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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2003

OR

For the transition period from              to             

Commission file number: 1-13563

LASER MORTGAGE MANAGEMENT, INC.

(Exact name of the Registrant as specified in its charter)

c\o Mariner Investment Group, Inc.

780 Third Avenue, 16th Floor, New York, New York 10017

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 758-2024

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

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  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes  ¨    No  x

State the aggregate market value of the voting and non-voting common equity held by non affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second quarter: $10,424,905

Documents Incorporated by Reference

None.

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LASER Mortgage Management, Inc.

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PART I

Items 1. and 2. Business and Properties.

General

LASER Mortgage Management, Inc. (the “Company”) was incorporated in Delaware on May 1, 2001, as a wholly-owned subsidiary of LASER Mortgage Management, Inc., a Maryland corporation (“LASER Maryland”), and is the successor by merger to LASER Maryland. LASER Maryland was incorporated in Maryland on September 3, 1997 and commenced its operations on November 26, 1997. On May 30, 2001, the Company’s Board of Directors and sole stockholder, LASER Maryland, approved the liquidation and dissolution of the Company under the terms and conditions of the Plan of Liquidation and Dissolution, subject to the approval of the Plan of Liquidation and Dissolution by the stockholders of LASER Maryland. On July 27, 2001, the stockholders of LASER Maryland, at the annual meeting, approved the reincorporation of LASER Maryland in Delaware (the “Reincorporation”), through the merger of LASER Maryland with and into the Company, and the subsequent liquidation and dissolution of the Company under the terms and conditions of the Plan of Liquidation and Dissolution. On July 31, 2001, LASER Maryland completed the Reincorporation by merging with and into the Company. As of the effective date of the Reincorporation, LASER Maryland ceased to exist. On August 3, 2001, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware, and the dissolution of the Company was effective upon such filing. The Company has ceased to conduct normal business operations and now operates solely for the purpose of providing for the satisfaction of its obligations, adjusting and winding-up its business and affairs and distributing its remaining net assets. References herein to “LASER” or the “Company” include LASER Maryland prior to the date of the Reincorporation, as applicable.

In accordance with the Plan of Liquidation and Dissolution, receiving the approval of the Delaware Court of Chancery, the Company made distributions of $0.50 and $3.00 per outstanding share of common stock on April 8, 2003 and December 28, 2001, respectively, to stockholders of record as of March 31, 2003 and December 17, 2001, respectively. As of December 31, 2003, the estimated net realizable value of the Company’s net assets in liquidation was $0.86 per share. After providing for expenses and subject to court approval, the Company expects to distribute the remaining net assets in liquidation before the end of the 2004 fiscal year, in accordance with the timing set forth in the Plan of Liquidation and Dissolution. The total amount of distributions to stockholders is subject to change based on numerous factors, including operating expenses, the Delaware Court of Chancery modifying the distribution amounts and timing currently envisioned by the Board of Directors under the Plan of Liquidation and Dissolution, unanticipated claims or expenses, as well as other factors beyond the control of the Company.

At its inception, the Company elected to be taxed as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 1997. The Company qualified as a REIT for the taxable years ended December 31, 1997 through 2001. The Company did not qualify as a REIT for the year beginning January 1, 2002. See “—Federal Income Tax Considerations.”

As described above, stockholders approved the Plan of Liquidation and Dissolution of the Company on July 27, 2001. As a result, the Company adopted liquidation basis accounting on July 28, 2001. Prior to July 28, 2001, the Company’s operating results were presented in accordance with historical cost (or going concern) basis accounting. Under liquidation basis accounting, the Company’s income, expenses and other comprehensive income are reported as changes in net assets in liquidation in lieu of a statement of operations and comprehensive income. Additionally, under liquidation basis accounting, the Company’s assets are carried at their estimated net realizable values and the Company’s liabilities are reported at their expected settlement amounts in a statement of net assets in liquidation in lieu of a balance sheet.

The Company has conducted its operations so as not to become regulated as an “investment company” under the Investment Company Act of 1940 (the “Investment Company Act”). As a result of applicable provisions

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of the Investment Company Act, the Company will not engage in any transactions except those which are “merely incidental to its dissolution” so as to avoid having to register as an “investment company” under the Investment Company Act.

Properties

The Company’s executive offices are located within the offices of Mariner Investment Group, Inc. (“Mariner Investment Group”) at 780 Third Avenue, 16th Floor, New York, NY 10017.

Prior Investment Strategy

The Company was organized to create and manage an investment portfolio of primarily mortgage-backed securities and mortgage loans that, in combination with financing and hedging activities, would generate income for distribution to its stockholders while preserving the Company’s capital base. The mortgage-backed securities included mortgage pass-through certificates, collateralized mortgage obligations, other securities representing interests in, or obligations backed by, pools of mortgage loans and mortgage derivative securities (collectively, the “Mortgage Securities”). The mortgage loans were secured by first or second liens on single-family residential, multi-family residential, commercial or other real property (the “Mortgage Loans” and, together with the Mortgage Securities, the “Mortgage Assets”).

