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, 2004
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, 2004 and December 31, 2003, Consolidated Statements of Operations for the three months ended March 31, 2004 and 2003, and Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003.
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, 2004 and 2003 (b) the financial position at March 31, 2004 and (c) the cash flows for the three months ended March 31, 2004 and 2003. Interim results are not necessarily indicative of results for a full year.
The balance sheet presented as of December 31, 2003 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.
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TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Consolidated Balance Sheets
March 31, December 31
2004 2003
(unaudited) __(audited)__
------------ -------------
Assets
-------
Cash $ 417,093 $ 505,088
Prepaid Expenses & Other 0 11,100
Investment in Land, Net 2,010,274 1,999,974
------------- -------------
Total Assets $ 2,427,367 $ 2,516,162
============= =============
Liabilities and Partners' Capital
---------------------------------
Accounts Payable & Other $ 91,869 $ 318,952
Due to Affiliates (Note 5 and 6) 0 0
Franchise Taxes Payable 1,600 1,600
------------- -------------
Total Liabilities 93,469 320,552
------------- -------------
Minority Interests (Note 7) 57,790 75,677
------------- -------------
General Partners (141,243) (135,675)
Limited Partners: 20,000 Equity Units Authorized:
15,715 Units Outstanding 2,417,351 2,255,608
------------- -------------
Total Partners' Capital 2,276,108 2,119,933
------------- -------------
Total Liabilities and Partners' Capital $ 2,427,367 $ 2,516,162
============= =============
See Accompanying Notes to Consolidated Financial Statements
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TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Consolidated Statements of Operations
(unaudited)
Three Months Ended
March 31
2004 2003
------------- -------------
Property Sales $ 0 $ 744,360
Cost of Property Sales (34,285) (626,393)
-------------- -------------
Net (Loss) Income on Property Sales 34,285) 117,967
Income
Interest 2,105 906
Gain on Investment 200,000 250,000
Other 2,400 1,200
------------- -------------
Total (Loss) Income 170,220 370,073
-------------- -------------
Expenses
Accounting & Financial Reporting 5,800 31,630
General & Administrative 347 1,761
Outside Professional Services 5,993 9,820
-
Other 0 0
------------- -------------
Total Expenses 12,140 43,211
------------- -------------
Net (Loss) Income before Minority Interests
& Taxes 158,080 326,862
Minority Interests Gain (Loss) in
Consolidated Affiliates 17,887 (19,683)
State Franchise & Other Taxes (12,590) (14,190)
-------------- -------------
Net (Loss) Income $ 163,377 $ 292,989
============== =============
Allocation of Net (Loss) Income:
General Partners, in the Aggregate: $ 1,634 $ 2,930
============== =============
Limited Partners, in the Aggregate: $ 161,743 $ 290,059
============== =============
Limited Partners, per Equity Unit: $ 10.29 $ 18.46
============== =============
See Accompanying Notes to Consolidated Financial Statements
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TMP LAND MORTGAGE FUND, LTD
A California Limited Partnership
Consolidated Statements of Cash Flows
(unaudited)
Three months Ended
March 31
2004 2003
-------------- --------------
Cash Flows from Operating Activities:
Net (Loss) Income $ 163,377 $ 292,989
Adjustments to Reconcile Net Income to Net
Cash
Provided By Operating Activities:
Minority Interests in Consolidated
Affiliates (17,887) (230,316)
Loss (Gain) on Property Sales 34,285 (117,967)
Changes in Assets and Liabilities:
Decrease in Prepaid Expenses and Other 11,100 336,967
Increase in Property Taxes Payable 0 6,733
Increase in Due to Affiliates 0 773
(Decrease) Increase in Accounts Payable
& Other (227,083) 826,391
-------------- -------------
Net Cash (Used In) Provided By
Operating Activities (36,208) 1,115,570
-------------- -------------
Cash Flows from Investing Activities:
Net Proceeds from Property Sales 0 744,360
Increase in Land Development and
Carrying Costs (44,585) (1,415,737)
-------------- --------------
Net Cash Provided By (Used In)
Investing Activities (44,585) (671,377)
-------------- --------------
Cash Flows from Financing Activities:
Distributions to partners (7,202) (970,362)
-------------- --------------
Net Cash (Used In) Provided By
Financing Activities (7,202) (970,362)
-------------- --------------
Net (Decrease) in Cash (87,995) (526,169)
Cash, Beginning of Period 505,088 785,799
------------- -------------
Cash, End of Period $ 417,093 $ 259,630
