<PAGE>
                           TMP INLAND EMPIRE VI, LTD
                        A California Limited Partnership

The  previously  filed 10-Q for the quarter  ended  September  30, 1997 is being
amended with restated audited financial  statements to reflect the addition of a
two million dollar  ($2,000,000)  valuation reserve as of December 31, 1996 with
respect to certain land costs.

<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A
                Quarterly Report Pursuant to Section 13 or 15(d)
                                       of
                       The Securities Exchange Act of 1934

                for the Quarterly Period ended September 30, 1997



                           Commission File No. 0-19933

                           TMP INLAND EMPIRE VI, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                         33-0341829
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           Identification No.)


  801 North Parkcenter Drive, Suite 235                         92705
         Santa Ana, California                               (Zip Code)
(Address of principal executive office)

                                 (714) 836-5503
              (Registrant's telephone number, including area code)

                             ----------------------

Indicate by check mark whether  Registrant has [1] 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 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 [ ]



<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements

The following financial statements are filed as a part of this Form 10-Q:

Balance Sheets as of September 30, 1997 and December 31, 1996

Statements  of Income for the Three Months and Nine Months ended  September  30,
1997 and 1996

Statements of Cash Flows for the Nine Months ended September 30, 1997, and 1996

The accompanying  unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management,   necessary  to  fairly  present  the  financial   position  of  the
Partnership as of September 30, 1997 and the results of its operations,  changes
in partners' equity, and cash flows for the periods then ended.



<PAGE>

<TABLE>
<CAPTION>

                           TMP Inland Empire VI, LTD.
                        A California Limited Partnership
                                 Balance Sheets

                                            September 30,       December 30,
                                                1997                1996
                                            (Unaudited)           (Audited)
                                            -------------    -------------------
Assets
<S>                                         <C>                <C>
Cash                                        $     144,140      $      81,499
Investment in Unimproved Land (Note 1)          5,967,462          5,500,000
Notes Receivable (Note 1)                               0            223,516
Prepaid Expenses                                   62,726                ---
                                             ------------       ------------

         Total Assets                       $   6,174,328      $   5,805,015
                                             ============       ============


Liabilities and Partners' Capital

Accounts Payable and Accrued Liabilities    $         913      $       1,256
Taxes Payable                                      44,467                569
Notes Payable (Note 3)                            360,000                ---
                                             ------------       ------------

         Total Liabilities                        405,380              1,825
                                             ------------       ------------

Partners' Capital

  General Partners                               (44,993)            (44,651)
  Limited Partners, Limited Partners;
         11,500 Equity Units
    Authorized and Outstanding                  5,813,941          5,847,841
                                             ------------      --------------

Total Partners' Capital                         5,768,948          5,803,190
                                             ------------      --------------

   tal Liabilities and Partners' Capital    $   6,174,328     $    5,805,015
                                             ============      =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            TMP Inland Empire VI, LTD
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)

                                       Three Months Ended     Nine Month Ended
                                      Sept. 30,  Sept. 30,  Sept. 30,  Sept. 30,
                                         1997      1996       1997       1996
                                     ----------  ---------    -------  ---------
<S>                                 <C>          <C>        <C>        <C>

Land Sales                          $         0  $      0   $        0  $     0

Cost of Land Sales                            0         0            0        0
                                     ----------  --------    ---------   ------

  Gross Profits                               0         0            0        0

Interest and Other Income                 1,290     5,690        2,389   17,501
                                     ----------  --------    ---------   ------

         Gross Income                     1,290     5,690        2,389   17,501
General & Admin. Expenses                11,781     4,900       36,631    8,300
                                     ----------  --------    ---------   ------

         Net Income (Loss)          $  (10,491)  $    790   $  (34,242) $ 9,201
                                    ==========   ========   ==========  =======

Allocation of Net Income (Loss) (Note 2)

General Partners

                                    $     (105)  $      8   $     (342) $   92
                                     ==========  ========    =========   =====

  Limited Partners                  $  (10,386)  $    782   $  (33,900) $9,109
                                     ==========  ========    ==========  =====

  Limited Partners, per unit        $    (0.92)  $    .07   $    (3.01)  $ .79
                                     ==========   =======    =========   =====
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            TMP Inland Empire VI, LTD
                        A California Limited Partnership
                            Statements of Cash Flows
                                   (Unaudited)

                                                      Nine Months Ended
                                                         Months Ended
                                                Sept. 30,         Sept. 30,
                                                 1997                 1996
                                               ------------       ------------
<S>                                             <C>                 <C>

Net Income (Loss)                               $    (34,242)       $     9,201

Non-cash adjustments:
  Amortization of Organization Costs                       0              5,100
Adjustments to Reconcile Net Income (Loss) to
   Net Cash Used in Operating Activities:
      Increase in Investment in Unimproved Land     (467,463)           (67,861)
      Decrease in Note Receivable                    223,516              4,093
      Decrease in Accounts Receivable                      0                180
      Increase in Interest Receivable                      0             (4,090)
      Increase in Prepaid Assets                     (62,726)                 0
      Increase in Accounts Payable and
          Accrued Liabilities                         43,556             13,505
                                                  ----------             ------