The Company maintained a portfolio at its peak of approximately $3.8 billion of Mortgage Assets in June 1998. From June 1998 through March 2000, the Company delivered its portfolio by selling certain securities and repaying borrowings in an attempt to reduce the portfolio’s susceptibility to basis and interest rate risk and to create additional liquidity. In November 1999, the Company announced that its Board of Directors authorized management to conduct a competitive sale of its less liquid portfolio assets as part of its ongoing program to reduce the volatility of the Company’s assets.

In order to maximize stockholder value, the Board of Directors continuously reviewed the Company’s strategic position and its short-term and long-term prospects. The Board of Directors determined that adverse developments in the markets for mortgage-backed securities, REIT stocks in general and the Company’s shares in particular made it more difficult for the Company to enhance stockholder value by growing its business as an independent entity and that the Company would continue to experience difficulties in obtaining new debt or equity financing at a reasonable cost. Therefore, the Board of Directors unanimously agreed in April 2001 that the liquidation and dissolution of the Company was the best alternative available to maximize stockholder value.

From time to time before the adoption by the stockholders of the Plan of Liquidation and Dissolution, the Company received inquiries from third parties concerning a possible acquisition of the Company or its outstanding shares of common stock. Some of those inquiries concerned a possible acquisition only after an initial liquidating distribution had been made to stockholders. None of those inquiries resulted in a transaction proposal that the Board of Directors viewed as being as favorable to stockholders as the liquidation and dissolution of the Company.

During 2002, in connection with its liquidation and dissolution, the Company completed the liquidation of its portfolio of Mortgage Assets that were not previously determined to be other-than-temporarily impaired and repaid all of the leverage financing used to maintain its portfolio.

Management Arrangements

From November 1, 1999 to November 1, 2001, Mariner Mortgage Management, L.L.C. (“Mariner”) served as the external manager of the Company and was responsible for the day-to-day management of the Company’s investments and operations. Under the management agreement then in effect, Mariner became entitled to be paid an incentive fee on the date on which the Board of Directors adopted resolutions approving the liquidation and dissolution. Pursuant to the terms of the management agreement, an incentive fee of $1,219,285 was paid to Mariner on May 1, 2001. Mariner was not entitled to receive any other fee in connection with the Plan of Liquidation and Dissolution. In accordance with the terms of the management agreement, Mariner continued to receive its base management fee of $50,000 per month until the termination of the management agreement on November 1, 2001. For

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the period from January 1, 2001 through July 27, 2001, the Company incurred base management fees of $350,000 and for the period from July 28, 2001 through December 31, 2001, the Company incurred base management fees of $150,000.

Other than the $1,219,285 incentive fee paid to Mariner as described above, no incentive fees were paid to Mariner at any time.

Upon the termination of the management agreement on November 1, 2001, the Company became self managed and entered into employment agreements with William J. Michaelcheck, the President and Chief Executive Officer of the Company, and Charles R. Howe, II, the Vice President, Treasurer and Secretary of the Company, each at a salary of $10,000 per month. Effective October 1, 2002, the employment agreement with Mr. Howe was amended to reduce his salary to $5,000 per month. Messrs. Michaelcheck and Howe previously were responsible for managing the Company’s portfolio at Mariner and continue to have significant responsibilities at Mariner.

On November 1, 2001, the Company also entered into a support services agreement with Mariner Investment Group, an affiliate of Mariner, under which Mariner Investment Group will provide the Company with office space and services, bookkeeping and accounting services and such other services as may be agreed upon from time to time by the Company and Mariner Investment Group for a fee of $30,000 per month. Effective July 1, 2002, the fee under the support services agreement was reduced to $20,000 per month.

All of the management arrangements discussed above have been ratified and approved by the Compensation Committee of the Board of Directors.

Federal Income Tax Considerations

Taxation of the Company

At its inception, the Company elected to be taxed for federal income tax purposes as a REIT under the REIT Provisions of the Code. As such, the Company generally was entitled to a deduction for all dividends it paid to its stockholders for a taxable year. As a result, the Company was not subject to federal income taxation with respect to its distributed income. Because less than 75% of the Company’s gross income for the 2002 taxable year derived from real estate sources prescribed in the Code, the Company did not qualify as a REIT for the year beginning January 1, 2002.

For any taxable year in which the Company does not qualify as a REIT, the Company would be subject to federal income tax at corporate rates (including any applicable alternative minimum tax) with respect to gains from liquidating sales of assets and income from operations for that year and for subsequent taxable years. In addition, the Company may no longer deduct dividends paid to stockholders in computing its income. Any corporate level taxes generally would reduce amounts available for distribution by the Company.

