     ------

                                                        1997               1996
                                                        ----               ----
<S>                                           <C>               <C>

Cash                                          $      960,479    $       361,515
Other Receivable                                     125,337             18,507
Due From Affiliates (net of unamortized
 discount of  $103,136 and $123,668,
 respectively)                                       182,603            162,051
Investments                                          607,590          1,610,019
Investment in Unimproved Land (net of
 valuation allowance of  $3,983,798 and
 $3,978,272, respectively) (Schedule II)          10,687,386         10,575,184
                                                  ----------         ----------

         Total Assets                         $   12,563,395    $    12,727,276
                                              ==============    ===============


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

Accounts Payable                              $       74,594    $         4,754
Due to Affiliates                                     29,294             23,885
Property Taxes Payable                             4,206,068          3,251,916
Accrued Expenses                                         800                800
                                                  ----------         ----------

         Total Liabilities                         4,310,756          3,281,355
                                                  ----------         ----------
Minority Interest                                    309,533            216,173

Partners' Capital (Note 3)

  General Partners                                  (77,771)           (64,906)
  Limited Partners; 20,000 Equity Units
    Authorized, 15,715 Outstanding at
    December 31, 1996 and 1995, respectively       8,020,877          9,294,654
                                                  ----------         ----------

Total Partners' Capital                            7,943,106          9,229,748
                                                  ----------         ----------

Total Liabilities and Partners' Capital       $   12,563,395    $    12,727,276
                                              ==============    ===============
</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, 1997, 1996 and 1995

                                                   1997         1996        1995
                                                   ----         ----        ----
Income
------
<S>                                          <C>          <C>          <C>

  Mortgage Loan Interest Income              $        0   $ 152,733    $697,431
  Other Interest Income                          48,916       13,585     19,740
  Gain on Sale of Land                          505,740            0          0
  Gain on Sale of Investment                    521,110            0          0
  Loss on Investments                           (93,722)    (192,224)   (64,417)
  Investment Income                               1,370      146,011     11,662
  Other Income                                    3,600        4,600      3,600
                                              ---------    ---------    -------
         Total Income                           987,014      124,705    668,016
                                              ---------    ---------    -------
Expenses
--------

  Loss on Decline in Market
    Value of Property                             5,526       95,742     46,306
  Discount on Due from Affiliates                     0      126,881          0
  Accounting and Legal                           14,448        1,820     18,352
  Advertising                                         0            0        642
  California Franchise Tax                        2,400        2,400        800
  Loan Administration                                 0          151          0
  Office Expenses                                 4,830            0      3,150
  Interest Expense                                1,082            0        598
  Postage and Printing                            2,779            0      5,502
  Secretarial and Bookkeeping Support             9,087            0      9,460
                                              ---------    ---------    -------
         Total Expense                           40,152      226,994     84,810
                                              ---------    ---------    -------
Net Income (Loss) Before Minority Interest      946,862    (102,289)    583,206

Minority Interest in Income or (Loss)
   of Subsidiary                                 (1,139)      (1,110)        27
                                              ---------    ---------    -------
Net Income (Loss)                            $  945,723   $(103,399)   $583,233
                                             ==========   =========    ========

Allocation of Net Income (Loss)

  General Partners, in the Aggregate         $   9,457    $  (1,034)   $  5,832
                                             =========    =========    ========

  Limited Partners, in the Aggregate         $ 936,266    $(102,365)   $577,401
                                             =========    =========    ========

  Limited Partners, per Equity Unit          $      60    $      (7)   $     37
                                             =========    =========    ========
</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, 1997, 1996 and
                                      1995



                                           General      Limited
                                          Partners     Partners        Total
<S>                                      <C>          <C>          <C>

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

Net Loss for 1996                              (1,034)    (102,365)    (103,399)

Distribution to Partners in 1996               (6,826)    (675,744)    (682,570)
                                          -----------  -----------  -----------

