TMP Land Mortgage Fund 10QSB 2001 Q1 Quarterly report (small business)

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2001
Commission File No. 33-39238

TMP LAND MORTGAGE FUND, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Name of small business issuer as specified in its charter)

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

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

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

Check whether the issuer [1] filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and [2] has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Transitional Small Business Disclosure Format: ____Yes__X__No

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The following financial statements are filed as a part of this form 10-QSB:

Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000, Consolidated Statements of Operations for the three months ended March 31, 2001 and 2000, and Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000.

The interim financial statements presented have been prepared by the Partnership without audit and in the opinion of the management, reflect all adjustments of a normal recurring nature necessary for a fair statement of (a) the results of operations for the three months ended March 31, 2001 and 2000 (b) the financial position at March 31, 2001 and (c) the cash flows for the three months ended March 31, 2001 and 2000. Interim results are not necessarily indicative of results for a full year.

The balance sheet presented as of December 31, 2000 has been derived from the financial statements that have been audited by the Partnership’s independent public accountants. The financial statements and notes are condensed as permitted by Form 10-QSB and do not contain certain information included in the annual financial statements and notes of the Partnership. The financial statements and notes included herein should be read in conjunction with the financial statements and notes included in the Partnership’s Form 10-KSB.


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership

                           Consolidated Balance Sheets


                                                   March 31,     December 31
                                                    2001            2000
                                                 (unaudited)
                                                 -----------     -----------

                                     Assets

Cash ............................................$   934,504    $    768,350
Prepaid Expenses & Other ........................     30,697          34,788
Investments (Note 8) ............................    375,000         375,000
Investment in Unimproved Land, Net .............. 21,260,946      19,512,606
                                                 -----------    ------------

      Total Assets ..............................$22,601,147    $ 20,690,744
                                                 ===========    ============

                        Liabilities and Partners' Capital

Accounts Payable & Other ....................... $   589,960    $    824,608
Due to Affiliates (Notes 5 & 7) ................       7,858               0
Franchise Taxes Payable ........................       1,600           1,600
Property Taxes Payable (Note 10) ...............   8,759,867       8,055,456
Notes Payable (Note 11) ........................   6,395,624       4,956,379
                                                 -----------    ------------

      Total Liabilities ........................  15,754,909      13,838,043
                                                 -----------    ------------

Minority Interests (Note 12) ...................     711,006         744,361
                                                 -----------    ------------

General Partners ...............................     (95,850)        (96,119)
Limited Partners:  20,000 Equity Units
                           Authorized:
 15,715 Units Outstanding ......................   6,231,082       6,204,459
                                                 -----------    ------------


    Total Partners' Capital ....................   6,135,232       6,108,340
                                                 -----------    ------------

    Total Liabilities and Partners'Capital ..... $22,601,147    $ 20,690,744
                                                 ===========    ============


           See Accompanying Notes to Consolidated Financial Statements


                          TMP LAND MORTGAGE FUND, LTD.
                        A California Limited Partnership
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                       Three Months Ended
                                                    March 31,     March 31,
                                                     2001            2000

Property Sales ..................................$         0    $  1,777,069
Cost of Property Sales ..........................          0      (1,624,751)
                                                 -----------    ------------
         Net Gain on Property Sales .............          0         152,318

Income
     Interest ...................................      7,527          11,466
     Other ......................................      2,500             900
                                                 -----------    ------------

         Total Income ...........................     10,027          12,366
                                                 -----------    ------------

Expenses
     Accounting & Financial Reporting ...........        343          19,192
     General  & Administrative ..................        808           2,512
     Outside Professional Services ..............     12,138           9,496
     Other ......................................          0          17,935
                                                 -----------    ------------

         Total Expenses .........................     13,289          49,135
                                                 -----------    ------------

Net (Loss) Income before Minority Interests
& Taxes .....                                         (3,262)        115,549

Minority Interests Gain (Loss) in Consolidated
 Affiliates                                           33,354         (38,852)

State Franchise Tax ...................               (3,200)         (2,400)
                                                 -----------    ------------

         Net Income .............................$    26,892    $     74,297
                                                 ===========    ============

Allocation of Net Income:

General Partners, in the Aggregate: .............$       269    $        743
                                                 ===========    ============

Limited Partners, in the Aggregate: .............$    26,623    $     73,554
                                                 ===========    ============

Limited Partners, per Equity Unit: ..............$      1.69    $       4.68
                                                 ===========    ============