Revenue Procedure 99-17 provided securities and commodities traders with the ability to elect mark-to-market treatment for 1998 by including a statement with their timely filed 1998 tax return. The election applies for all future years as well unless revoked with the consent of the Internal Revenue Service (the “IRS”). The Company elected mark-to-market treatment as a securities trader, and, accordingly, recognizes gains and losses prior to the actual disposition of its securities. Moreover, some if not all of these constructive gains and losses, as well as some if not all gains or losses from actual dispositions of securities, for both 1998 and beyond, are being treated as ordinary in nature, and not capital, as they would be in the absence of this election. There is no assurance, however, that the Company’s election will not be challenged on the ground that it was not in fact a trader in securities, or that it was only a trader with respect to some, but not all, of its securities. As such, there is a risk that the Company will be limited in its ability to recognize certain losses.

The Company believes that during 1999 it experienced an “ownership change” within the meaning of Section 382 of the Code. Consequently, the Company’s use of net operating losses (“NOLs”) generated before the ownership change to reduce taxable income after the ownership change will be subject to limitations under Code Section 382. Generally, Code Section 382 limits the use of NOLs in any year to the value of the Company’s common stock on the date of the ownership change multiplied by the long-term tax-exempt rate (published by the IRS) with respect to that date.

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Tax Consequences of Liquidating Distributions to Stockholders

The Company has been advised that the distributions of proceeds of sales of assets to stockholders pursuant to the Plan of Liquidation and Dissolution should be treated as distributions in a complete liquidation. In this case, distributions should not be treated as dividends received by a stockholder, but rather as if the stockholder had sold its shares. Also in this case, a stockholder should recognize gain or loss with respect to each share held by the stockholder, measured by the difference between:

If a stockholder holds blocks of shares acquired at different times or at different costs, each liquidating distribution would be allocated ratably among the various blocks of shares, and gain or loss would be computed separately with respect to each block of shares.

Gain or loss recognized by a stockholder would be capital gain or loss if the shares are held by the stockholder as capital assets. Capital gain or loss would be long-term if the shares were held for more than 12 months. Corporate stockholders may deduct capital losses in the year recognized only to the extent of capital gains recognized during such year. Unused capital losses of a corporation may generally be carried back three years and forward for five years, but may not be carried to any year in which they would create or increase a net operating loss. Individual stockholders may deduct capital losses each year to the extent of their capital gains, plus $3,000. Any unused capital loss may be carried forward indefinitely by individual taxpayers until the individual recognizes sufficient capital gains to absorb them or recognizes such losses at the rate of up to $3,000 per year. Capital losses may not be carried back by an individual.

The liquidation and dissolution will result in more than one liquidating distribution to the stockholders. Each liquidating distribution would be first applied against the adjusted tax basis of each of a stockholder’s shares and gain would be recognized with respect to a share only after an amount equal to the adjusted tax basis of such share has been fully recovered. Any losses with respect to a share could be recognized by a stockholder only after the Company has made its final distribution, if any, or after the last substantial liquidating distribution was determinable with reasonable certainty. As a consequence of the foregoing, stockholders that would realize losses under the Plan of Liquidation and Dissolution would likely be prevented from recognizing such losses until the receipt of the final distribution.

Stockholders should consult their own tax advisors regarding the U.S. federal income tax consequences to them of receiving liquidation distributions.

Tax Consequences of Liquidating Distributions to Non-United States Stockholders

Because liquidating distributions pursuant to the Plan of Liquidation and Dissolution should be treated as paid in exchange for a stockholder’s shares and not as dividends, no withholding on liquidating distributions should generally be required.

Although the Company will not be required to withhold against liquidating distributions to any non-U.S. stockholder (the term “non-U.S. stockholder”, as used herein, refers to a stockholder that is not a “U.S. person” as defined in Section 7701(a)(30) of the Code), a non-U.S. stockholder nevertheless will be subject to U.S. federal income tax with respect to liquidating distributions under the following circumstances. First, if a non-U.S. stockholder’s investment in the Company’s shares is effectively connected with the non-U.S. stockholder’s U.S. trade or business, the non-U.S. stockholder generally will be subject to the same treatment as U.S. stockholders with respect to liquidating distributions, and if the non-U.S. stockholder is a corporation, it may also be subject to the

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branch profits tax. Second, if the non-U.S. stockholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year in which the liquidating distributions are received and certain other conditions apply, the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains.

Non-U.S. stockholders should consult their own tax advisors regarding the U.S. federal income tax consequences to them of receiving liquidating distributions.