Partners' Capital (deficit),
 December 31, 1996                            (64,906)   9,294,654    9,229,748

Net Income for 1997                             9,457      936,266      945,723

Distribution to Partners in 1997              (22,323)  (2,210,042)  (2,232,365)
                                          -----------  -----------  -----------

Partners' Capital (deficit),
 December 31, 1997                       $   (77,772) $  8,020,878 $  7,943,106
          === ====                       ===========  ============ ============

</TABLE>

Distributions to Limited Partners, per equity unit, for 1997, 1996 and 1995 were
$141, $43, and $160, 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, 1997, 1996 and 1995

                                             1997          1996         1995
                                             ----          ----         ----
<S>                                      <C>          <C>           <C>
Cash Flow from Operating Activities
  Net Income (Loss)                      $    945,723 $   (103,399) $   583,233
  Adjustments to Reconcile Net Income
 (Loss) to
    Net Cash Provided by (Used in)
    Operating Activities:
      Loss on Decline in Market Value of
      Property                                 5,526        95,742       46,306
      Gain on Sale of Investment            (521,110)            0            0
      Gain on Sale of Land                  (505,740)            0            0
      Discount on Due from Affiliates              0       126,881            0
      Amortization of Discount on Due
      from Affiliates                        (20,552)       (3,193)           0
      Loss on Investments                     93,722       199,224       64,417
      Minority Interest in Income or
      (Loss) of Subsidiary                     1,139         1,110           27
      Changes in Assets and Liabilities:
      Decrease in Accrued Interest
      Receivable                                   0             0       91,902
      (Increase) Decrease in Other
      Receivables                           (106,830)      139,459     (157,966)
      Increase (Decrease) in Accounts
      Payable                                 69,840       (28,668)      17,245
      (Increase) Decrease in Mortgage
      Loans                                        0     2,000,000    2,825,000
      Increase or (Decrease) in Due to
       Affiliates                              5,409      (142,990)     166,006
                                          ----------   -----------   ----------

         Net Cash Provided by (Used in)
         Operating Activities                (32,873)    2,276,056    3,636,222
                                          ----------   -----------   ----------

Cash Flows From Investing Activities:
      Proceeds from Sale of Investment     1,725,096             0            0
      Proceeds from Sale of Land           1,950,000             0            0
      Increase in Minority Interest           92,221       179,927       35,136
      Increase in Investments               (295,279)     (932,115)  (1,220,363)
      Payment for Development and
      Carrying Costs                        (607,836)     (643,384)    (192,627)
                                          ----------   -----------   ----------
         Net Cash Provided by (Used In)
         Investing
         Activities                        2,864,202    (1,395,572)  (1,377,854)
                                          ----------   -----------   ----------
Cash Flows From Financing Activities:
  Distributions to Partners               (2,232,365)     (682,570)  (2,539,464)
                                          ----------   -----------   ----------
Net Increase or (Decrease) in Cash           598,964       199,024     (281,096)

Cash, Beginning                              361,515       162,491      443,587
                                          ----------   -----------   ----------

Cash, Ending                             $   960,479  $    361,515  $   162,491
                                         ===========  ============  ===========


Cash paid for income taxes               $       800  $        800  $      800
                                         ===========  ============  ==========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements
                                      -5-
<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                Consolidated Statements of Cash Flows - Continued
                For Years Ended December 31, 1997, 1996 and 1995

Supplemental Schedule of Non-Cash Investing and Financing Activities:

Non-cash investing and financing  activities during the years ended December 31,
1997, 1996 and 1995 consist of the following:

During  the years  ended  December  31,  1997,  1996 and 1995,  the  Partnership
recorded  an  increase  in the  carrying  costs  of  foreclosed  land  equal  to
additional  property  tax  liabilities  incurred of  $954,152,  $1,225,845,  and
$1,046,875, respectively.

