<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, 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 June 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 Holde            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>


                                             June 30,            December 31,
                                               1998                   1997
                                           (Unaudited)            (Audited)
                                           -----------            ---------


                                     Assets
                                     ------
<S>                                        <C>                   <C>
Cash                                       $      37,959         $      126,159
Due from Affiliates                                2,520                    ---
Investment in Unimproved Land (Note 1)         6,079,250              5,995,905
Prepaid Interest                                  15,302                 43,495
                                                  ------                 ------

         Total Assets                      $   6,135,031         $    6,165,559
                                           =============         ==============


Liabilities and Partners' Capital

Due to Manager (Note 1)                    $      14,339         $            0
Due to Affiliates                                  5,727                      0
Accounts Payable and Accrued Liabilities           1,306                    956
Taxes Payable                                     25,626                 39,951
Notes & Interest Payable (Note 3)                379,415                362,719
                               -                 -------                -------

         Total Liabilities                       426,413                403,626
                                                 -------                -------

Partners' Capital

  General Partners                               (45,596)               (45,064)
  Limited Partners, 11,250 units
     (at $1,000/unit)
    Authorized, issued and outstanding         5,754,214              5,806,997
                                               ---------              ---------

Total Partners' Capital                        5,708,618              5,761,933
                                               ---------              ---------

    Total Liabilities and
      Partners' Capital                    $   6,135,031         $    6,165,559
                                           =============         ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

                           TMP Inland Empire VI, Ltd.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)

                                                      Three Months Ended
                                                 June 30,            June, 30,
                                                  1998                 1997
                                                  ----                 ----
<S>                                            <C>               <C>

Interest and Other Income                      $            0              336

General & Admin. Expenses                              16,254            9,595
                                                       ------            -----

  Net Loss                                     $      (16,254)   $      (9,259)
                                                ==============    =============


Allocation of Net Loss (Note 2)

  General Partners                             $         (163)   $         (93)
                                                ==============    =============

  Limited Partners                             $      (16,091)   $      (9,166)
                                                ==============    =============

  Limited Partners, per unit                   $        (1.43)   $        (.81)
                                                ==============    =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

                           TMP Inland Empire VI, Ltd.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)

                                                    Six Months Ended
                                             June 30,             June 30,
                                               1998                 1997
                                               ----                 ----
<S>                                   <C>                  <C>

Interest and Other Income             $                 0                1,099

General & Admin. Expenses                          53,315               24,850
                                       ------------------   ------------------

  Net Loss                            $          (53,315)  $          (23,751)
                                      ==================   ==================


Allocation of Net Loss (Note 2)

  General Partners                    $             (534)  $             (238)
                                       ==================   ==================

  Limited Partners                    $          (52,781)  $          (23,513)
                                       ==================   ==================

  Limited Partners, per unit          $            (4.59)  $            (2.09)
                                       ==================   ==================

</TABLE>

<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

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


                                                 June 30,             June 30,
                                                  1998                 1997
<S>                                              <C>                  <C>

Net Loss                                         $ (53,315)           $ (23,751)

Adjustments to Reconcile Net Loss to
 Net Cash Provided by (Used in) Operating Activities:
  Due to changes in:
   Accounts Payable and Accrued Liabilities        (13,975)             46,098
   Prepaid Interest                                 28,193                   0
   Due to/from Affiliates                            3,207                   0
   Due to Manager                                   14,339                   0
                                                    ------              ------
Net Cash Provided by (Used in)
       Operating Activities                        (21,551)             22,347
                                                    ------              ------

  Investment in Unimproved Land                    (83,345)           (435,528)
                                                    ------             ------
Net Cash Used in Investing Activities              (83,345)           (435,528)
                                                    ------             ------
  Notes Receivables                                      0             223,516
  Increase in Note Payable                          16,696             110,000
                                                    ------             -------
Net Cash Provided by Financing Activities           16,696             333,516
                                                    ------             -------

Net Decrease in Cash                               (88,200)            (79,665)

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

Cash, End of Period                             $     37,959       $     1,834
                                                ============       ===========
</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 June 30, 1998 and the results of its  operations,  changes in
partners'  equity,  and cash flows for the period 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.

On March 12, 1998,  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 $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.

PacWest entered into a management,  administrative and consulting agreement (the
Management  Agreement)  as of April 1, 1998,  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.  As of June 30,
1998 the Partnership owes PacWest $14,339 relating to this agreement.

The following is a summary of the Partnership significant accounting policies.

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

Investment in Unimproved Land - 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 tax as 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.
<PAGE>
                           TMP Inland Empire VI, Ltd.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

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,  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

As of June 30, 1998 the  Partnership  had two notes payable  totaling  $360,000,
excluding  interest  payable.  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, 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 March 31, 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 July 1999.
The note is secured by the 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 investment in unimproved land 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 fair value
of land.  Current  clarification  reveals  that  SFAS 121 does not  provide  for
recording appreciation in fair value of a real estate asset. Therefore, the 1997
financial statements have been restated to remove the appreciation in fair value
of land.
<PAGE>
                           TMP Inland Empire VI, Ltd.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

In addition,  certain  carrying costs of land that were  previously  capitalized
have been re-stated as current  expenses in the amount of $9,595 and $24,850 for
the three and six months ended June 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 Partnership's  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 June 30, 1998 which 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  winding up
partnership operations, to the partners.

Results of Operations

Partnership  revenues  during  the six  months  ended  June  30,  1998  and 1997
consisted primarily of interest income.  There were no property sales during the
periods.

During  the  six  months  ended  June  30,  1998,   operating   activities  used
approximately  $22,000.  Operating  activities for the six months ended June 30,
1997 provided approximately $22,000.

Investing  activities  for the six  months  ended  June 30,  1998 and 1997  used
approximately  $83,000  and  $436,000,  respectively,  for  an  increase  in the
carrying  costs of the  investment  in  unimproved  land.  Financing  activities
provided approximately $17,000 and $334,000 for the six months ended
<PAGE>
                           TMP Inland Empire VI, Ltd.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

June 30, 1998 and 1997,  respectively,  from the collection of payments on notes
receivable and an increase in notes payable.

Liquidity and Capital Resources

The partnership has insufficient  cash to meet anticipated cash requirements for
the next 12 months. 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 the
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 505 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 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
partnership is limited to a maximum of $2.5 million.

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 Partner 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.

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 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.
<PAGE>
                           TMP Inland Empire VI, Ltd.
                        A California Limited Partnership

                        Notes to the Financial Statements
                                   (Unaudited)

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  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 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

<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 30,1999

                           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 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