<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-QSB

                 Quarterly Report under Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934

                For the Quarterly Period ended September 30, 1999
                           Commission File No. 0-19940

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


         CALIFORNIA                                     33-0386437
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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




Check  whether the issuer [1] filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and [2] has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Transitional Small Business Disclosure Format:____Yes__X__No


<PAGE>



PART I  -  FINANCIAL INFORMATION

Item 1.           Financial Statements

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

Balance  Sheets as of September  30, 1999 and December 31, 1998,  Statements  of
Income  for the  three  and nine  months  ended  September  30,  1999 and  1998,
Statements of Cash Flows for the nine months ended September 30, 1999 and 1998.

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, 1999 and 1998 (b)
the financial position at September 30, 1999 and (c) the cash flows for the nine
months ended  September 30, 1999 and 1998.  Interim  results are not necessarily
indicative of results for a full year.

The balance  sheet  presented  as of December 31, 1998 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.


<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VI, LTD.
                        A California Limited Partnership

                                 Balance Sheets



                                                September 30,       December 31,
                                                    1999                1998
                                                 (unaudited)
                                                ------------        ------------
                               Assets
<S>                                          <C>                 <C>

Cash                                         $       387,936     $          948
Due from Affiliates (Note 6)                              0                   0
Prepaid Expenses                                          0              23,187
Investment in Unimproved Land, net                 2,310,421          6,168,111
                                              --------------      --------------

    Total Assets                             $     2,698,357      $   6,192,246
                                              ==============      ==============


                        Liabilities and Partners Capital

Due to Affiliates (Note 5)                   $         2,272      $     143,520
Franchise Tax Payable                                    800                800
Accrued Expenses and Other Liabilities                   732             26,740
Property Taxes Payable                                30,088             21,046
Notes Payable (Note 7)                                     0            362,719
                                              --------------      --------------

    Total Liabilities                                 33,892            554,825
                                             --------------      --------------

General Partners                                     (75,751)           (46,309)
Limited Partners: 11,500 Equity Units
  Authorized and Outstanding                       2,740,216          5,683,730
                                             --------------       --------------


    Total Partners Capital                         2,664,465          5,637,421
                                             --------------      --------------

    Total Liabilities and Partners Capital   $     2,698,357     $    6,192,246
                                             ==============      ==============
</TABLE>

                 See Accompanying Notes to Financial Statements
                                      -3-


<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                              Statements of Income
                                   (unaudited)

                                                      Three Months Ended
                                                September 30        September 30
                                                     1999                1998
                                                -----------        -------------
<S>                                          <C>                 <C>

Other Income                                 $        34,533     $            0

Expenses

     Accounting and Financial Reporting                5,858             10,904
     Outside Professional Services                     7,258             10,535
     General and Administrative                        2,499             16,533
     Interest                                            974                695
                                               -------------       -------------

Total Expense                                         16,589             38,667
                                              -------------        -------------


Net Loss                                     $       (17,944)    $      (38,667)
                                                 ============       ============


Allocation of Net Loss

    General Partners, in the Aggregate       $          (179)    $         (387)
                                                 ============       ============

    Limited Partners, in the Aggregate       $       (17,765)    $      (38,280)
                                                 ============       ============

    Limited Partners, per Equity Unit        $        (1.54)     $        (3.40)
                                                 ============       ============
</TABLE>

                 See Accompanying Notes to Financial Statements
                                       -4-

<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                              Statements of Income
                                   (unaudited)

                                                   Nine months Ended
                                              September 30     September 30
                                                 1999                   1998
                                               --------            -------------
<S>                                          <C>                 <C>

Property Sale                                $   4,800,000       $            0

Cost of Property Sale                            4,320,952                    0
                                             -------------        -------------

Net Gain on Property Sale                          479,048                    0
                                             -------------        -------------

Income

     Interest                                        1,767                    0
                                             -------------        -------------

Total Income                                         1,767                    0
                                             -------------        -------------

Gross Profit                                       480,815                    0

Expenses

     Accounting and Financial Reporting             40,541               22,605
     Outside Professional Services                  19,191               42,807
     Manager Profit Participation                  456,666                    0
     General and Administrative                     12,667               24,719
     Interest Expense                               20,157                1,052
                                             -------------        -------------