During the years ended December 31, 1996 and 1995, the Partnership foreclosed on
two  loans in each  year with  aggregate  unpaid  balances  of  $1,320,000,  and
$2,125,000,  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, 1997, 1996 and 1995, the valuation  allowance  totaled  $3,983,798,
$3,978,272, and $3,882,530, respectively.

          See Accompanying Notes to Consolidated Financial Statements
                                       -6-

<PAGE>


                                TMP Land Mortgage
                                   Fund,, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1997 and 1996

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, 1997 and 1996 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.


                                      -7-
<PAGE>


                                TMP Land Mortgage
                                   Fund,, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1997 and 1996

Note 1 -  General and Summary of Significant Accounting Policies, continued:

Concentration  - All  unimproved  land  parcels held for sale are located in the
Inland  Empire  area of Southern  California.  The  eventual  sales price of all
parcels  is  highly  dependent  on  the  real  estate  market  conditions.   The
Partnership  attempts to mitigate any potential  risk by  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 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  1997,  1996 and 1995 are shown on the  accompanying
consolidated statements of partners' capital.


                                      -8-
<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1997 and 1996

Note 5 - Related Party Transactions

Unaffiliated  borrowers paid broker loan placement fees to TMP Realty,  Inc., an
affiliate of the General Partners, of $0, $40,000 and $88,000, during 1997, 1996
and 1995,  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 $10,000 and $33,000 during 1996 and 1995,
respectively.  At December 31, 1995, the Partnership owed TMP Investments,  Inc.
$22,000 for loan servicing fees. During 1997 the Partnership paid $42,693 to TMP
Investments,  Inc, for accrued servicing fees on the La Monte loan. This payment
was included in the cost of sale of the land.

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 unpaid
priority returns.  During 1997 the partnership paid $216,250 to TMP Realty, Inc.
for brokers fees from the sale of an investment.

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 1997, 1996 and 1995,  respectively,  the Partnership was charged $15,152,
$21,421, and $17,624,  respectively,  (of which $1,096, $105, and $0 is included
in the due to affiliates balance at year-end) by TMP Investments,  Inc. for cost
reimbursements for office and secretarial expenses

In  November,  1996,  the  Partnership  sold a  parcel  of land  (including  the
capitalized  interest  costs  and the  related  property  taxes  payable)  to an
affiliated  partnership,  TMP Mortgage  Income Plus,  LTD (MIP) for $286,000 and
recorded a note  receivable for a five year period  without  interest with a 12%
discount (imputed interest). The total sales price represented the Partnerships'
original  interest  of  $100,000,  as well as  $186,000  of other  advances  and
capitalized  costs for the  development  of the land. In 1996,  the  Partnership
recognized  a $126,881  discount on the note as a charge to  operations  for the
difference  between  the total value of the land and the face value of the note.
The  amortization  into  income  for  1997  and 1996  was  $20,552  and  $3,193,
respectively.


                                      -9-
<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1997 and 1996

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.  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 of the
     b) retained control of the collateral but, because of the current financial
        condition of 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 Olson #2 note for  $500,000  matured  December  17,  1994 and then went into
default and was foreclosed on April 26, 1995. The collateral (land) was recorded
in the accounts at the loan amount that 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, 1995 the  Singletary  loan for $2,200,000 and
the Lansing loan for $625,000 were paid in full.


                                      -10-
<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                           December 31, 1997 and 1996


Note 6 - Mortgage loans on real estate, Continued

The LaMonte loan for  $1,220,000  defaulted on April 26, 1995 and was foreclosed
January 17, 1996. The collateral (land) was recorded in the accounts at the loan
amount, which approximated the fair value of the land.

The  Rockfield  Development  loan for  $100,000  defaulted on April 13, 1995 and
foreclosure  was  completed on January 17, 1996.  The  Partnership  acquired the
collateral  (land) and  transferred  it to TMP  Mortgage  Income  Plus,  Ltd. in
exchange for a note receivable. See Note 6.