           See Accompanying Notes to Consolidated Financial Statements


                           TMP LAND MORTGAGE FUND, LTD
                        A California Limited Partnership
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                       Three months Ended
                                                   March 31,      March 31,
                                                      2001            2000
                                                   --------       ---------

Cash Flows from Operating Activities:
 Net Income .....................................$    26,892    $    74,297
 Adjustments to Reconcile Net Income to Net Cash
      (Used In) Operating Activities:
    Minority Interests in Consolidated Affiliates    (33,355)        38,833
    Loss on Property Sales ......................          0       (152,318)
    Accretion of Discounted Notes Receivable ....          0        (10,485)
    Other .......................................          0         17,935
  Changes in Assets and Liabilities:
    Decrease in Prepaid Expenses and Other ......      4,091          5,299
    Increase in Franchise Taxes Payable .........          0          2,400
    Increase in Property Taxes Payable ..........      4,628
    (Decrease) in Accounts Payable & Other ......   (234,648)      (355,346)
                                                 -----------    ------------

        Net Cash (Used In) Operating Activities .   (237,020)      (374,757)
                                                 -----------    ------------

Cash Flows from Investing Activities:
      Net Proceeds from Property Sales ..........          0      1,777,069
      Payment of Selling Expenses ...............          0        (12,782)
      Increase in Land Development and Carrying
       Costs .....                                (1,043,929)    (1,390,517)
                                                 -----------    ------------

        Net Cash (Used In) Provided By Investing
        Activities                                (1,043,929)       373,770
                                                 -----------    ------------

Cash Flows from Financing Activities:
      Net Proceeds from Affiliates ..............      7,858         47,853
      Net (Payments) Proceeds from Notes Payable   1,439,245        (83,480)
                                                 -----------    ------------

        Net Cash Provided By (Used In) Financing
 Activities                                        1,447,103        (35,627)
                                                 -----------    ------------

Increase (Decrease) in Cash .....................    166,154        (36,614)

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

Cash, End of Period .............................$   934,504    $   141,620
                                                 ===========    ============


           See Accompanying Notes to Consolidated Financial Statements


                           TMP LAND MORTGAGE FUND, LTD
                        A California Limited Partnership
                  Consolidated Statements of Cash Flows, con't
                                   (Unaudited)

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Taxes                              $     3,200    $          0

Cash Paid for Interest                           $   150,517    $     73,697

Other Disclosures:
Non-cash  investing  activities during the three months ended March 31, 2001 and
2000  consisted of an increase in the carrying costs of Investment in Unimproved
Land equal to  additional  property  tax  liabilities  incurred of $704,411  and
$446,219, respectively.


           See Accompanying Notes to Consolidated Financial Statements

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

Note 1 - General and Summary of Significant Accounting Policies

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

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

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

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

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

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

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

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

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

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

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

Note 2 - Organization of the Partnership

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

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

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

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

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

Note 2 - Organization of the Partnership (continued)

As a consequence of adverse changes in market conditions and other economic and business factors, nine of the twelve loans went into default. The Partnership foreclosed on the properties secured by the defaulted loans and is in the process of developing and/or selling these properties.

The partnership agreement provides for two types of investments: Individual Retirement Accounts (IRA) and others. The IRA minimum purchase requirement was $2,000 and all others were a minimum purchase requirement of $5,000. The maximum liability of the limited partners is the amount of their capital contribution.

Note 3 - Partners' Contributions

The Partnership raised capital through a public offering of units at $1,000 per unit. The minimum offering size was 1,000 units or $1,000,000. The maximum offering size was 20,000 units or $20,000,000. As of April 21, 1994, 15,715 units were sold for total capital contributions of $15,715,000 and the offering was closed.

Note 4 - Allocation of Profits and Losses and Cash Distributions

Profit, losses, and cash distributions are allocated ninety-nine percent to the limited partners and one percent to the general partners until the limited partners have received an amount equal to their capital contributions plus a cumulative, non-compounded return of eight percent per annum based on their adjusted capital account balances, at which time, remaining profits, losses and cash distributions are allocated seventy-six percent to the limited partners and twenty-four percent to the General Partners. Distributions of cash from operations, if any, are made monthly within 30 days after the end of the month.

No distributions were made during 2001 or 2000.

Note 5 - Related Party Transactions

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

During the period ended March 31, 2001, TMP Homes, LLC (TMP Homes), managing member of Remington, paid $7,500 of bank loan fees on behalf of Remington. As of March 31, 2001 these funds have not been paid back to TMP Homes.

