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 September 30, 2002
                           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        
             
             
             
             
             
             
          
      (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:

Balance Sheets as of
September 30, 2002 and December 31, 2001, Statements of Operations for the three
and nine months ended September 30, 2002 and 2001, and Statements of Cash Flows
for the nine months ended September 30, 2002 and 2001.

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 and nine months ended September 30, 2002 and 2001 (b) the financial
position as of September 30, 2002 (c) the cash flows for the nine months ended
September 30, 2002 and 2001. Interim results are not necessarily indicative of
results for a full year.

The balance sheet presented
as of December 31, 2001 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

`TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                                   September 30,   December 31,
                                                        2002           2001
                                                    (unaudited)
                                                  -------------   --------------
                                     Assets

Cash                                              $        123     $     38,507
Prepaid & Other Expenses                                   730            4,228
Investment in Unimproved Land, net (Note 1)          2,745,164        2,834,675
                                                     ---------   --------------

     Total Assets                                 $  2,746,017     $  2,877,410
                                                  ============      ===========

                        Liabilities and Partners' Capital

Accounts Payable & Accrued Expenses               $     10,421     $     19,373
Due to Affiliates (Note 5 and 6)                       836,981          674,146
Property Taxes Payable (Note 9)                         50,968           71,852
Franchise Tax Payable                                      800              800
Commission Payable to Affiliate (Note 6)                 5,400            5,400
Notes Payable (Note 7)                                 315,000          440,000
                                                  ------------     ------------

     Total Liabilities                               1,219,570        1,211,571
                                                  ------------     ------------

General Partners                                       (73,916)         (72,522)
Limited Partners: 10,000 Equity Units
  Authorized and Outstanding                         1,600,363         1,738,361
                                                     ---------         ---------


    Total Partners' Capital                          1,526,447        1,665,839
                                                  ------------        ---------

    Total Liabilities and Partners' Capital       $  2,746,017     $  2,877,410
                                                  ============     ============







                 See Accompanying Notes to Financial Statements`

3

`TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                     Three Months Ended
                                               September 30,      September 30,
                                                     2002                2001
                                                 ------------     --------------

Property Sale                                  $       225,000     $          0

Cost of Property Sale                                 (235,103)               0
                                               ----------------       ---------

Net (Loss) on Property Sale                            (10,103)               0

Income
Interest                                                     0              346
                                               ---------------      -----------

Total (Loss) Income                                    (10,103)             346
                                               ----------------     -----------

Expenses
     Accounting & Financial Reporting                    8,101            7,477
     Outside Professional Services                      13,242           12,946
     Decline in Market Value                                 0           25,000
      General  & Administrative                            693              647
     Interest                                           24,897         19,263
                                               ---------------      -----------

Total Expenses                                          46,933           65,333
                                               ---------------      -----------

Loss Before Taxes                                      (57,036)         (64,987)

     State Franchise Tax                                     0                0
                                               ---------------      -----------

Net Loss                                       $       (57,036)    $    (64,987)
                                               ================    =============

Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:       $         (573)     $       (650)
                                               ===============     =============

     Limited Partners, in the Aggregate:       $      (56,463)     $    (64,337)
                                               ===============     =============

     Limited Partners, per Equity Unit:        $        (5.65)     $      (6.43)
                                               ===============     =============

                 See Accompanying Notes to Financial Statements`

4

`TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                      Nine Months Ended
                                              September 30,        September 30,
                                                  2002                  2001
                                              ---------------    --------------

Property Sale                                  $       225,000     $          0

Cost of Property Sale                                 (235,103)               0
                                                ---------------    ------------

Net (Loss) on Property Sale                            (10,103)               0

Income
Interest                                                     0            3,214
                                               ---------------    -------------

Total (Loss) Income                                    (10,103)           3,214
                                               ----------------   -------------

Expenses
     Accounting & Financial Reporting                   22,039           21,868
     Outside Professional Services                      36,238           31,385
     Decline in Market Value                                 0           25,000
      General  & Administrative                          1,149            3,407
     Interest                                           69,063           55,507
                                               ---------------       ---------

Total Expenses                                         128,489          137,167
                                               ---------------     ------------

Loss Before Taxes                                     (138,592)        (133,953)

     State Franchise Tax                                  (800)            (800)
                                               ----------------    -------------

Net Loss                                       $      (139,392)    $   (134,753)
                                               ================    =============

Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:       $        (1,394)    $     (1,347)
                                               ================    =============

     Limited Partners, in the Aggregate:       $      (137,998)    $   (133,406)
                                               ================    =============

     Limited Partners, per Equity Unit:        $        (13.80)    $     (13.34)
                                               ================    =============

                 See Accompanying Notes to Financial Statements`

5

`TMP INLAND EMPIRE V, LTD
                        A California Limited Partnership
                             Statement of Cash Flows
                                   (unaudited)

                                                        Nine months Ended
                                                September 30,     September 30,
                                                    2002                2001
                                                 ------------       ------------
Cash Flows from Operating Activities:

Net Loss                                       $      (139,392)    $   (134,753)
  Adjustments to Reconcile Net Loss to Net Cash
        (Used in) Operating Activities:
     Loss On Sale of Property                          (10,103)               0
     Decline in Market Value                                 0           25,000
     Increase in Due to Affiliates                     162,835           60,141
     Decrease in Prepaid & Other Expenses                3,498           21,168
     Decrease in A/P and Accrued Expenses               (8,952)        (10,954)
     Decrease in Property Taxes Payable                (20,884)        (31,989)
                                               ----------------    ------------
       Net Cash (Used In) Operating Activities         (12,998)        (71,387)
                                               ----------------    ------------

Cash Flows from Investing Activities:
    Net Proceeds from Sale of Property                 225,000                0
    Increase in Investment in Unimproved Land          (125,386)        (78,987)
                                               -----------------    ------------
       Net Cash Provided By
               (Used In) Investing Activities           99,614          (78,987)
                                               ---------------     -------------

Cash Flows from Financing Activities:
    Payment on Note Payable                           (125,000)               0
                                               ----------------    ------------
       Net Cash (Used In) Financing Activities        (125,000)               0
                                               ----------------    ------------

Net Decrease in Cash                                   (38,384)        (150,374)

Cash, Beginning of Period                               38,507          191,146
                                               ---------------     ------------

Cash, End of Period                            $           123     $     40,772
                                               ===============     ============

Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------

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

Cash Paid for Interest                         $        95,590     $     72,013
                                               ===============     ============


                 See Accompanying Notes to Financial Statements`

6

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (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 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).

Cash, Cash Equivalents
and Credit Risk  The Partnership considers all unrestricted highly
liquid investments purchased with maturities of three months or less to be cash
equivalents. The carrying value of cash equivalents approximates fair value. The
Partnership maintains its cash accounts at institutions that are insured by the
Federal Deposit Insurance Corporation. At times, the Partnership may maintain
cash balances that exceed the insurance limits of $100,000 per bank. However,
the Partnership considers its credit risk associated with cash and cash
equivalents to be minimal.

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.

7

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

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

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 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.

Recent Authoritative
Pronouncements- In October 2001, the FASB issued SFAS No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. This
statement establishes the accounting model for long-lived assets to be disposed
of by sale and applies to all long-lived assets, including discontinued
operations. This new statement requires that those long-lived assets be measured
at the lower of carrying amount or fair value less cost to sell, whether
reported in continuing operations or in discontinued operations. The Partnership
adopted SFAS No. 144 beginning January 1, 2002. There was no impact to the
financial statements since the long-lived assets had previously been recorded at
the lower of cost or market value, less disposal costs.

In June 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. Management is assessing the impact of this statement.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. Management is assessing the impact of this statement.

8

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

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

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions, an Amendment to SFAS No. 72 and 144,
and FASB Interpretation No. 9. This FASB relates to the acquisition of financial institutions and is not expected to have an impact
on the Partnership's financial position or results of operations since the Partnership has no intention of acquiring financial
institutions.

Liquidity and Going
Concern- As shown in the accompanying financial statements, the Partnership
does not have sufficient current assets to satisfy liabilities that arise in the
normal course of business. PacWest Inland Empire, through its loan agreement
with the TMP partnerships, provided a source of funds by which the Partnership
could satisfy the liabilities arising from partnership operations and the
development and maintenance of undeveloped land held by the Partnership. The
loan agreement originally stated that PacWest could loan up to $2,500,000 to the
TMP partnerships. Subsequently, the agreement was amended to allow PacWest to
loan beyond $2,500,000. Currently, PacWest has loaned approximately $2,781,800
to the TMP partnerships, of which approximately $836,981 has been loaned to the
Partnership. There is no assurance that PacWest will continue to loan additional
funds to the Partnership.