Total Expenses                                     549,222               91,183
                                             -------------        -------------

Loss Before Income Taxes                          (68,407)             (91,183)
                                             -------------        -------------

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

Net Loss                                     $    (69,207)        $    (91,983)
                                              ============         ============

Allocation of Net Loss

    General Partners, in the Aggregate       $       (692)        $       (919)
                                              ============         ============

    Limited Partners, in the Aggregate       $    (68,515)        $    (91,064)
                                              ============         ============

    Limited Partners, per Equity Unit        $      (5.96)        $      (7.92)
                                              ============         ============
</TABLE>
                 See Accompanying Notes to Financial Statements
                                       -5-


<PAGE>
<TABLE>
<CAPTION>

                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                            Statements of Cash Flows

                                   (unaudited)

                                                     Nine months Ended
                                                 September 30,     September 30,
                                                      1999               1998
                                                 ------------       ------------
<S>                                               <C>                <C>

Cash Flows from Operating Activities
  Net Loss                                        $  (69,207)        $  (91,983)
  Adjustments to Reconcile Net Loss
    to Net Cash Used In Operating Activities:
   Gain on Sale of Property                         (479,048)                 0
   Changes in assets and liabilities:
      (Decrease) Increase in Due to Affiliates      (141,248)            38,051
      Decrease in Prepaid Expenses                    23,187              7,630
      (Decrease) Increase in Accrued Expenses
      and Other                                      (26,008)             5,010
      Increase (Decrease) in Property Taxes
      Payable                                          9,042             (8,666)
                                                   ------------     ------------
Net Cash Used in Operating Activities               (683,281)           (49,958)
                                                   ------------     ------------

Cash Flows from Investing Activities
     Net Proceeds from Property Sale               4,800,000                  0
     Increase in investment in unimproved land      (154,533)           (91,190)
     Payments of selling expenses                   (308,729)                 0
                                                   ------------     ------------
Net Cash Provided By (Used in) Investing
Activities                                         4,336,738            (91,190)
                                                   ------------     ------------

Cash Flows from Financing Activities
     Distributions Paid to Partners               (2,903,750)                 0
     Borrowings (Repayment) of Notes Payable        (362,719)            19,514
                                                    ---------       ------------
Net Cash Provided by (Used In) Financing
Activities                                        (3,266,469)            19,514
                                                       ----------- -------------

Increase (Decrease) in Cash                          386,988           (121,634)

Cash, Beginning                                          948            126,159
                                                 ------------       ------------

Cash, Ending                                      $  387,936         $    4,525
                                                  ===========        ===========

Supplemental Disclosures of Cash Flow Information

Cash paid for income taxes                        $      800       $        800
                                                  ===========        ===========

Cash paid for interest                          $     43,288       $     38,121
                                                  ===========        ===========
</TABLE>

                 See Accompanying Notes to Financial Statements
                                       -6-


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                  For the nine months ended September 30, 1999
                                   (unaudited)


Note 1 - General and Summary of Significant Accounting Policies

General - TMP Inland Empire VI, Ltd. (the  Partnership) was organized in 1990 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  $1,231,617  represent  costs  incurred  to raise  capital  and,
accordingly, are recorded as a reduction in partners' capital (see Note 3).

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

Concentration  - All unimproved  land parcels held for investment are located in
the Inland Empire area of Southern  California.  The eventual sales price of all
parcels  is  highly   dependent  on  the  real  estate  market   condition  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.


                                       -7-

<PAGE>

                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                  For the nine months ended September 30, 1999
                                   (unaudited)


Note 2 - Organization of the Partnership

The Partnership was originally  formed on March 20, 1990, 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 eleven 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. During 1995, the Partnership sold 11 acres in Palm Desert
and 42 acres in Adelanto.  The land was sold at a combined loss of $386,393, but
enabled the  Partnership  to pay off certain notes  payable and  replenish  cash
reserves. The Partnership carried a $248,000 note from the Adelanto sale, but as
of December 31, 1997 the  Partnership  had foreclosed on the note and taken back
the land. In June 1999,  the  Partnership  sold  approximately  70 acres in Palm
Desert.  The sale  price of the  property  was  $4,800,000  and the  Partnership
recorded  a gain  of  approximately  $479,000  (excluding  the  "manager  profit
participation" as defined in the Management Agreement of approximately  $457,000
that was paid to PacWest, payoff of the note payable and certain property taxes)