See Note 2 regarding information on management of the Partnership during 2001.

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

Note 6 - Notes Receivable from Affiliate

In November, 1996, the Partnership sold a parcel of land (including the capitalized interest costs and the related property taxes payable) to an affiliated partnership, TMP Mortgage Income Plus, LP (MIP) for $286,000 and recorded a note receivable for a five year period without interest with a 12% discount (imputed interest). The total sales price represented the Partnerships’ original interest of $100,000, as well as $186,000 of other advances and capitalized costs for the development of the land. The Partnership recognized a $127,000 discount on the note as a charge to operations for the difference between the total value of the land and the face value of the note. In 1998, the Partnership loaned an additional $165,000 to MIP for a five-year period without interest (and discounted the note at 12%) and recognized approximately $73,000 as a charge to operations due to the non-interest bearing terms of the note.

As of December 31, 2000 MIP has repaid the Partnership in full. The Partnership accreted interest income on these notes during the year ended December 31, 2000 of $12,151, which is included in interest income in the Consolidated Statements of Operations.

Note 7 - Agreements with PacWest

In April 1998, the General Partners entered into the Financing Agreement with PacWest, whereby PacWest paid the General Partners and ten other related partnerships (“the TMP Land Partnerships”) a total of $300,000 and agreed to pay up to an additional $300,000 for any deficit capital accounts for these 11 partnerships in exchange for the rights to the general partners’ distributions; referred to as a “distribution fee” as defined by the Financing Agreement.

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

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

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

Note 7 - Agreements with PacWest (continued)

As of March 31, 2001 the TMP Land Partnerships owe PacWest approximately $3,075,000, including advances & interest.

Effective August 1, 2000, the Partnership entered into the First Amendment to the Management Agreement (“First Amendment”). The purpose of the First Amendment is to clarify and define certain language and the terms of the provisions of the Management Agreement. The Management Agreement, in its entirety, remains in effect apart from specific items discussed in the First Amendment.

Certain items disclosed in the First Amendment include 1) Revision of the “Asset Administration Fee” schedule and its reduction upon the sale of any property, 2) “Participation Fee” wording is altered to read “Manager Profit Participation” and its calculation is defined, 3) the maximum amount of the PacWest loan to any Partnership shall not exceed fifty percent (50%) of the fair market value of all real properties owned by the Partnership, and the maximum amount of the PacWest loan secured against each specific parcel shall not exceed a loan-to-value ratio of fifty percent of the fair market value of that parcel, 4) The maximum Total PacWest loan amount shall be $2,500,000 allocated between the Partnerships and each borrowing Partnership shall execute a Promissory Note (as attached to the First Amendment) and a Trust Deed (as attached to the First Amendment). PacWest and the TMP Land Partnerships shall be entitled to enter into a separate written agreement to provide for a short term gap loan to cover emergency shortfalls, and 5) If the Partnerships need funds in excess of the $2,500,000, PacWest shall be entitled to obtain third party loans at market interest, secured against the real property of each Partnership to whom such loan(s) is made. No such loan(s) shall be made without the written consent of the General Partners.

In April 1998, PacWest entered into a management, administrative and consulting agreement (the Management Agreement) with the General Partners to provide the Partnership with overall management, administrative and consulting services. PacWest currently contracts with third party service providers to perform certain of the financial, accounting, and investor relations’ services for the Partnership.

Pursuant to the Financing Agreement, PacWest has acquired the General Partners’ unsubordinated 1% interest in the Partnership and assumed responsibility for all partnership administration while not replacing any of the General Partners. PacWest will charge a fee for its administrative services equal to an amount not to exceed the average reimbursements to the general partners for such services over the past five years. As of March 31, 2001 and December 31, 2000, the Partnership has $358 and $0, respectively, payable to PacWest related to the aforementioned agreements.

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

Note 8 - Investments

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


                                                     2001           2000
                                                    -----           ----

     TMP Flowerfield - San Jacinto, LLC
                       (Flowerfield)             $         0    $          0
     Peppertree Park, LLC (Peppertree)               375,000         375,000
                                                 $   375,000    $    375,000

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

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 less a write down of $125,000 in 2000 to record the investment at its net market value. Effective March 31,2001 the Partnership entered into an agreement to sell its interest for $375,000.