The Partnership is actively
attempting to sell the undeveloped land it presently owns. However, there is no
assurance that the Partnership will be able to sell the land in a timely manner
at a price sufficient to generate funds to maintain Partnership operations and
satisfy the PacWest debt and the existing trust deeds.

Note 2 - Organization of the Partnership

The Partnership was originally formed in 1989 with TMP Properties (A California General partnership) and TMP Investments, Inc. (A
California Corporation) as the 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

9

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 2 - Organization of the Partnership (continued)

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 2002 or 2001.

Note 5 - Agreements with PacWest

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

10

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 5 - Agreements with PacWest (continued)

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.

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

As of September 30, 2002
and December 31, 2001 the TMP Land Partnerships owe PacWest approximately
$2,781,800 and $3,637,000, including advances & interest.

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

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

Pursuant to the Financing
Agreement, PacWest has acquired the General Partners unsubordinated 1%
interest in the Partnership and assumed responsibility for all

11

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 5 - Agreements with PacWest (continued)

partnership administration while not replacing any of the General Partners.

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 not to exceed the average reimbursements to the general partners
for such services over the past five years. As of September 30, 2002 and
December 31, 2001, the Partnership has a payable of $836,981 and $674,146,
respectively, including interest 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.

As of September 30, 2002
and December 31, 2001, $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 September 30, 2002 and December 31, 2001
the limited partners had not received such a return and therefore this amount is
not currently due.

12

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 7 - Notes Payable

On July 22, 1996, 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 at the
southeast corner of Mojave and Amethyst in Victorville, California. The note was
due on August 2, 2002. The interest rate was 12% per annum and was payable in
monthly installments of $1,250. As of September 30, 2002 and December 31, 2001,
$98,489 and $90,989 of interest has been paid and capitalized to investment in
unimproved land. On August 1, 2002 the Partnership closed escrow on this
property for $225,000 and this $125,000 note was paid in full.

On July 11, 2000, the
Partnership borrowed $140,000 from a private party. The note is secured by a
deed of trust on a parcel of land owned by the Partnership in Victorville,
California. The note is due on August 8, 2003. Fees for the origination of the
note were paid by the Partnership in the amount of approximately $4,260.
Interest accrues at 12 percent per annum payable in monthly installments of
$1,400 starting September 8, 2000. As of September 30, 2002 and December 31,
2001, $36,400 and $23,800 of interest has been capitalized to investment in
unimproved land.

On August 10, 2000, the
Partnership borrowed $175,000 from a private party. The note is secured by a
deed of trust on a parcel of land owned by the Partnership in Victorville,
California. The note is due on October 1, 2003. Fees for the origination of the
note were paid by the Partnership in the amount of approximately $11,660.
Interest accrues at 13.5 percent per annum payable in monthly installments of
approximately $1,969 starting November 1, 2000. As of September 30, 2002 and
December 31, 2001 $47,249 and $29,531, respectively, of interest has been
capitalized to investment in unimproved land.

Note 8 - Property Taxes Payable

The property taxes payable
of $50,968 relates to property taxes due for various periods from 1994 to 1997
for which the Partnership has entered into payment plans. The plans call for
amounts to be paid starting in April 2000, and every April for the next three
subsequent years. The April 2002 payments totaling approximately $27,220 were
paid by the Partnership. The balances due under the installment plans are
approximately $30,202 due on April 10, 2003. These amounts will increase as
interest accrues at a monthly rate of 1.5% on the remaining balance.

Additional property tax
liability of approximately $20,766, relates to current property taxes that were
due in April 2000, 2001 and 2002 and December 2000 and 2001, not yet paid.

13

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2002
                                   (Unaudited)

Note 9 - Decline in Market Value

During the year ended
December 31, 2001the Partnership experienced a loss due to the write-down in
value of the Partnership land of $243,075. The decline in land value was mainly
due to the downturn in the real estate market applicable to the location of
certain properties.

14

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                               September 30, 2002

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.

The Partnership is
experiencing serious operating and liquidity issues. The report of the
Partnerships independent public accountants on the Partnerships financial
statements included in the Form 10-KSB for the year ended December 31, 2001
contained a modification related to the Partnerships ability to continue as a
going concern.

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, 2001.

