<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, 1998



                           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>


                            TMP INLAND EMPIRE VI, LTD

                                      INDEX

PART I        FINANCIAL INFORMATION                                      Page

Item 1.       Financial Statements

              Balance Sheets as of September 30, 1998 (unaudited)
              and December 31, 1997                                        3

              Statements of Operations for the Three Months
              and Nine Months ended September 30, 1998
              and 1997. (unaudited)                                      4,5

              Statements of Cash Flows for the Nine Months
              ended September 30, 1998 and 1997. (unaudited)               6

              Notes to Financial Statements (unaudited)                  7,8

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                        9,10

Part II       OTHER INFORMATION

Item 1.       Legal Proceedings                                           11

Item 2.       Changes in Securities                                       11

Item 3.       Defaults Upon Senior Securities                             11

Item 4        Submission of Matters to a Vote of Security Holders         11

Item 5.       Other Information                                           11

Item 6.       Exhibits and Reports on Form 8-K                            11

sIGNATURES



<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

                           TMP Inland Empire VI, LTD.
                        A California Limited Partnership
                                 Balance Sheets
<TABLE>
<CAPTION>

                                               September 30,    December 30,
                                                  1998             1997
                                               (Unaudited)       (Audited)
                                               -----------       ---------
                                   Assets
                                   ------
<S>                                            <C>              <C>

Cash                                           $      4,525    $     126,159
Property Held for Investment (Note 1)             6,087,095        5,995,905
Prepaid Interest                                     35,865           43,495
                                                -----------     ------------

         Total Assets                          $  6,127,485    $   6,165,559
                                               ============     ============


Liabilities and Partners' Capital

Accounts Payables and Accrued Liabilities      $      5,966    $         956
Taxes Payable                                        31,285           39,951
Notes & Interest Payable (Note 3)                   382,233          362,719
Due to Manager (Note 1)                              38,051              ---
                                                -----------     ------------

         Total Liabilities                          457,535          403,626
                                                -----------     ------------

Partners' Capital

  General Partners                                  (45,983)         (45,064)
  Limited Partners, 11,250 units
       (at $1,000/unit)
    Authorized, issued and outstanding            5,715,933        5,806,997
                                               ------------     ------------

Total Partners' Capital                           5,669,950        5,761,933
                                               ------------     -------------

     Total Liabilities and Partners'
          Capital                              $  6,127,485    $   6,165,559
                                               ============     ============
</TABLE>



<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

                           TMP Inland Empire VI, LTD.
<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                September 30,      September 30,
                                                    1998              1997
                                                 ------------   ----------------
<S>                                             <C>            <C>
Interest and Other Income                       $           0          1,290

General & Admin. Expenses                              38,667         11,781
                                                 ------------   ------------

  Net Loss                                      $    (38,667)  $    (10,491)
                                                 ============   ============


Allocation of Net Loss (Note 2)

  General Partners                              $       (387)  $       (105)
                                                 ============   ============

  Limited Partners                              $    (38,280)  $    (10,386)
                                                 ============   ============

  Limited Partners, per unit                    $      (3.40)  $       (.92)
                                                 ============   ============

</TABLE>


<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

                           TMP Inland Empire VI, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                       Nine Months Ended
                                                September 30,    September 30,
                                                   1998            1997
                                                -------------    -------------
<S>                                             <C>            <C>

Interest and Other Income                       $           0          2,389

General & Admin. Expenses                              91,983         36,631
                                                 ------------   ------------

  Net Loss                                      $     (91,983)  $    (34,242)
                                                 ============   ============



Allocation of Net Loss (Note 2)

  General Partners                              $        (919)  $       (342)
                                                 ============   ============

  Limited Partners                              $     (91,064)  $    (33,900)
                                                 ============   ============

  Limited Partners, per unit                    $       (7.92)  $      (3.01)
                                                 ============   ============
</TABLE>


<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

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

                                                      Nine Months Ended
                                               September 30,       September 30,
                                                   1998                 1997
                                               ------------       --------------
<S>                                            <C>                 <C>

Net Loss                                       $  (91,983)         $  (34,242)

