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

The previously  filed 10-Q for the quarter ended June 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 June 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 Identification No.)
incorporation or organization)


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 June 30, 1997 and December 31, 1996

Statements of Income for the Three Months and Six Months ended June 30, 1997 and
1996

Statements of Cash Flows for the Six Months ended June 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 June 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

                                                June 30,          December 30,
                                                  1997                1996
                                               (Unaudited)          (Audited)
                                               -----------        -------------
Assets
<S>                                            <C>               <C>
Cash                                           $    1,834        $       81,499
Accounts Receivable                                     0                   ---
Investment in Unimproved Land (Note 1)          5,712,012             5,500,000
Notes Receivable                                  223,516               223,516
                                               ----------        --------------

         Total Assets                          $5,937,362        $    5,805,015
                                               ==========         ==============


Liabilities and Partners' Capital

Accounts Payable and Accrued Liabilities       $      215        $        1,256
Taxes Payable                                      47,708                   569
Notes Payable (Note 3)                            110,000                   ---
                                               ----------        ---------------

         Total Liabilities                        157,923                 1,825
                                               ----------        ---------------

Partners' Capital

  General Partners                                (44,889)              (44,651)
  Limited Partners, Limited Partners;
       11,500 Equity Units
    Authorized and Outstanding                  5,824,328             5,847,841
                                               ----------       ----------------

Total Partners' Capital                         5,779,439             5,803,190
                                               ----------       ---------------

  Total Liabilities and Partners' Capital      $5,937,362       $    5,805,015
                                               ==========       ================
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                           TMP Inland Empire VI, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)

                                      Three Months Ended     Six Months Ended
                                   June 30,   June 30,     June 30,     June 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            336        1,958         1,099      11,811
                                 -------     --------       -------   ----------

         Gross Income                336        1,958         1,099      11,811
General & Admin. Expenses          9,595          567        24,850       3,400
                                 -------     --------     ---------   ----------

         Net Income (Loss)      $ (9,259)    $  1,391    $  (23,751) $    8,411
                                ========     ========    ==========  ==========

Allocation of Net Income (Loss) (Note 2)

  General Partners              $    (93)    $     14    $     (238) $       84
                                 ========     ========    ==========  ==========

  Limited Partners              $ (9,166)    $  1,377    $  (23,513) $    8,327
                                 =======     ========    ==========  ===========

  Limited Partners, per unit    $  (0.81)    $    .12   $     (2.09) $      .72
                                 =======     ========   ============ ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                                                           Six Months Ended
                                                    June 30,            June 30,
                                                      1997                 1996
<S>                                             <C>               <C>

Net Income (Loss)                               $      (23,751)   $       8,411

Non-cash adjustments:
  Amortization of Organization Costs                         0            3,400
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Provided by Operating Activities:
   Increase(Decrease) Accounts Payable
        And Accrued Liabilities                         46,098           (1,391)
                                                --------------     -------------
  Net Cash Provided by Operating Activities             22,347           10,420
                                                --------------     -------------

  Investment in Unimproved Land                       (435,528)         (51,791)
                                                --------------    --------------
Net Cash Used in Investing Activities                 (435,528)         (51,791)
                                                --------------    --------------
  Notes Receivable                                     223,516           (1,553)
  Notes Payable                                        110,000            3,401
                                                --------------    --------------
Net Cash Provided by Financing Activities              333,516            1,848
                                                --------------    --------------

Net Increase (Decrease) in Cash                        (79,665)         (39,523)

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

Cash, End of Period                             $        1,834   $      114,388
                                                ==============   ===============

</TABLE>

<PAGE>


                            TMP INLAND EMPIRE VI, LTD
                        a California Limited Partnership
                        Notes to the Financial Statements
                    For the Three Months Ended June 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 June 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 - Note Receivable

As of June 30, 1997,  the  Partnership  had a note  receivable  from the sale of
Partnership  land.  The note was  originally  for $248,000 and bears interest at
seven percent per annum. The note matures August 29, 2002,  however,  as of June
30,  1997,  the note was in default  and the  Partnership  is in the  process of
foreclosing on the property securing the note.


<PAGE>


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

NOTE 4 - Note Payable

As of June  30,  1997,  the  Partnership  had a note  payable  to a third  party
engineering  company.  The  note was  issued  in  return  for  engineering  work
performed and was due and payable upon sale of the  property,  or March 1, 1996,
whichever came first. When the Partnership sold the property,  the buyer assumed
the note.  However,  since the  Partnership is foreclosing on the land, the note
will be a Partnership  liability.  Management is negotiating for an extension on
the note.

NOTE 5 - 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 six month periods ended June 30, 1997
and 1996 consisted  primarily of interest  income.  There were no property sales
during these periods.

During  the six  months  ended  June 30,  1997,  operating  activities  provided
approximately  $22,000.  Investing activities used approximately  $435,000,  and
financing  activities  provided  approximately  $333,000.  During  this  period,
property  secured by a note  receivable  was  foreclosed on by the  Partnership,
reducing the Partnership's note receivable balance and increasing the investment
in land account balance.

Operating   activities   for  the  six  months  ended  June  30,  1996  provided
approximately  $10,000.  Investing  activities  used  approximately  $52,000 for
carrying costs of the land held for investment.  Financing  activities  provided
approximately $2,000.

The  Partnership  has ten properties as of June 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  insufficient  cash to meet the
anticipated cash  requirements of the Partnership for the next twelve months. As
a result,  in July 1997,  the  Partnership  procured a $250,000  loan secured by
Partnership land.

<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