============= =============
Supplemental Disclosure of Cash Flow Information:
- -------------------------------------------------
Cash Paid for Taxes $ 12,590 $ 14,190
============= =============
Cash Paid for Interest $ 0 $ 0
============= =============
See Accompanying Notes to Consolidated Financial Statements
5
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
March 31, 2004
(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) and RSJ Builders, LLC (“RSJ”). RSJ was dissolved in 2003 and therefore was not consolidated in the 2004 amounts. 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, income tax expense does include 1) the minimum California franchise tax required to be paid by the Partnership and its consolidated entities is $800 per year per entity and 2) the gross receipts fee for limited liability companies, where applicable.
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 date of the financial statements and revenues and expenses during the reporting period. Actual results
6
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
March 31, 2004
(unaudited)
Note 1 - General and Summary of Significant Accounting Policies (continued)
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.
Recent Authoritative Pronouncements- In September 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This statement requires the classification of gains or losses from the extinguishments of debt to meet the criteria of APB Opinion No. 30 “Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” before they can be classified as extraordinary in the income statement. The rescission of SFAS No. 4 is effective January 1, 2003. The amendment of SFAS No. 13 is effective for transactions occurring on or after May 15, 2002. The adoption of this statement did not have a material effect on the Partnership’s financial position or results of operations. In September 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This statement addresses financial accounting and reporting for costs associated with exit or disposal activities. This statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of this statement are effective for activities that are initiated after December 31, 2002. The adoption of this statement did not have a material effect on the Partnership’s financial position or results of operations.
In November 2002, the FASB issued Interpretation No. 45 (FIN), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, an interpretation of SFAS No. 5, 57 and 107 and rescission of FIN No. 34, which addresses disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that is has issued. Provisions of FIN No. 45 related to recognition and initial measurement are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002. Provisions of FIN NO. 45 related to disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002. The adoption of this statement did not have a material effect on the Partnership’s financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, which establishes standards of how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity for purposes of the issuer’s statement of financial position. Provisions of SFAS No. 150 are (i) effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the
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TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
March 31, 2004
(unaudited)
Note 1 - General and Summary of Significant Accounting Policies (continued)
first interim period beginning after September 15, 2003, and (ii) to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. The adoption of this statement did not have a material effect on the Partnership’s financial position or results of operations.
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.
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.
8
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
March 31, 2004
(unaudited)
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.
On July 5, 2001 distributions of approximately $5,000 and $500,000 were made to the General Partners and limited partners, respectively, as a return of capital. On May 16, 2002 distributions of $13,867 and $1,386,848 were made to the General Partners and limited partners, respectively, as a return of capital. On January 17, 2003 distributions of $9,704 and $960,658 were made to the General Partners and limited partners, respectively, as a return of capital. On September 15, 2003 distributions of $7,202 and $713,016 were made to the General Partners and limited partners, respectively, as a return of capital. On December 2, 2003 distributions of $13,868 and $1,386,850 were made to the General Partners and limited partners, respectively, as a return of capital.
