<PAGE>


                     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, 2000
                           Commission File No. 0-19916

                            TMP INLAND EMPIRE V, LTD
                        A CALIFORNIA LIMITED PARTNERSHIP
           (Name of small business issuer as specified in its charter)


CALIFORNIA                                               33-0368324
(State or other jurisdiction of         (I.R.S.  Employer Identification No.)
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


<PAGE>



PART I  - FINANCIAL INFORMATION

Item 1.           Financial Statements

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

Balance  Sheets  as of March 31,  2000 and  December  31,  1999,  Statements  of
Operations  for the three  months ended March 31, 2000 and 1999,  Statements  of
Cash Flows for the three months ended March 31, 2000 and 1999.

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, 2000 and 1999 (b) the financial
position at of March 31, 2000 and (c) the cash flows for the three  months ended
March 31, 2000 and 1999.  Interim  results  are not  necessarily  indicative  of
results for a full year.

The balance  sheet  presented  as of December 31, 1999 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.
                                       2

<PAGE>
<TABLE>
<CAPTION>


                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                                 Balance Sheets
                                             March 31,         December 31,
                                               2000                1999
                                           (unaudited)
                                           -----------         ------------
                                     Assets
<S>                                       <C>                  <C>
Cash                                      $      4,921         $     2,552
Note Receivable (Note 8)                        18,731              27,303
Prepaid Expenses                                   730                 730
Investment in Unimproved Land, net(Note 1)   4,954,031           4,931,409
                                          ------------         ------------

     Total Assets                         $  4,978,413         $ 4,961,994
                                          ============        ============

                                          Liabilities and Partners Capital

Accounts Payable & Accrued Expenses       $      5,253       $       1,985
Due to Affiliates (Note 5 and 6)               457,985             418,118
Property Taxes Payable (Note 9)                161,817             148,135
Franchise Tax Payable                            1,600                 800
Commission Payable to Affiliate (Note 6)         5,400               5,400
Note Payable (Note 7)                          125,000             125,000
                                          ------------        ------------

   Total Liabilities                           757,055             699,438

General Partners                               (46,967)            (46,555)
Limited Partners: 10,000 Equity Units
  Authorized and Outstanding                 4,268,325           4,309,111
                                          ------------        ------------


   Total Partners Capital                    4,221,358           4,262,556
                                          ------------        ------------

   Total Liabilities and Partners Capital $  4,978,413         $ 4,961,994
                                          ============        ============
</TABLE>













                 See Accompanying Notes to Financial Statements
                                       3

<PAGE>
<TABLE>
<CAPTION>



                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                Three Months Ended
                                            March 31           March 31
                                              2000               1999
                                              -----------------------

Income
<S>                                        <C>              <C>
     Interest                              $        428     $    1,310
                                           ------------     ----------

Total Income                                        428          1,310
                                           ------------     ----------

Expenses

     Accounting & Financial Reporting            16,046          8,910
     Outside Professional Services                9,690          5,884
     General  & Administrative                    3,808          5,075
     Interest                                    11,282          8,469
                                           ------------     ----------

Total Expenses                                   40,826         28,338
                                           ------------     ----------

Loss Before Taxes                               (40,398)       (27,028)

     State Franchise Tax                            800            800
                                           ------------     -----------


Net Loss                                   $    (41,198)    $  (27,828)
                                           ============     ===========


Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:   $       (412)    $     (278)
                                           ============     ===========

     Limited Partners, in the Aggregate:   $    (40,786)    $  (27,550)
                                           ============     ===========

     Limited Partners, per Equity Unit:    $      (4.08)    $    (2.75)
                                           ============     ===========
</TABLE>













                 See Accompanying Notes to Financial Statements
                                       4
<PAGE>
<TABLE>
<CAPTION>

                            TMP INLAND EMPIRE V, LTD
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (unaudited)



                                                      Three Months Ended
                                                    March 31           March 31
                                                      2000               1999
                                                    --------------------------

Cash Flows from Operating Activities:
<S>                                                <C>               <C>
Net Loss                                           $    (41,198)      $ (27,828)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided By Operating Activities:
     Increase in Due to Affiliates                       39,867          41,016
     Decrease (Increase) in Prepaid Expenses                  0           3,268
     (Decrease) Increase in Accrued Expenses              3,268            (791)
     Increase in Franchise Tax Payable                      800               0
     Increase in Property Taxes Payable                  13,682          13,322
                                                   ------------      -----------

       Net Cash Provided By Operating Activities         16,419          28,987

Cash Flows from Investing Activities:

     Increase in Investment in Unimproved Land          (22,622)        (31,697)
                                                   -------------     -----------
       Net Cash Used In Investing Activities            (22,622)        (31,697)