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  11,500  units at $1,000  each to  qualified
investors.  As of December  31,  1990,  all 11,500 units had been sold for total
limited partner  contributions of $11,500,000.  There have been no contributions
made by the general  partners.  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% to the limited partners
and 1% to the general  partners  until the  limited  partners  have  received an
amount equal to their capital
                                       -8-


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                  For the nine months ended September 30, 1999
                                   (unaudited)

Note 4 - Allocation of Profits, Losses and Cash Distributions (con't)

contributions plus a cumulative,  non-compounded return of 6% per annum on there
adjusted  capital  contributions.  At  that  point,  the  limited  partners  are
allocated  83.5% and the  general  partners  16.5% of  profits,  losses and cash
distributions. There were no distributions in 1998.

A distribution of $2,875,000 to the limited  partners and $28,750 to the general
partners occurred in July 1999.

Note 5 - Agreements with PacWest Group

In March 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  (the TMP Land  Partnerships) a
total of $300,000 and 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.

Pursuant  to  a  management,   administrative,  and  consulting  agreement  (the
Management Agreement) PacWest has acquired the general partners'  unsubordinated
1% interest in the  Partnership and assumed  responsibility  for all partnership
administration while not replacing any of the general partners.

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
over a 24-month  period  beginning  April 1, 1998. The borrowings are secured by
the  Partnership's  properties,  and funds  will be loaned,  as  needed,  in the
opinion of the general  partners.  These funds are not to exceed 50% of the 1997
appraised  value  of the  properties,  and  will  primarily  be  used to pay for
on-going  property  maintenance,  pay  down  existing  debt,  property  taxes in
arrears, appropriate entitlement costs and partnership operations.

PacWest,  can, at their option,  made 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.


                                       -9-


<PAGE>



                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                  For the nine months ended September 30, 1999
                                   (unaudited)

Note 5 - Agreements with PacWest Group (con't)

In April 1998, PacWest entered into a management,  administrative and consulting
agreement  with  the  general   partners  of  the  Partnership  to  provide  the
Partnership with overall  management,  administrative  and consulting  services.
PacWest  currently  contracts  with third  party  service  providers  to perform
certain of the financial,  accounting,  and investor relations' services for the
Partnership.  PacWest 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,  1999,  the
Partnership has $2,272 due to PacWest related to the aforementioned agreements.

Note 6 - Related Party Transactions

Syndication costs (see Note 1) netted against  partners'  capital  contributions
include  $1,150,000  in 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  approximately
$650,000 paid in prior years to TMP  Properties and TMP  Investments,  Inc., the
general  partners,  for services  rendered in connection with the acquisition of
the properties.

During the nine-month period ended September 30, 1999,  approximately  $7,000 of
property  service fees were paid by the  Partnership  on behalf of an affiliate,
TMP Inland  Empire V, Ltd.  This amount was  reimbursed  to the  Partnership  in
August 1999.

Notes 7 - Notes Payable

The  Partnership  entered  into a loan  agreement  with  an  outside  party  who
performed  engineering  services for various land parcels. The total loan amount
was originally  $108,408 and due on February 28, 1998. The note was renegotiated
in 1997 to a face amount of $112,719. The note was secured by a deed of trust on
a parcel of land owned by the  Partnership  in  Adelanto,  California.  Interest
accrued  at 10% per  annum,  payable  upon  the due date of the  note.  Interest
payable  as of  December  31,  1998  was  approximately  $21,000.  The  note was
guaranteed  by  the  three  general  partners  of  TMP  Properties  and  by  TMP
Properties. The note was repaid in full in February 1999.


                                       -10-


<PAGE>

                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                          Notes to Financial Statements
                  For the nine months ended September 30, 1999
                                   (unaudited)

Notes 7 - Notes Payable (con't)

The Partnership  entered into a loan agreement with an outside party by offering
parcels  owned by the  Partnership  as  collateral.  The  total  loan  amount of
$250,000  accrued  interest  at 13.5% per  annum,  and the  interest  is payable
monthly.  The note was  secured  by a deed of trust on a parcel of land owned by
the Partnership in Palm Desert, CA. The note was repaid in full in June 1999.