Note 9 - Other Receivables

During 1995 the Partnership invested approximately $855,000 in Steadfast H.S.C., LLC (Steadfast) that was formed to acquire and operate an apartment building. In 1997, this investment was sold for a $521,110 gain to the Partnership; of which all but $13,661 was distributed. This amount was deemed uncollectible as of December 31, 2000.

Note 10 - Property Taxes Payable

As of March 31, 2001 and December 31, 2000, approximately $8,755,686 and $8,055,456, respectively, of property taxes is owed on the San Jacinto property representing the cumulative unpaid property taxes and Mello-Roos tax assessments at that date. The amount accrues interest each quarter at a rate of 3.75% on the outstanding balance.

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

Note 11 - Notes Payable

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

On August 17, 1999, Remington entered into a promissory note agreement for a construction loan with a bank. The maximum loan amount was $8,498,000 and accrues interest at 1% per annum in excess of the Index Rate. Interest is payable monthly. This note matured on December 10, 2000. At this date, the bank modified the existing loan removing approximately $1,000,000 from construction loan availability. As of December 31, 2000 the new loan maximum amount is $7,406,000 with a maturity date of June 10, 2001. Interest accrues at a rate of the greater of seven-percent (7%) or two hundred basis points above the Index Rate. The interest rate shall change from time to time as to when the Index Rate changes, but in no event shall the Interest Rate be lower than 7%. As of March 31, 2001 and December 31, 2000, Remington had a principal balance due on the note of $6,395,624 and $4,956,379, respectively. Interest paid for the period and year ended March 31, 2001 and December 31, 2000 was $ 150,517 and $327,443, respectively, and has been capitalized. The Partnership is a guarantor of the promissory note.

Note 12 - Minority Interests

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

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

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership

Notes to the Consolidated Financial Statements
March 31, 2001
(Unaudited)

Note 12 - Minority Interests (continued)

In June 2000, the Partnership entered into a joint venture agreement with TMP Land Mortgage Fund and PacWest whereby the Partnership contributed land and $24,750 in cash for a 99% interest in RSJ Builders, LLC. PWIE contributed $250 for its 1% interest. A loss of $15 related to RSJ ‘s operations is included in Minority Interests Loss in Consolidated Affiliates in the Consolidated Statements of Operations, for the period ended March 31, 2001.

Note 13 - Property Sales

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

         Income from Sale of Properties          $        3,513,839

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

         Loss on Sale of Properties              $        (484,980)

In November 2000, the Partnership went into escrow on the sale of the Sunset Crossing property. The sales price is $2,750,000. Two $10,000 deposits were received as of March 31, 2001 and recorded as Accounts Payable & Other in the Consolidated Balance Sheets as of March 31, 2001.

Note 14-Subsequent Event

A notice of Levy under Writ of Sale was recorded on March 21, 2000 relating to the San Jacinto property contributed by the Partnership to RSJ Builders.

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2001

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

This Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by that section. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. Additionally, statements concerning future matters such as the features, benefits and advantages of the Partnership’s property regarding matters that are not historical are forward-looking statements. The Partnership’s actual future results could differ materially from those projected in the forward-looking statements. The Partnership assumes no obligation to update the forward-looking statements.

Readers are urged to review and consider carefully the various disclosures made by the Partnership in this report, which attempts to advise interested parties of the risks and factors that may affect the Partnership’s business, financial condition and results of operations.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the attached Consolidated Financial Statements and notes thereto and with the Partnerships’ audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2000.

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

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2001

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

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


         Income from Sale of Properties          $   3,389,887

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

         Loss on Sale of Properties              $     (87,176)
                                                 =============

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


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

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


         Sales Price                             $     279,655

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

         Gain on Sale of Property                $      17,688
                                                 =============

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2001

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


         Income from Sale of Properties          $        3,513,839

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

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

During the period ended March 31, 2001 and 2000, $7,527 and $11,466, respectively, of interest income was earned, of which $0 and $10,485, respectively, was earned from the notes receivable from affiliate (See Note 6).

Total expenses for the period ended March 31, 2001 compared with the period ended March 31, 2000, decreased by $35,846 due to decreases in Accounting & Financial Reporting, General & Administrative, and Other. Accounting & Financial Reporting decrease of $18,849 is directly related to the timing of the costs incurred to prepare, review and file the appropriate financial information for the Partnership. Other expenses includes certain carrying costs related to the PR Equities, Ltd. properties in San Jacinto, CA, which are expensed as incurred in order to bring the stated value of the property to fair market value. These expenses are related to property services incurred to prepare the property for future sale. No such services were performed during the period ended March 31, 2001. These decreases were partially offset by an increase in Outside Professional Services of $2,642 related to legal fees associated with the dissolution of Sun City.