Net Cash Used in Operating Activities               (297,359)           (39,872)
                                                  ----------             ------

  Increase in Notes Payable                          360,000                  0
                                                  ----------             ------
Net Cash Provided by Financing Activities            360,000                  0
                                                  ----------           --------

Net Increase (Decrease) in Cash                       62,641            (39,872)

Cash, Beginning of Period                             81,499            153,911
                                                  ----------          ---------

Cash, End of Period                              $   144,140        $    114,039
                                                  ==========         ===========

</TABLE>

<PAGE>


                            TMP INLAND EMPIRE VI, LTD
                        a California Limited Partnership
                        Notes to the Financial Statements
                  For the Nine Months Ended September 30, 1997
                                   (Unaudited)

Note 1 -  Summary  of  Significant  Accounting  Policies

Accounting  Method - TMP Inland Empire VI, Ltd. (the  Partnership)  prepares its
------------------
financial statements on the accrual basis of accounting.

Organization  Costs  -  Organization  costs  include  expenses  incurred  in the
-------------------
formation  of the  Partnership  that  have been  capitalized  and that have been
amortized  over a period of 40 years prior to 1992 and are being  amortized over
five years beginning in 1992.

Investment in Unimproved Land - The Partnership's land is stated at the lower of
-----------------------------
actual  cost or  market  value,  based on  specific  identification.  All  costs
associated with the acquisition of a property are capitalized.  In addition, the
Partnership capitalizes all carrying costs.

Income  Taxes - The entity is treated as a  partnership  for income tax purposes
-------------
and any  income or loss is passed  through  and  taxable at the  partner  level.
Accordingly, no provision for federal income taxes is provided.

NOTE 2 - 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  83.5  percent to the  limited  partners  and 16.5
percent to the General Partners.

As of September 30, 1997 and 1996,  profits,  losses and cash distributions were
allocated  99 percent to the  limited  partners  and one  percent to the General
Partners.

NOTE 3 - Notes Payable

As of  September  30,  1997,  the  Partnership  had two notes  payable  totaling
$360,000.  A note for $110,000 was issued to a third party  engineering  company
for  engineering  work  performed  and  due and  payable  upon  sale of  certain
partnership properties,  or March 1, 1997, whichever comes first. The note bears
interest at 10 percent per annum.  The General  Partners  negotiated  a one year
extension on the note in return for securing the note as a first trust deed.

Additionally,  the  Partnership  had a note  payable for  $250,000  payable to a
private  lender.  The note bears  interest at 13.5 percent per annum and matures
July 1999. The note is secured by Partnership land.

<PAGE>



                            TMP INLAND EMPIRE VI, LTD
                        a California Limited Partnership
                        Notes to the Financial Statements
                  For the Nine Months Ended September 30, 1997
                                   (Unaudited)

NOTE 4 - Restatement and reissuance of 1996 financial statements

In  compliance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting  for the  Impairment  of  Long-Lived  Assets to Be Disposed Of (SFAS
121)," the 1996 financial statements reported an expense for the decline in fair
market value of unimproved land of $2,013,087.  It has been  determined  through
additional  evaluation by management that certain real estate assets required an
additional  valuation reserve of $2,000,000 as of December 31, 1996.  Therefore,
the 1996  financial  statements  were  restated on April 8, 1999, to reflect the
value of the investment in unimproved land at the lower of cost or market.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Partnership revenues during the three and nine month periods ended September 30,
1997 and 1996  consisted  primarily of interest  income.  There were no property
sales during the periods.

During the nine months ended  September  30,  1997,  operating  activities  used
approximately   $297,000,   and  financing  activities  provided   approximately
$360,000. Operating activities for the nine months ended September 30, 1996 used
approximately  $40,000,   mostly  for  carrying  costs  of  the  land  held  for
investment.

The  Partnership  had eleven  properties as of September 30, 1997 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.

Management believes that the Partnership has sufficient cash to meet anticipated
cash  requirements of the  Partnership for the next twelve months.  In the event
there is insufficient  cash,  Management may attempt to sell one of more parcels
of land or  procure a loan  secured by  Partnership  land.  In the  alternative,
management  may withhold  payment of certain  expenses such as property taxes or
expense reimbursements to the general partner.


<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:  JUNE 4, 1999

                              TMP Inland Empire VI, LTD.
                        A California Limited Partnership

                  By: TMP Investments, Inc., as General Partner

                                    By:     /S/ WILLIAM O PASSO
                                       ---------------------------------
                                            William O. Passo, President

                                    By:     /S/ ANTHONY W THOMPSON
                                       ---------------------------------
                                            Anthony W. Thompson, Exec. VP

                                    By:     /S/ MICHAEL SUN
                                       ---------------------------------
                                       Michael Sun, Chief Financial Officer


                  By: TMP Properties, a California General
                                    Partnership as General Partner

                                    By:     /S/ WILLIAM O PASSO
                                       ---------------------------------
                                       William O. Passo, General Partner

                                    By:    /S/ ANTHONY W THOMPSON
                                       ---------------------------------
                                       Anthony W. Thompson, General Partner

                                    By:   /S/ SCOTT E MCDANIEL
                                       ---------------------------------
                                       Scott E. McDaniel, General Partner