Cash Flows from Financing Activities:

     Payments received from Note Receivable               8,572           9,960
                                                   ------------      -----------

        Net Cash Provided By financing activities         8,572           9,960
                                                   ------------      -----------

Increase (Decrease) in Cash                               2,369           7,250

Cash, Beginning of Period                                 2,552             445
                                                   ------------      -----------

Cash, End of Period                                $      4,921      $    7,695
                                                   ============      ===========

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Taxes                                $          0      $      800
                                                   ============      ===========

Cash Paid for Interest                             $     47,730      $    4,062
                                                   ============      ===========
</TABLE>


                                       5
<PAGE>

                            See Accompanying Notes to
                            Financial Statements TMP
                              INLAND EMPIRE V, LTD.

                        A California Limited Partnership

                        Notes to the Financial Statements
                                 March 31, 2000
                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies

General - TMP Inland Empire V, Ltd. (the  Partnership)  was organized in 1989 in
accordance with the provisions of the California Uniform Limited Partnership Act
for the purpose of  acquiring,  developing  and  operating  real property in the
Inland Empire area of Southern California.

Accounting  Method  - The  Partnership's  policy  is to  prepare  its  financial
statements on the accrual basis of accounting.

Investment in Unimproved  Land - Investment in unimproved  land is stated at the
lower of cost or fair value.  All costs  associated  with the  acquisition  of a
property are capitalized.  Additionally,  the Partnership capitalizes all direct
carrying costs (such as interest  expense and property  taxes).  These costs are
added to the cost of the  properties  and are deducted  from the sales prices to
determine gains, if any, when properties are sold.

Syndication Costs - Syndication costs (such as commissions,  printing, and legal
fees)  totaling  $1,081,818  represent  costs  incurred  to raise  capital  and,
accordingly, are recorded as a reduction in partners' capital (see Note 3).

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

Concentration  - All unimproved  land parcels held for investment 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  condition  in that
geographical  area. 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.

Income  Taxes - The entity is treated as a  partnership  for income tax purposes
and  accordingly  any  income  or loss is  passed  through  and  taxable  to the
individual partners. Accordingly, there is no provision for federal income taxes
in the  accompanying  financial  statements.  However,  the  minimum  California
Franchise Tax payable annually by the Partnership is $800.


                                        6

<PAGE>


                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements

                                 March 31, 2000
                                   (Unaudited)

Note 2 - Organization of the Partnership

The Partnership was originally formed with TMP Properties (A California  General
partnership) and TMP Investments, Inc. (A California Corporation) as 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  originally  acquired ten separate  parcels of unimproved  real
property in Riverside and San Bernardino  Counties,  California.  The properties
were  to  be  held  for  investment,  appreciation,  and  ultimate  sale  and/or
improvement of all or portion  thereof,  either alone or in  conjunction  with a
joint venture partner. A portion of one parcel was sold in 1992 and the proceeds
were retained for working  capital.  During 1993, the Partnership  foreclosed on
property underlying a note receivable and subsequently sold the property. During
1995,  the  Partnership  sold a portion of one  parcel  and  received a note for
$141,000.

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  offered  for sale  10,000  units at $1,000  each to  qualified
investors.  As of December  31,  1990,  all 10,000 units had been sold for total
limited partner  contributions of $10,000,000.  There have been no contributions
made by the  General  Partners  since its  formation.  As  described  in Note 1,
syndication costs have been recorded as a reduction in partners' capital.

Note 4 - Allocation of Profits, Losses and Cash Distributions

Profits,  losses, and cash distributions are allocated 99 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 six percent per annum based on their adjusted  capital
account  balances.   At  that  point,   remaining   profits,   losses  and  cash
distributions are allocated 85 percent to the limited partners and 15 percent to
the General Partners. There were no distributions in 2000 or 1999.
                                       7
<PAGE>

                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                 March 31, 2000
                                   (Unaudited)

Note 5 - Agreements with PacWest Inland Empire, LLC  (PacWest)

In March 1998,  the General  Partners  entered into an agreement  (the Financing
Agreement) with PacWest, a Delaware Limited Liability  Company,  whereby PacWest
paid a  total  of  $300,000  to the  General  Partners  and  ten  other  related
partnerships (the TMP Land Partnerships).  In addition, 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.

In  addition,  PacWest has agreed to loan and/or  secure a loan for 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, back property taxes and appropriate entitlement costs.

As of March 31, 2000 the TMP Land  Partnerships  have been funded  approximately
$2,981,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships is not limited to a
maximum of $2,500,000.