Adjustments to Reconcile Net Loss to
 Net Cash Used in Operating Activities:
  Due to changes in:
    Due to Manager                                 38,051                   0
    Taxes Payable                                  (8,666)                  0
    Accounts Payable and Accrued Liabilities        5,010              43,556
    Prepaid Assets                                  7,630             (62,726)
                                                ---------          ----------
Net Cash Used in Operating Activities             (49,958)            (53,412)
                                                ---------          ----------

  Increase in Property Held for Investments       (91,190)           (467,463)
                                                ---------          ----------
Net Cash Used in Investing Activities             (91,190)           (467,463)
                                                ---------          ----------
  Notes Receivables                                     0             223,516
  Increase in Notes and Interest Payable           19,514             360,000
                                                ---------          ----------
Net Cash Provided by Financing Activities          19,514             583,516
                                                ---------          ----------

Net Increase (Decrease) in Cash                  (121,634)             62,641

Cash, Beginning of Period                         126,159              81,499
                                                ---------          ----------

Cash, End of Period                            $    4,525          $ 144,140
                                                =========           ========

</TABLE>

<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

The accompanying  unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management,   necessary  to  present  fairly  the  financial   position  of  the
Partnership as of September 30, 1998 and the results of its operations,  changes
in partners' equity,  and cash flows for the three and nine months then ended in
accordance with generally accepted  accounting  principles for interim financial
information.

NOTE 1 - The Partnership and its Significant Accounting Policies

TMP Inland Empire VI, Ltd.(the Partnership) was organized in accordance with the
provisions of the California Uniform Limited  Partnership Act for the purpose of
acquiring,  developing and operating real property.  The General Partners in the
Partnership are William O. Passo, Anthony W. Thompson,  Scott E. McDaniel of TMP
Properties, a California General Partnership and TMP Investments Inc.
(the General Partners).

On March 12,  1998,  the General  Partners of the  Partnership  entered  into an
agreement (the Financing Agreement) with PacWest Inland Empire, LLC (PacWest), a
Delaware limited liability company, whereby PacWest paid the General Partners of
the  Partnership  and ten other  related  partnerships  a total of $300,000  and
agreed to pay up to a total of 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.

On  April  1,  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 Preferred Partnership
Services,  Inc.  and  other  entities  to  perform  certain  of  the  financial,
accounting, and investor relations services for the Partnership.

In addition,  PacWest has agreed to provide certain additional liquidity to this
partnership  as further  discussed  in the MD&A  section of this  report.  As of
September 30, 1998, the  Partnership has a payable of $38,051 to PacWest related
to these agreements.

The following is a summary of the Partnership's significant accounting policies:

Basis of Presentation - The Partnership prepares its financial statements on the
---------------------
accrual basis of accounting.

Property Held for Investment - The Partnership's  land is stated at the lower of
----------------------------
actual cost or net realizable  value.  All costs associated with the acquisition
of a property are capitalized. In addition, the Partnership capitalizes interest
and property taxes as carrying costs.


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

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.

During  each of the  nine-month  periods  ended  September  30,  1998 and  1997,
profits,  losses and cash distributions were allocated 99 percent to the limited
partners and one percent to the General Partners.

NOTE 3 - Notes Payable

At  September  30,  1998  the  Partnership   had  two  notes  payable   totaling
approximately  $360,000,  excluding  interest  payable.  A note for $110,000 was
issued to a third party  engineering  company for engineering work performed and
was due and payable  upon sale of certain  partnership  properties,  or March 1,
1998, whichever came 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.  This note was in default at September
30, 1998.  Additionally,  the  Partnership  has a note payable for $250,000 to a
private lender. The note bears interest at 13.5 percent per annum and matures in
July  1999.  The note is  secured  by  partnership  land.  The  Partnership  has
requested a one year extension.

NOTE 4 - Restatement and reissuance of 1996 and 1997 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 property held for investment at the lower of cost or market.

The 1997 financial statements  originally issued with the auditor's report dated
January 28, 1998,  reported $1,948,003 of income due to appreciation in the fair
value of this same land.  Current  clarification  reveals that SFAS 121 does not
provide for recording appreciation in the fair value of

<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

a real estate asset.  Therefore,  the 1997 financial statements were restated on
August 3, 1998, to reflect the reversal of this  appreciation  in the fair value
of land.

In addition, certain carrying costs of land that had been previously capitalized
have been  reclassified as current expenses in the amount of $11,781 and $36,631
for the three and nine months ended September 30, 1997.