The Peppertree  loan for $2,000,000  matured June 28, 1995 and was paid July 30,
1996. $1,500,000 was received in cash and $500,000 was received in the form of a
20% interest in a 163.33 acre project named Village One.

Note 7 - Restatements and reissuances of 1994 - 1997 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
1994-1997 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  through  1997 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, 1997,
were understated by a total of $368,000. 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,  1996, and 1997 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

                                      -11-
<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1997 and 1996

Note 7 -  Restatements  and  reissuances  of 1994 - 1997  Financial  Statements,
          continued

have been  restated  for  fiscal  years  1995,  1996,  and 1997 to  reflect  the
consolidation  and related minority  interests of $310,000 for Remington and Sun
City as of December 31, 1997.

In November,  1996, the Partnership entered into a non-interest bearing note for
$286,000. In accordance with generally accepted accounting principles,  the note
should have been discounted at the date of execution and interest  accreted over
the period of the note for $127,000.  The consolidated financial statements have
been restated for this discount and accretion of interest.

Note 8 - Investments

Following is a summary of the  investments of the Partnership as of December 31,
1997 and 1996:
                                           1997            1996
<TABLE>
<CAPTION>
<S>                                      <C>          <C>

         TMP Flowerfield, LLC            $  107,589   $    103,811

         Steadfast HSC, LLC                       0      1,006,206

         Peppertree Park, LLC               500,000        500,000
                                            -------        -------


                                         $  607,590   $  1,610,019
                                         ==========   ============
</TABLE>
The  Partnership  has  a 75%  membership  interest  in  Flowerfield,  which  was
organized for the purpose of acquiring, owning and developing certain parcels of
land into single family home developments in San Jacinto, California. The equity
method is used to account for the Partnership's share of Flowerfield's  earnings
or losses  which is not  materially  different  than the  consolidation  of this
majority owned investment.

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


                                      -12-
<PAGE>


                          TMP Land Mortgage Fund, LTD.
                       (A California Limited Partnership)
                   Notes to Consolidated Financial Statements
                           December 31, 1997 and 1996

Note 9 - Gain on Sale of Land

During 1997 the property  acquired through  foreclosure of the La Monte loan was
sold.
<TABLE>
<CAPTION>
<S>                                                   <C>

    Sales Price                                       $1,950,000
                                                      ----------

    Cost of property (balance of foreclosed loan)      1,220,000
    Foreclosure costs                                    135,580
    Carrying costs capitalized                            82,778
    Closing costs                                          5,902
                                                      ----------
    Total costs                                        1,444,260
                                                      ----------

    Gain on sale                                      $  505,740
                                                      ==========

Note 10 - Gain on Sale of Investments

During 1995 the Partnership  invested in Steadfast H.S.C.,  LLC which was formed
to acquire and operate an apartment building.  During 1997 the building was sold
and the proceeds distributed to the members of the Limited Liability Company.

    Partnership share of net proceeds                 $ 1,725,096
                                                       ----------
    Amount invested                                       854,474
    Share of income for 1995-1997                         181,520
    Share of sales commissions                            167,992
                                                       ----------
    Total Costs                                         1,203,986
                                                       ----------
    Gain on sale                                      $   521,110
                                                      ===========

</TABLE>



                                      -13-
<PAGE>





















                                             SUPPLEMENTARY INFORMATION




















                                      -14-

<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, 1997


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>
None                       n/a       n/a          n/a        n/a          $             0     $             0        $            0

                                     Beginning Balance                    $             0
                                        Additions during period:
                                          New mortgage loans                            0
                                        Reduction during period:
                                          Loans paid off                                0
                                          Loans foreclosed                              0
                                                                          ---------------
                                      Ending Balance                      $             0
                                                                          ===============
</TABLE>





<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, 1996


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>
None                       n/a       n/a          n/a        n/a          $             0     $             0        $            0