Information Reporting Requirements and Backup Withholding

The Company reports to its U.S. stockholders and to the IRS the amount of distributions paid during each calendar year, and the amount of tax withheld, if any. Under the backup withholding rules, a stockholder may be subject to backup withholding at the rate of 30% with respect to distributions paid unless such holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or (ii) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules. A stockholder who does not provide the Company with his correct taxpayer identification number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the stockholder’s income tax liability. The Treasury Department has issued regulations regarding the backup withholding rules as applied to non-U.S. stockholders that unify and tighten current certification procedures and forms and clarify reliance standards.

State and Local Taxes

The Company and its stockholders may be subject to state and local tax in various states and localities, including those states and localities in which it or they transact business, own property, or reside. The state and local tax treatment of the Company and its stockholders in such jurisdictions may differ from the federal income tax treatment described above. Consequently, stockholders should consult their own tax advisors regarding the effect of state and local tax laws on their ownership of the Common Stock.

Employees

The Company currently has two employees. Mariner Investment Group provides various support services to the Company pursuant to a support services agreement described in “—Management Arrangements” above.

Item 3. Legal Proceedings.

On October 23, 2000, the Company filed suit in federal court in the Southern District of New York against Asset Securitization Corporation (“ASC”), Nomura Asset Capital Corporation (“Nomura Asset”) and Nomura Securities International, Inc. (“Nomura”), alleging that the defendants defrauded the Company into purchasing over $19.0 million worth of mortgage pass-through certificates by failing to disclose among other things, that one of largest loans in the mortgage pool was seriously troubled. On December 8, 2000, the defendants filed a motion to dismiss the action. On September 5, 2001, defendants’ motion to dismiss the action was granted with respect to the claims brought under Sections 12(a)(2) and 15 of the Securities Act of 1933 and denied with respect to the common law fraud claims and claims brought under Sections 10(b) and 20(a) of Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On February 4, 2003, the Company withdrew the lawsuit and all claims were dismissed with prejudice and without costs.

In accordance with the Plan of Liquidation and Dissolution, receiving the approval of the Delaware Court of Chancery, the Company made distributions of $0.50 and $3.00 per outstanding share of common stock on April 8, 2003 and December 28, 2001, respectively, to stockholders of record as of March 31, 2003 and December 17, 2001, respectively.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

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Executive Officers of the Registrant

The Company’s executive officers are as follows:

The Company’s officers are elected by the Board of Directors and serve at the discretion of the Board of Directors.

William J. Michaelcheck has been the President and Chief Executive Officer of the Company since November 1999 and the Chairman and sole member of Mariner since its inception in October 1999. Mr. Michaelcheck has been the Chairman and sole stockholder of Mariner Investment Group since 1992. Formerly, he was Executive Vice President of the Bear Stearns Companies Inc. and a Senior Managing Director of Bear, Stearns & Co. Inc., where he was co-head of the Fixed-Income Department and also responsible for a large segment of the firm’s trading activities and risk management. Mr. Michaelcheck joined Bear Stearns in 1979 as co-creator of the Government Bond Department, becoming a General Partner in 1981 and a Senior Managing Director when Bear Stearns became a publicly-held corporation. He was named Executive Vice President in 1987, and served on the firm’s Executive Committee and Management and Compensation Committee until leaving Bear Stearns in October 1992.

Charles R. Howe, II has been the Chief Financial Officer, Treasurer and Secretary of the Company since January 2000 and the Chief Financial Officer of Mariner since its inception and of Mariner Investment Group for more than five years.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

The New York Stock Exchange (“NYSE”) announced on May 15, 2002, that, as a consequence of the Company’s adoption of the Plan of Liquidation and Distribution, it would take action to delist the Company’s common stock. The Company did not challenge the NYSE’s actions and the NYSE suspended trading in the common stock on May 24, 2002. The common stock of the Company trades on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “LSMM.OB”. The following table sets forth, for the periods indicated, the range of high and low bid information on the OTCBB or the high and low sales prices per share of common stock as reported on the NYSE composite tape and the cash dividends and distributions declared per share. The OTCBB quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

As of March 3, 2004, the Company had 14,038,983 shares of Common Stock issued and outstanding which were held by 34 holders of record.

Future Distributions

As of December 31, 2003, the estimated net realizable value of the Company’s net assets in liquidation was $0.86 per share. After providing for expenses and subject to court approval, the Company expects to distribute the remaining net assets in liquidation before the end of the 2004 fiscal year, in accordance with the timing set forth in the Plan of Liquidation and Dissolution. The total amount of distributions to stockholders is subject to change based on numerous factors, including operating expenses, the Delaware Court of Chancery modifying the distribution amounts and timing currently envisioned by the Board of Directors under the Plan of Liquidation and Dissolution, unanticipated claims or expenses, as well as other factors beyond the control of the Company.

Item 6. Selected Financial Data.

The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and all of the financial statements and the notes thereto and other financial information included elsewhere herein.

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