Net gains of $33,354 and net losses of $38,852 are recorded in Minority Interest in Consolidated Affiliates for the periods ended March 31, 2001 and 2000, respectively.

Investing activities for the period ended March 31, 2001 used $1,043,929 cash, mainly to pay for development and for carrying costs of the land held for investment.

Investing activities for the period ended March 31, 2000 used $1,390,517 of cash, mainly to pay for development and for carrying costs of the land held for investment. In addition, the Partnership used $12,782 to pay for certain selling expenses relating to the sale of properties during the period ended March 31, 2000. This use of funds was partially offset by the funds provided by the Partnership of $1,777,069 from the sale of the properties.

Financing activities for the period ended March 31, 2001 includes proceeds of $1,439,245, relating to borrowings on the construction loans. Proceeds for the period ended March 31, 2001 also include affiliate advances of $7,500, respectively, from TMP Homes.

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2001

Financing activities for the period ended March 31, 2000 used $83,480 to paydown the construction loans. In addition, payments of $27,147 were made to TMP Homes to pay back certain advances and $75,000 was received from MIP to reduce the Notes Receivable due from Affiliate balance.

The Partnership had three properties as of March 31, 2001 that are being held for appreciation and resale. Remington is holding additional parcels for development and future sale of residential units. The Partnership does not intend to acquire any additional properties. Upon the sale of each property, the Partnership intends to distribute the sales proceeds, less any reserves needed for operations, to the partners.

The following is an update of the foreclosed properties status from the December 31, 2000 10-KSB report:

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TMP Flowerfield, LLC - The foreclosed San Jacinto properties have substantial Mello-Roos assessments and property tax delinquencies. An Installment Payment Plan (five-year payment plan) with the County of Riverside Tax Collector was begun in June 1999 to avoid the property being sold at a tax sale. An installment payment was due on April 10, 2000; however, it was decided not to pay the installment. In the meantime, the General Partners are attempting both to have the Mello-Roos bonds restructured and/or the penalties reduced, and sell the property by aggressively marketing the six tracts. A default judgment was filed against the property on October 10, 2000. As of December 31, 2000 the Partnership contributed this property to RSJ Builders, LLC. (“RSJ”)

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Sunset Crossing I Loan – The property is currently in escrow for $2,750,000. The escrow period has an estimated closing date of June 17, 2002. In accordance with the escrow instructions, $20,000 was released to the Partnership as of March 31, 2001.

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TMP Remington, LLC – The Partnership, together with TMP Homes, LLC, formed a joint venture to construct homes on the site. During 1999, and in accordance with the LLC Member Agreement, the Partnership contributed this property to the LLC for a predetermined value of $1,638,000. Phase I will consist of 48 production homes, 4 models and one parking lot. Phase II will consist of 43 production homes. Phase III will consist of 38 production homes and Phase IV will consist of 50 production homes. Phase I construction began in the third quarter of 1999 upon obtaining financing in July 1999.

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No homes closed during the period ended March 31, 2001, but all 29 homes in the 1st and 2nd release have sold. The Partnership made an additional capital contribution to Remington of $275,000 during the period ended March 31, 2001.

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TMP Homes Flowerfield – Sun City, LLC – The Partnership, together with TMP Homes, LLC, formed a joint venture to construct homes on this site. Phase I will consist of 11 production homes and 2 models. Phase II will consist of 17 production homes. Phase III consisted of 15 production homes. Phase I and Phase II construction was completed in 1999. Phase III construction was completed in 2000. During the year ended December 31, 1998, and in accordance with the LLC Member Agreement, the Partnership contributed this property to the LLC for a predetermined value of $420,000.

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TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2001

The 1.84 acres of this property was sold in July 1999 for a sales price of $100,000.

No other significant activity or changes have occurred in the Partnership properties.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2001, the Partnership had cash on hand of $934,504. All other proceeds from the sale of Units and property have been invested in the making of loans, working capital reserves, or have been used in foreclosure proceedings or maintaining the foreclosed properties for the Partnership.