                                     Beginning Balance                    $     3,320,000
                                        Additions during period:
                                          New mortgage loans                            0
                                        Reduction during period:
                                          Loans paid off                       (2,000,000)
                                          Loans foreclosed                     (1,320,000)
                                                                          ---------------
                                      Ending Balance                      $             0
                                                                          ===============
</TABLE>




                                                                -16-

<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>



                                                                -17-
<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, 1997

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          $ 3,941,330  $ 3,550,000 $ 63,737   $ 4,311,391 $7,925,128        -0-         N/A        06/02/94&
                                                                                                               08/11/94        N/A
Unimproved land -
 Sun City                  -0-       1,320,000      638        75,465  1,396,103        -0-         N/A        11/02/94        N/A
Unimproved land -
 Banning                   -0-       1,875,000    1,500       121,355  1,997,855        -0-         N/A        12/21/94        N/A
Unimproved land -
 Sun City                  -0-         159,871    4,780         6,291    666,162        -0-         N/A        03/29/95        N/A
Unimproved land -
 San Diego                 -0-       1,658,000  888,804       139,132  2,685,936        -0-         N/A        08/23/95        N/A
                            -        ---------  -------     ---------  ---------        ---
Combined encum. -
 other properties         264,738
                       ----------
                      $ 4,206,068  $ 8,903,000 $1,114,550 $ 4,653,634 $14,671,184       -0-
                      ===========  =========== ========== =========== ==========        ===

Less valuation allow-
 ance:                                             $ 3,983,798
                                                                      -----------
Net carrying value                                                    $10,687,386
                                                                      ===========

Reconciliation of
 carrying amount

Beginning balance                  $ 10,575,184

Additions
 Improvements         $    407,660
 Carrying Costs/
 Improv.                 1,152,390
                         ---------
  Total Additions                     1,560,050
Deductions:
 Initial Costs           1,220,000
 Improvements               72,794
 Carrying costs            149,528
 Increase in valu-
  tion allowance             5,526
  Total Deductions                    1,447,848
                                      ---------
Ending balance                     $ 10,687,386
                                   ============
Ending balance                     $  9,658,698
                                   ============
</TABLE>


                                                                -18-
<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, 1996


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       $  3,023,458 $ 3,550,000 $ 63,737   $ 3,387,993 $ 7,001,730      -0-           n/a       06/02/94&
                                                                                                               08/11/94        n/a
Unimproved land -
Sun City, CA                -0-      1,320,000   96,096        47,147   1,463,243      -0-           n/a        11/02/94       n/a
Unimproved land -
Banning, CA                 -0-      1,875,000    1,500        70,109   1,946,609      -0-           n/a        12/21/94       n/a
Unimproved land -
San Diego                   -0-      1,658,000  540,777        85,398   2,284,175      -0-           n/a        08/23/95       n/a
Unimproved land -
Sun City                    -0-        500,000    4,780         5,162     509,942      -0-           n/a        04/26/95       n/a
Unimproved land -
Simi Valley                 -0-      1,220,000   72,794        54,963   1,347,757      -0-           n/a        04/22/96       n/a
Combined encumbrances
 of other prop.          163,874
                         -------

                      $ 3,187,332  $10,123,000 $779,684   $ 3,650,772 $14,553,456      -0-
                      ===========  ============ ========  =========== ===========      ===

Less valuation allowance:                                               3,978,272
                                                                        ---------

Net Carrying value:                                                   $10,575,184
                                                                       ==========

Reconciliation of carrying amount

Beginning balance                              $  7,481,697

Additions
  Initial Costs        1,220,000
  Improvements           645,724
  Carrying Cost        1,323,505
                       ---------
  Total Additions                                 3,189,229
                                                  ---------
Less: Increase in
 valuation allowance:                                95,742
                                                     ------

Ending balance                                 $ 10,575,184
                                               ============
</TABLE>


                                                                -19-

<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 Carry-
   ing 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>