Note 8 - Sale of Property

In June 1999, the Partnership  sold  approximately  70 acres of property in Palm
Desert, California. The following is a summary of the property sale

<TABLE>
<CAPTION>
<S>                                                                 <C>

         Sales Price                                                $ 4,800,000

              Cost of Property                                        3,534,200
              Capitalized Carrying Costs                                478,023
              Sales Costs                                               308,729
                                                                         -------

         Total Costs                                                 (4,320,952)

         Gain on Sale of Property                                   $   479,048
                                                                    ============
</TABLE>


In addition, the Partnership paid a "manager profit participation" as defined in
the  Management  Agreement  to  PacWest  related  to this  sale of  property  of
$456,666.

Note 9 - Year 2000 Issue (unaudited)

Like other organizations and individuals around the world, the Partnership could
be  adversely  affected  if the  computer  systems it uses and those used by the
Partnership's  major customers and vendors do not properly process and calculate
date-related  information  and data  from and after  January  1,  2000.  This is
commonly  known as the "Year 2000 Issue."  Management  is assessing its computer
systems and the systems compliance issues of its major service providers.  Based
on information  available to management,  the Partnership's  major customers and
vendors are taking  steps that they believe are  reasonably  designed to address
the Year 2000 Issue with  respect to  computer  systems  that they use.  At this
time,  however,  there can be no assurance  that these steps will be sufficient,
and the failure of a timely completion of all necessary  procedures could have a
material  adverse  effect  on  the  Partnership's  operations.  Management  will
continue to monitor the status of, and its exposure to, this issue.


                                       -11-


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                  For the nine months ended September 30, 1999

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.  Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
"Risk Factors" sections of this report. 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.

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,
1998.

During the period from inception (March 20, 1990) through December 31, 1990, the
Partnership  was engaged  primarily in the sale of Units of Limited  Partnership
Interest and the investment of the subscription  proceeds to purchase parcels of
unimproved  real  property.  During 1997 the only cash revenues  received were a
nominal  amount of income from the rental of houses located on one parcel at the
time of its purchase,  and interest income earned on cash reserves.  During 1998
and the three month  period  ended March 31,  1999 the only  revenue  earned was
interest income on cash reserves.

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.


                                       -12-


<PAGE>

                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                  For the nine months ended September 30, 1999


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.  The 1997 financial  statements  originally issued with
the auditor's report dated January 26, 1998 reported $1,948,003 of income due to
appreciation in fair value of land. Current  clarification reveals that SFAS 121
does not provide for  recording  appreciation  in fair value of an asset even in
view of previously recording a decline in value.  Therefore,  the 1997 financial
statements  were re-stated to reverse the  appreciation in fair value of land on
August 3, 1998 by the predecessor accounting firm.

During  1995,  the  Partnership  sold 11  acres in Palm  Desert  and 42 acres in
Adelanto.  The land was sold at a combined  loss of  $386,393,  but  enabled the
Partnership to pay off certain notes payable and replenish  cash  reserves.  The
Partnership  carried a $248,000 note from the Adelanto  sale, but as of December
31, 1997 the  Partnership had foreclosed on the note and taken back the land. In
June 1999 the Partnership sold  approximately 70 acres in Palm Desert.  The sale
price of the  property was  $4,800,000  and the  Partnership  recorded a gain of
approximately  $479,000 (excluding the "manager profit participation" as defined
in the Management Agreement of approximately  $457,000 that was paid to PacWest,
payoff of the note payable and certain property taxes)

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

Fiscal Quarters Ended September 30, 1999 and 1998

Partnership  revenues  during the six periods ended September 30, 1998 consisted
primarily of interest income.

During the  six-month  period  ended  September  30, 1999 the  Partnership  sold
approximately  70 acres of  property  in Palm  Desert,  CA. The  following  is a
summary of the property sale:
<TABLE>
<CAPTION>
<S>                                                                 <C>


         Sales Price                                                $ 4,800,000

              Cost of Property                                        3,534,200
              Capitalized Carrying Costs                                478,023
              Sales Costs                                               308,729
                                                                         -------

         Total Costs                                                 (4,320,952)

         Gain on Sale of Property                                   $   479,048
                                                                    ============
</TABLE>


                                       -13-


<PAGE>

                           TMP INLAND EMPIRE VI, LTD.
                       (A California Limited Partnership)
                  For the nine months ended September 30, 1999


In addition, the Partnership paid a "manager profit participation" as defined in
the  Management  Agreement  to  PacWest  related  to this  sale of  property  of
$456,666.

