UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 14, 1999
Date of Report (Date of earliest event reported)
Commission File No. 33-39238
TMP LAND MORTGAGE FUND, LTD
(Exact Name of registrant as specified in its charter)
CALIFORNIA 33-0451040
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
801 North Parkcenter Drive, Suite 235
Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
(714) 836-5503
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On April 14, 1999, the Registrant's ultimate General Partner voted to
engage the accounting firm of Swenson Advisors LLP, as the independent public
accountant to audit the Registrant's financial statements for the fiscal year
ending December 31, 1998, to replace the firm of Balser, Horowitz, Frank &
Wakeling, the independent public accountant engaged to audit the Registrant's
financial statements as of December 31, 1997 and 1996, and for each of the years
in the three year period ended December 31, 1997.
Consistent with the Registrant's policies, the Registrant considered
several independent public accountants to audit the Registrant's fiscal year
ending December 31, 1998. The Registrant's General Partner approved the select-
ion of Swenson Advisors LLP.
During the three fiscal years ending December 31, 1997 and the
subsequent interim period preceding the engagement of Swenson Advisors LLP,
there were no disagreements with Balser, Horowitz, Frank & Wakeling on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Balser, Horowitz, Frank & Wakeling would have caused that firm
to make reference in connection with its report to the subject matter of the
disagreement or any reportable events.
Balser, Horowitz, Frank & Wakeling's report on the financial statements
as of December 31, 1997 and 1996, and for each of the years in the three year
period ended December 31, 1997, contained no adverse opinion or disclaimer of
opinion and was not qualified as to uncertainty, audit scope or accounting
principles.
The Registrant requested that Balser, Horowitz, Frank & Wakeling
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. A copy of Balser, Horowitz,
Frank & Wakeling's letter to the Securities and Exchange Commission, dated March
29, 1999, is filed as Exhibit 16 to this Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 14, 1999
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
By: TMP Investments, Inc., as General Partner
/SS/ WILLIAM O PASSO
By: ________________________________
William O. Passo, President
/SS/ ANTHONY W THOMPSON
By: ________________________________
Anthony W. Thompson, Exec. VP
By: TMP Properties, a California General Partnership
as General Partner
/SS/ WILLIAM O PASSO
By: ________________________________
William O. Passo, General Partner
/SS/ ANTHONY W THOMPSON
By: ________________________________
Anthony W. Thompson, General Partner
/S/ SCOTT E MCDANIEL
By: ________________________________
Scott E. McDaniel, General Partner
<PAGE>
EXHIBIT 16
BALSER, HOROWITZ, FRANK & WAKELING
AN ACCOUNTANCY CORPORATION
C E R T I F I E D P U B L I C A C C O U N T A N T S
April 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read TMP Land Mortgage Fund, Ltd.'s statements included under Item 4
of its Form 8-K dated April 14, 1999 and, with respect to matters involving
Balser, Horowitz, Frank & Wakeling, we agree with such statements.
Balser, Horowitz, Frank & Wakeling
BALSER, HOROWITZ, FRANK & WAKELING
An Accountancy Corporation
3000 WEST MACARTHUR BLVD., SUITE 600, SANTA ANA, CALIFORNIA 92704
TELEPHONE (714) 754-1040 o (562) 425-8585 o FAX (714) 754-0362
BRANCH OFFICE: LONG BEACH