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.  PacWest  will  charge a fee for its
administrative services equal to an amount
                                       8

<PAGE>


                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                 March 31, 2000
                                   (Unaudited)

not to exceed  the  average  reimbursements  to the  General  Partners  for such
services  over the past five years.  As of March 31, 2000 and December 31, 1999,
the  Partnership  has  a  payable  of   approximately   $457,985  and  $418,118,
respectively,  including interest,  due to PacWest related to the aforementioned
agreements.

Note 6 - Related Party Transactions

Syndication  costs  (see  Notes  1  and  3)  netted  against  partners'  capital
contributions  include $1,000,000 of selling  commissions paid in prior years to
TMP Capital Corp. for the sale of partnership  units of which a portion was then
paid to unrelated  registered  representatives.  William O. Passo and Anthony W.
Thompson were the  shareholders of TMP Capital Corp. until October 1, 1995, when
they sold their shares to TMP Group, Inc.

Investment in  unimproved  land  includes  acquisition  fees of $617,562 paid in
prior years to TMP Properties, TMP Investments,  Inc., and the general partners,
for services rendered in connection with the acquisition of the properties.

At March 31, 2000,  $5,400 is payable to Regal Realty, a company wholly owned by
Scott E. McDaniel,  for services  rendered relating to sales of properties prior
to 1990. Mr. McDaniel is a partner of TMP Properties and he was a shareholder of
TMP Investments,  Inc. until September 1993 when he sold his shares to Mr. Passo
and Mr.  Thompson.  Ultimate payment of this amount is contingent on the limited
partners  receiving  an  amount  equal to  their  capital  contributions  plus a
cumulative,  non-compounded  return  of 6% per annum on their  adjusted  capital
contributions. As of March 31, 2000 the limited partners had not received and do
not expect to receive such a return and  therefore  this amount is not currently
due.

Approximately  $7,000  of  property  service  fees  were  paid by an  affiliated
partnership,  TMP Inland Empire VI, Ltd. on behalf of the Partnership during the
six-month  period  ended  June 30,  1999.  This  amount  was  reimbursed  by the
Partnership in August 1999.

See Note 5 regarding information on management of the Partnership during 2000.
                                       9

<PAGE>


                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                 March 31, 2000
                                   (Unaudited)

Note 7 - Note Payable

The Partnership  borrowed $125,000 from a private mortgage company.  The note is
secured  by a deed of trust  on a parcel  of land  owned by the  Partnership  in
Victorville,  California.  The note was  originally  due on August 1, 1999.  The
Partnership paid an extension fee of approximately $5,400 to extend the due date
of the note until August 1, 2002.  The interest rate was reduced from 13% to 12%
per annum and is  payable  in monthly  installments  of $1,250.  As of March 31,
2000,  $64,739  of  interest  has been paid and  capitalized  to  investment  in
unimproved land.

Note 8 - Note Receivable

The  Partnership  sold a parcel of land in 1995 and as part of the sale proceeds
received a note for $141,000.  The note is secured by a deed of trust and is due
in September 2000. Interest accrues at 7 percent per annum, and monthly payments
of principal and interest of $3,000 began in August 1996. During the three month
period ended March 31, 2000, approximately $428 of interest was received on this
note receivable.

Note 9 - Property Taxes Payable

A portion of the property  taxes payable of $161,817  relates to property  taxes
due for various  periods from 1994 to 1997 for which the Partnership has entered
into a payment  plan.  The plan calls for a payment to be paid in April 2000 and
for three  payments  in April in  subsequent  years.  The  additional  liability
relates  to  current  property  taxes  that  are  due  to be  paid  April  2000.
Approximate amounts due on the payment plan are as follows:

<TABLE>
<S>                                          <C>
       April 10, 2000                        $ 62,773
       April 10, 2001                          28,454
       April 10, 2002                          28,454
       April 10, 2003                          28,454
                                              -------
                                             $148,135
                                             ========
</TABLE>

These  amounts will increase  annually as interest  accrues at a monthly rate of
1.5% on the remaining balance.
                                       10

<PAGE>



                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                                 March 31, 2000


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.

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
financial  statements  and  notes  thereto  and with the  Partnership's  audited
financial  statements  and notes thereto for the fiscal year ended  December 31,
1999.

During the period from inception  (November 16, 1989) through December 31, 1990,
the  Partnership  was  engaged  primarily  in  the  sale  of  Units  of  Limited
Partnership  Interest ("Units") and the investment of the subscription  proceeds
to purchase parcels of unimproved real property.
                                       11

<PAGE>


                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                                 March 31, 2000

The Partnership  revenues during the fiscal years ended December 31,  1996-1999,
consisted  primarily of interest  income earned on funds held,  note  receivable
interest payments and interest income from the forfeiture by potential buyers of
non-refundable escrow deposits.