In  addition  to the  above,  investing  activities  for the nine  months  ended
September  30, 1999 and 1998 used  approximately  $155,000  and $91,000 of cash,
respectively,  mainly to pay development and carrying costs of the land held for
investment.  Financing  activities for the nine months ended  September 30, 1999
used  approximately  $363,000 to payoff certain notes payable and  approximately
$2,904,000 to pay distributions to the limited and general  partners.  Financing
activities for the nine months ended  September 30, 1998 provided  approximately
$20,000 from the proceeds from certain notes payable.

Total  expenses for the three months ended  September 30, 1999 compared with the
three months ended September 30, 1998,  decreased by approximately  $22,000,  or
57%, due  primarily  to the  decrease in  Accounting  and  Financial  Reporting,
Outside Professional Services and General & Administrative. These decreases were
partially  offset by an  increase  in  Interest  Expense of  approximately  $280
pursuant to the  Financing  Agreement  with PacWest  entered into April 1, 1998.
Continuity  and  experience  with the  internal  accounting  staff and  external
accountant  reviews  is the  explanation  for the  decrease  in  Accounting  and
Financial Reporting.  Outside  Professional  Services decrease is due to certain
insurance and investor  relation  expenses incurred during 1998 yet not in 1999.
General and  Administrative  costs decreased during the period by $14,034 due to
certain services  provided during the period ended September 30, 1998 by PacWest
pursuant to the  Management  Agreement  that were not necessary  during the same
period in 1999.  In addition,  reimbursement  of funds that were overpaid by the
Partnership  in Q2 1999,  were  received  during the  three-month  period  ended
September 30, 1999 relating to a reduction in the Manager  Profit  Participation
to PacWest of approximately  $38,000 which is included in Other Income.  Certain
additional  selling expenses  relating to the sale of 70 acres in Palm Desert in
June 1999 were paid and expensed during the  three-month  period ended September
30, 1999. These expenses have been included as an offset to the $38,000 of Other
Income.

Total  expenses for the nine months ended  September  30, 1999 compared with the
nine months ended September 30, 1998,  increased by approximately  $458,000,  or
83%, due  primarily  to the  increase in  Accounting  and  Financial  Reporting,
Interest  Expense  and  Manager  Profit  Participation.   These  increases  were
partially  offset by  decreases in Outside  Professional  Services and General &
Administrative. Accounting and Financial Reporting increases are associated with
the restatement of financial  statements  discussed above and with the enhancing
of  accounting  and  financial  functions  provided  pursuant to the  Management
Agreement.  Manager Profit Participation to PacWest of approximately $457,000 is
due to the  payment  of the  "manager  profit  participation"  as defined in the
Management Agreement. Interest Expense increased by approximately $19,000 or 95%
pursuant to the Financing  Agreement with PacWest entered into April 1, 1998 and
therefore only six months of interest expense was incurred during the nine month


                                       -14-


<PAGE>

period ended September 30, 1998. Outside  Professional  Services decrease is due
to certain insurance and investor relation expenses incurred during 1998 yet not
in 1999. General and Administrative costs decreased during the period by $12,052
due to certain  services  provided during the period ended September 30, 1998 by
PacWest pursuant to the Management  Agreement that were not necessary during the
same period in 1999.

The Partnership obtained funds from the sale of the Palm Desert property in June
1999.  Portions  of these  funds were used to pay  PacWest the balance of monies
owed them in the amount of approximately  $416,000 during the three-month period
ended June 1999.

The  Partnership had six properties as of September 30, 1999 that are being held
for  appreciation  and resale.  Upon the sale of each property,  the Partnership
intends  to  distribute  the  sales  proceeds,  less  any  reserves  needed  for
operations, to the partners.