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

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

The Partnership does not intend to make any new land loans with existing or future partnership cash. At March 31, 2001, the Partnership had development agreements with TMP Homes, LLC, an affiliated company, to develop single-family homes on three of the properties the Partnership has acquired through foreclosure. In addition, the Partnership has a $375,000 investment in a single-family development that resulted from the Peppertree loan. The Partnership was repaid $1,500,000 of the $2,000,000 Peppertree loan in cash. The remaining $500,000 represented a 20% investment in the project until a write down of $125,000 in 2000 occurred to record the investment at its net market value. The Partnership may incur indebtedness from nonaffiliated financial institutions in order to complete any development for projects in which the Partnership is involved.

The properties relating to the nine loans that were foreclosed upon by the Partnership produce no income. Accordingly, the Partnership is not making distributions to partners except from the sales proceeds of certain partnership assets. The Partnership cash reserves are being used to fund the operating cash needs of the Partnership. As of March 31, 2001, the Partnership had sufficient cash reserves for the next twelve months.

In April 1998, the General Partners entered into the Financing Agreement with PacWest, whereby PacWest paid a total of $300,000 to the General Partners and ten other related partnerships (the TMP Land Partnerships). PacWest agreed to pay up to an additional $300,000 for any deficit capital accounts for these 11 partnerships in exchange for the rights to the General Partners’ distributions; referred to as a “distribution fee” as defined by the Financing Agreement.

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2001

In addition, PacWest agreed to loan and/or secure a loan for the TMP Land Partnerships in the amount of $2,500,000. Loan proceeds are allocated among the TMP Land Partnerships, based on partnership needs, from recommendations made by PacWest, and under the approval and/or direction of the general partners. Portions of these funds were loaned to the Partnership at 12% simple interest beginning April 1, 1998. The borrowings are secured by the Partnership’s properties, and the funds will be loaned, as needed, in the opinion of the General Partners. These funds are not to exceed 50% of the 1997 appraised value of the properties, and will primarily be used to pay for on-going property maintenance, reduction of existing debt, property taxes in arrears, appropriate entitlement costs and Partnership operations.

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

As of March 31, 2001 the TMP Land Partnerships owe PacWest approximately $3,075,000, including advances & interest.

In April 1998, PacWest entered into the Management Agreement with the General Partners to provide the Partnership with overall management, administrative and consulting services. PacWest currently contracts with third party service providers to perform certain of the financial, accounting, and investor relations’ services for the Partnership.

TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2001

On August 17, 1999, Remington entered into a promissory note agreement for a construction loan with a bank. The maximum loan amount was $8,498,000 and accrues interest at 1% per annum in excess of the Index Rate. Interest is payable monthly. This note matured on December 10, 2000. At this date, the bank modified the existing loan removing approximately $1,000,000 from construction loan availability. As of December 31, 2000 the new loan maximum amount is $7,406,000 with a maturity date of June 10, 2001. Interest accrues at a rate of the greater of seven-percent (7%) or two hundred basis points above the Index Rate. The interest rate shall change from time to time as to when the Index Rate changes, but in no event shall the Interest Rate be lower than 7%. As of March 31, 2001 and December 31, 2000, Remington had a principal balance due on the note of $6,395,622 and $4,956,379, respectively. Interest paid for the period and year ended March 31, 2001 and December 31, 2000 was $ 150,517 and $327,443, respectively, and has been capitalized. The Partnership is a guarantor of the promissory note.

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

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:  May 11, 2001

                     TMP LAND MORTGAGE FUND, LTD.
                     A California Limited Partnership


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

                              By:      \s\ William O. Passo
                                    -------------------------------------
                                       William O. Passo, President

                              By:       \s\ Anthony W. Thompson
                                    -------------------------------------
                                    Anthony W. Thompson, Exec. Vice President


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

                              By:      \s\ William O. Passo
                                    -------------------------------------
                                       William O. Passo, Partner

                              By:       \s\ Anthony W. Thompson
                                    -------------------------------------
                                    Anthony W. Thompson, Partner

                              By:       \s\ Scott E. McDaniel
                                    -------------------------------------
                                      Scott E. McDaniel Partner

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

                                 By:      \s\ John A. Fonseca
                                       -------------------------------------
                                          John A. Fonseca, President

As of March 31, 2001 all homes have sold and this project is currently being wrapped up for final dissolution. The Partnership received a $310,000 distribution from the project during the period ended March 31, 2001.

TMP Land Mortgage Fund Inactive 10QSB2001 Q1 Quarterly report (small business)