Note 5 - Related Party Transactions
A distribution to the Partnership by Remington of $1,000,000 was made during the year ended December 31, 2002 of which a 3% participation fee ($30,000) was paid to PacWest, a related party, in accordance with the Management Agreement. In addition, based on the sale of the Sun City property in April 2002 for $2,025,000 PacWest is due a 13% participation fee in accordance with the Management Agreement. However, based on the issuance of a deed of trust to the Partnership (see Note 8) only a portion ($39,498) of the total participation fee ($286,977) was paid during the year ended December 31, 2002. In addition an additional $29,508 was paid on January 30, 2003. The remaining fee of $217,971 was received on November 17, 2003 when the Note Receivable (see Note 8) was paid off.
See Note 2 regarding information on management of the Partnership during 2004.
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TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
March 31, 2004
(unaudited)
Note 6 - Agreements with PacWest
In April 1998, the General Partners entered into the Financing Agreement with PacWest Inland Empire, LLC (“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 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.
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. Effective August 1, 2001, 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
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TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
March 31, 2004
(unaudited)
Note 6 - Agreements with PacWest (continued)
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.
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.
Note7 - 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 developed the property, has recorded a gain equal to the fair value of 75% of the assets contributed to the joint venture by the Partnership. During the year ended December 31, 2002, Remington made a distribution to the Partnership of $1,000,000. During the year ended December 31, 2003, Remington made two distributions to the Partnership totaling $1,750,000. The Partnership has recognized a net Gain on Investment of $237,500 and $250,000, respectively as a result of these distributions for the year ended December 31, 2003 and 2002. In May 2004, Remington made a distribution to the Partnership totaling $200,000 which is recorded on the accompanying Consolidated Income Statement for the period ended March 31, 2004 as a Gain on Investment.
11
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2004
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 for the fiscal years ended December 31, 2003.
The Partnership’s management believes that inflation has not had a material effect on the Partnership’s results of operations.
During the three month periods ended March 31, 2004 and 2003, $2,105 and $906 of interest income was earned, respectively. Remington had Lot Sales to Centex of $744,360 during the three month period ended March 31, 2003. The Partnership recognized a gain on investment of $250,000 as a result of distributions from Remington during the three-month period ended March 31, 2003 (see Note 7). ). In May 2004, Remington made a distribution to the Partnership totaling $200,000 which is recorded on the accompanying Consolidated Income Statement for the period ended March 31, 2004 as a Gain on Investment.
Total expenses for the three month period ended March 31, 2004 compared with the three month period ended March 31, 2003, decreased by $31,071 due to a decrease in Accounting & Financial Reporting of $25,830, $3,827 in Outside Professional Services and $1,414 in General & Administrative.
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TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2004
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2004, the Partnership had cash on hand of $417,093. Operations for the three-month period ended March 31, 2004 utilized cash of $36,208. Investing activities utilized cash of $44,585 relating to the payment of certain land development and carrying costs. Financing activities utilized cash of $7,202 related to payments of distributions to partners.
Operations for the three-month period ended March 31, 2003 provided cash of $1,115,570. Investing activities utilized cash of $671,377. Investing Activities include proceeds from property sales of $744,360. These sales proceeds are offset by increases in land development and carrying costs of $1,415,737. Financing activities utilized cash of $970,362 related to the distribution of funds to the partners.
The Partnership had one property (“Sunset Crossing”) in Banning as of March 31, 2004 that is in escrow for an all cash offer of $2,750,000. The buyer was in the due diligence period which expired April 6, 2004. In accordance with the sale agreement, if at the end of the due diligence period, the buyer proceeds with the purchase of the property, the buyer is to deposit a total of $105,000 into escrow which is to be released to the Partnership and applicable to the purchase price. On April 13, 2004 the Partnership received $100,000 relating to this sale. The escrow is scheduled to close December 10, 2004. The Partnership does not intend to acquire any additional properties. Upon the sale of the “Sunset Crossing” property in Banning, the Partnership intends to distribute the sales proceeds and dissolve the Partnership.
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 matter.
13
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
March 31, 2004
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 20, 2004
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