Liquidity and Capital Resources

The  Partnership has raised a total of  $10,236,125,  net of syndication  costs,
from the sale of limited  partnership  units.  During the period from  inception
through December 31, 1997, the Partnership acquired a total of eleven properties
for all cash at a total expenditure of $10,724,808.  The Partnership capitalized
the  acquisition  costs of the  property  and  direct  carrying  costs,  such as
interest  and property  taxes.  The  Partnership  does not intend to acquire any
additional  properties.  The remaining six properties are being held for resale.
Upon sale, if any, the  Partnership  intends to distribute  the sales  proceeds,
less any reserves needed for operations, to the partners.

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

There are no current  plans to further  develop  any of the  parcels,  and it is
expected that no such plans would be undertaken unless adequate funding could be
obtained, either from the sale or refinancing of parcels or from a joint venture
partner.

In  March,  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 a total of $300,000 to
the general partners of the Partnership and ten other related  partnerships (the
TMP Land  Partnerships).  PacWest agreed to pay up to an additional $300,000 for
any deficit  capital  accounts  for these 11  partnerships  in exchange  for the
rights  to  distributions   from  the  general   partners;   referred  to  as  a
"distribution fee" as defined by the Financing Agreement.

In  addition,  PacWest has agreed to loan and/or  secure a loan for the TMP Land
Partnerships in the amount of $2,500,000.  Loan proceeds will be allocated among
the 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 the  Partnership  at 12%


                                       -15-


<PAGE>

simple interest over a 24-month  period  beginning April 1, 1998. The borrowings
are secured by the  Partnership's  properties,  and the funds will be loaned, as
needed,  in the opinion of the general  partners.  These funds are not to exceed
50% of the 1997 appraised value of the properties, and will primarily be used to
pay for on-going  property  maintenance,  reduction of existing  debt,  property
taxes in arrears, appropriate entitlement costs and Partnership operations.

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.

In April 1998, PacWest entered into a management,  administrative and consulting
agreement  (the  Management   Agreement)  with  the  general   partners  of  the
Partnership to provide the Partnership with overall  management,  administrative
and consulting  services.  PacWest currently  contracts with third party service
providers  to  perform  certain  of  the  financial,  accounting,  and  investor
relations services for the Partnership.  PacWest is paid an annual fee of $9,648
for its administrative services.

Pursuant to the Financing Agreement,  PacWest has acquired the general partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the general partners.

RISK FACTORS

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 code  fields  will need to accept  four
digit entries to distinguish  21st 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 has
developed and implemented 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.

The Partnership  utilizes a number of computer  software  programs and operating
systems  across  its  organization  including  applications  used  in  financial
business  systems and various  administrative  functions.  The  Partnership  has
established an action plan for addressing Year 2000 issues. As a general matter,
the  Partnership is vulnerable to failures by third parties to address their own
Year 2000  issues.  The  Partnership  relies  heavily  upon  third  parties  for
financial services.  There can be no assurance that the Partnership's  suppliers
and other third parties will adequately  address their Year 2000 issues, and any
such  issues  could  have a  material  adverse  affect  upon  the  Partnership's
financial condition and results of operation.


                                       -16-


<PAGE>

The  Partnership  has not spent a  material  amount of  financial  resources  to
remediate  Year  2000  problems  and does not  anticipate  that it will  spend a
material  amount of financial  resources to remediate  Year 2000 problems in the
future. The costs of such remediation will be part of the Partnership's  general
and administrative expenses.


                                       -17-


<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: November 3, 1999


                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

    By: TMP Investments, Inc., A California Corporation as Co-General Partner


                            By: \s\ William O. Passo
                      -------------------------------------
                           William O. Passo, President


                           By: \s\ Anthony W. Thompson
                      -------------------------------------
                    Anthony W. Thompson, Exec. Vice President


   By: TMP Properties, A California General Partnership as Co-General Partner


                            By: \s\ William O. Passo
                      -------------------------------------
                            William O. Passo, Partner


                           By: \s\ Anthony W. Thompson
                      -------------------------------------
                          Anthony W. Thompson, Partner

                            By: \s\ Scott E. McDaniel
                      -------------------------------------
                            Scott E. McDaniel Partner

      By: JAFCO, Inc., A California Corporation as Chief Accounting Officer

                             By: \s\ John A. Fonseca
                      -------------------------------------
                           John A. Fonseca, President


                                       -18-