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 that appear elsewhere in this report.

This  discussion and analysis  contains  forward-looking  statements  within the
meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of
the  Securities Act of 1933,  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
works 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 Partnerships  properties  regarding  matters that
are not historical are forward-looking  statements.  Such statements are subject
to certain risks and uncertainties  and 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 had eleven properties at September 30, 1998 that were 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 winding
up the Partnership operations, to the partners.

Results of Operations

Partnership revenues during the three and nine month periods ended September 30,
1998 and 1997  consisted  primarily of interest  income.  There were no property
sales during the periods.


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

Investing  activities for the nine months ended September 30, 1998 and 1997 used
approximately  $91,000 and $467,000,  respectively,  for an increase in carrying
costs  of the  property  held  for  investment.  Financing  activities  provided
$584,000 and $20,000  during the nine months ended  September 30, 1997 and 1998,
respectively,  from  the  collection  of  payments  on notes  receivable  and an
increase in notes and interest payable.

General  and  administrative  expenses  for the  three  and  nine  months  ended
September 30, 1997 and 1998 represent  legal,  accounting  and related  expenses
that vary from quarter to quarter based on certain  activity in the Partnership.
In addition,  in 1998 these expenses  reflect fees charged to the Partnership or
pursuant to the Management  Agreement described in Note 1 for various management
and administrative services.

Liquidity and Capital Resources

Management believes that cash reserves as of September 30, 1998 are insufficient
to meet  anticipated  cash  requirements  for the  Partnership  for the  next 12
months.  As discussed in Note 1, PacWest has agreed to loan and/or secure a loan
for TMP Land  Partnerships  in the amount of  $2,500,000.  Loan proceeds will be
allocated to eleven (11) 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 TMP Inland Empire
VI, Ltd., at 12% simple interest over a 24 month period beginning April 1, 1998,
secured by the Partnership's  properties,  as funds are 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, at their option, can make additional advances with the agreement of the
General  Partners,  however,  the  aggregate  amount  of cash  loaned to all TMP
partnerships is limited to a maximum of $2,500,000.

TMP  Properties  and TMP  Investments,  Inc.  will  remain as General  Partners,
however,  PacWest has acquired the General Partner's  unsubordinated 1% interest
in  the   Partnership   and   assumed   responsibility   for   all   partnership
administration.  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 Partnership  properties are sold, cash will be used to first pay back PacWest
loans,   then  other   creditors,   then  to  accrued  but  unpaid   Partnership
indebtedness.


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

Sale proceeds in excess of the amount necessary to pay Partnership  indebtedness
shall be split 88% to the Partnership and 12% to PacWest.

The General Partners believe that ultimately,  this arrangement will benefit the
Partnership  and the limited  partners.  Without the cash infusion from PacWest,
the  Partnership  stands to lose  some or all of its  properties  either  due to
foreclosure resulting from the inability to pay outstanding loans or for failure
to pay property taxes. Year 2000 Compliance

Many currently  installed  computer  systems and software  products are coded to
accept  only two digit  entries in the date code  field.  Beginning  in the year
2000,  these  date  codes  fields  will need to accept  four  digit  entries  to
distinguish  21st century dates from 20th century dates.  As a result,  computer
systems and/or software used by organizations  may need to be upgraded to comply
with the "Y2K"  requirements.  There is significant  uncertainty in the software
and information services industries  concerning the potential effects associated
with such  compliance.  While the  Partnership  believes  that its  systems  are
compatible with Y2K applications, there can be no assurance that all Partnership
systems  will  function  properly  in  all  operating  environments  and  on all
platforms.  The failure to comply with Y2K  requirements by systems not designed
by the Partnership may also have a material adverse effect on the  Partnership's
business,  financial  condition and results of  operations.  The  Partnership is
currently  developing and implementing a plan to identify and address  potential
difficulties  associated  with Y2K  issues  and does not  expect to  expend  any
significant funds as a result of these issues.


<PAGE>


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities and Use of Proceeds

     None.

Item 3.  Defaults Upon Senior Securities

     None.

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

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     None.



<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.

                           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. Vice President


                           By:      /S/ RICHARD HUTTON JR
                              ----------------------------------------------
                                    Richard Hutton, Jr., Controller


                           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