In 1995, the Partnership  sold 29 acres of the  "Victorville  40" property for a
loss of $561,841. The sale generated cash of $69,327 and a note for $141,000. In
addition,  a nominal  amount of interest  income was earned on funds held during
1995.

The Partnership  recognized a loss in 1996 due to the write-down in value of the
Partnership  land.  The decline in land value was due mainly to the  downturn in
Southern California's real estate market.

The  Partnership's  management  believes  that  inflation has not had a material
effect on the Partnership's results of operations or financial condition.

Fiscal Quarters Ended March 31, 2000 and 1999

Partnership  revenues  during the  three-month  periods ended March 31, 2000 and
1999 consisted  primarily of interest income. No properties were sold during the
periods presented.

Investing  activities  for the three  months  ended March 31, 2000 and 1999 used
approximately  $23,000  and  $32,000  of  cash,  respectively;   mainly  to  pay
development  and  carrying  costs of the land  held  for  investment.  Financing
activities  for the  three  months  ended  March  31,  2000  and  1999  provided
approximately $8,500 and $10,000, respectively from the payments received on the
note receivable.

Total expenses for the three months ended March 31, 2000 compared with the three
months ended March 31, 1999, increased by approximately $12,000 due primarily to
increases in Accounting & Financial Reporting, Outside Professional Services and
Interest Expense. Interest Expense increased by $2,813 pursuant to the Financing
Agreement  with  PacWest  entered  into April 1, 1998.  Accounting  &  Financial
Reporting increases are directly related to the timing and the costs incurred to
prepare  audit  and  file  the   appropriate   financial   information  for  the
Partnership.  In accordance  with the  Management  Agreement,  reimbursement  of
certain outside consultant expenses charged to the Partnership by PacWest,  were
incurred during the three-month  period ended March 31, 2000 and not in the same
period ended March 31, 1999. These charges amounted to approximately  $3,300 and
are primarily  responsible for the increase in Outside Professional  Services of
$3,806.
                                       12

<PAGE>



                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                                 March 31, 2000

Due to Affiliates  increases as the  Partnership  pays its' operating  costs. As
discussed above, and pursuant to the Financing Agreement,  all funds required to
pay for operating costs are received from PacWest.

The Partnership had nine properties as of March 31, 2000 that are being held for
appreciation and resale. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds,  less any reserves  needed for operations,  to
the partners.

Liquidity and Capital Resources

The Partnership has raised a total of $8,918,182, net of syndication costs, from
the sale of Units.  During the period from inception  through December 31, 1995,
the Partnership  acquired a total of fourteen properties for all cash at a total
expenditure of $8,891,712.  The Partnership capitalized the acquisition costs of
the property and direct carrying costs, such as interest and property taxes. The
Partnership does not intend to acquire any additional properties.  The remaining
nine  properties are being held for resale.  Upon sale, if any, the  Partnership
intends  to  distribute  the  sales  proceeds,  less  any  reserves  needed  for
operations, to the partners.

The Partnership  procured a $125,000 loan in 1996 secured by certain partnership
property.  The note was due in August 1999 and has been  extended  until  August
2002.

The  Partnership  owns land in the Riverside and San Bernardino  counties.  That
region of Southern California  experienced a significant economic recession that
has  substantially  eroded the value of real estate in that area.  The region is
beginning  to show some signs of recovery;  however,  the recovery has been very
slow.

In March 1998, the General  Partners  entered into the Financing  Agreement with
PacWest,  whereby  PacWest paid a total of $300,000 to the General  Partners and
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  distributions   from  the  general   partners;   referred  to  as  a
"distribution fee" as defined by the Financing Agreement.

In  addition,  PacWest has agreed to loan and/or  secure a loan for 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 the funds will be  loaned,  as  needed,  in the  opinion of the
general partners. These funds are not to exceed
                                       13

<PAGE>
                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                                 March 31, 2000

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.

As of March 31, 2000 the TMP Land  Partnerships  have been funded  approximately
$2,981,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships is not limited to a
maximum of $2,500,000.

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.

The  Partnership is currently  soliciting  third party  financing for a total of
$250,000.

In April 1998, PacWest entered into a management,  administrative and consulting
agreement  (the  Management   Agreement)  with  the  general   partners  of  the
Partnership 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.  PacWest  is paid an  annual  fee of
$11,520 for its administrative services.
                                       14

<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 thereunto duly authorized.

Date:  May 15, 2000

                        TMP INLAND EMPIRE V, 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