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

15

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                               September 30, 2002

Fiscal Periods Ended September 30, 2002 and 2001

Partnership revenues during
the three and nine month period ended September 30, 2001 consisted of interest
income. During the three and nine-month period ended September 30, 2002 the
Partnership closed escrow on the approximately 5.6 acres at the south east
corner of Mojave and Amethyst in Victorville, CA for $225,000 and the $125,000
note was paid in full. The net book value of the property as of the sale date
was $235,103 and therefore a loss on the sale of property of $10,103 was
recorded in the accompanying Statements of Operations for the periods.

Total expenses for the
three-month period ended September 30, 2002 compared with the three-month period
ended September 30, 2001 decreased by $18,400 due primarily to the $25,000
decrease in Decline in Market Value. This decrease was partially offset by an
increase in Interest Expense of $5,634.

Total expenses for the
nine-month period ended September 30, 2002 compared with the nine-month period
ended September 30, 2001 decreased by $8,678 due primarily to the $25,000
decrease in Decline in Market Value. This decrease was partially offset by an
increase in Interest Expense of $13,556 and Outside Professional Services of
$4,853.

Liquidity and Capital Resources

At September 30, 2002, the
Partnership had available cash of approximately $123. Operations during the
nine-month period ended September 30, 2002 utilized cash of approximately
$13,000. Investing activities provided approximately $99,700 primarily due to
sale proceeds of $225,000. The payment of development and carrying costs of
unimproved land held for investment utilized cash of approximately $125,386.
Financing Activities utilized $125,000 to pay off one of the Partnership Notes
Payable. Advances from PacWest increased by approximately $162,800 during the
nine-month period ended September 30, 2002.

Operations during the
nine-month period ended September 30, 2001 utilized cash of approximately
$71,400 while investing activities associated with the payment of development
and carrying costs of unimproved land held for investment utilized cash of
approximately $79,000. Advances from PacWest increased by approximately $60,100
during the nine-month period ended September 30, 2001.

As shown in the
accompanying financial statements, the Partnership does not have sufficient
current assets to satisfy liabilities that arise in the normal course of
business. PacWest Inland Empire, through its loan agreement with the TMP
partnerships, provided a source of funds by which the Partnership could satisfy
the liabilities arising from partnership operations and the development and
maintenance of undeveloped land held

16

TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                               September 30, 2002

by the Partnership. The
loan agreement originally stated that PacWest could loan up to $2,500,000 to the
TMP partnerships. Subsequently, the agreement was amended to allow PacWest to
loan beyond $2,500,000. Currently, PacWest has loaned approximately $2,781,800
to the TMP partnerships, of which approximately $836,981 has been loaned to the
Partnership. There is no assurance that PacWest will continue to loan additional
funds to the Partnership.

The Partnership had eight
properties as of September 30, 2002 that are being held for appreciation and
resale. The 10 acres in Rialto is in escrow for $420,000. The close of escrow is
contingent upon the buyers receiving an Environmental Impact Report
(EIR) on the property and consummating a Development Agreement with
the city of Rialto. It is anticipated the EIR and Development Agreement will be
completed during the first quarter of 2003 and escrow will close. One of the
properties is currently in escrow for $36,000 and is expected to close in
October 2002. Five properties are listed for sales prices ranging from $38,000
to $250,000. Upon the sale of each property, the Partnership intends to payback
PacWest loans, including interest, and then distribute the sales proceeds, less
any reserves needed for operations, to the partners.

Southern California Edison
Company (SCE) has filed a Complaint in Eminent Domain against the
Partnership relating to the 283 acres located at Rancho Road in Victorville. SCE
is seeking to obtain approximately 8.75 acres for the installation of high power
lines. The Partnership has hired legal counsel to represent them in this case.
The case management conference at the San Bernardino County Superior Court was
held on May 15, 2002. The exchange of valuation data and expert witness
designations occurred on September 9, 2002. The mandatory settlement conference
is set for November 8, 2002 and the trial set for December 9, 2002.

17

`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:  October 9, 2002

                        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`

18

|2. | Based on our knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditory and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a)
All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

|6. | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Date: November 12, 2002




                                                     Daniel L. Stephenson
                                                     Chief Executive Officer

                                                    /S/DANIEL L STEPHENSON
                                                    --------------------------


                                                     John Fonseca
                                                     Chief Financial Officer

                                                    /S/JOHN FONSECA
                                                    ---------------------------`