<PAGE>

                            TMP INLAND EMPIRE VI, LTD
                        A California Limited Partnership

The previously  filed 10-Q for the quarter ended March 31, 1998 is being amended
with  restated  audited  financial  statements  to reflect the addition of a two
million  dollar  ($2,000,000)  valuation  reserve as of  December  31, 1996 with
respect to certain land costs.


<PAGE>

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


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

                  for the Quarterly Period ended March 31, 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>


PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements

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

Balance Sheets as of March 31, 1998 and December 31, 1997

Statements of Income for the Three Months ended March 31, 1998 and 1997

Statements of Cash Flows for the Three Months ended March 31, 1998, and 1997

The accompanying  unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management,   necessary  to  fairly  present  the  financial   position  of  the
Partnership as of March 31, 1998 and the results of its  operations,  changes in
partners' equity, and cash flows for the periods then ended



<PAGE>
<TABLE>
<CAPTION>


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

                                               March 31,         December 30,
                                                1998                 1997
                                             (Unaudited)            (Audited)
                                             -----------            ---------
<S>                                     <C>                  <C>
Assets
Cash                                    $            81,569  $          126,159
Investment in Unimproved Land (Note 1)            6,044,520           5,995,905
Prepaid Assets                                       29,398              43,495
                                         ------------------   -----------------

         Total Assets                   $         6,155,487  $        6,165,559
                                        ===================  ==================


Liabilities and Partners' Capital

Due to Manager                          $             2,430  $              ---
Accounts Payable and
    Accrued Liabilities                              19,605                 956
Taxes Payable                                        45,861              39,951
Notes Payable                                       362,719             362,719
                                         ------------------   -----------------

         Total Liabilities                          430,615             403,626
                                         ------------------   -----------------

Partners' Capital

  General Partners                                  (45,435)            (45,064)
  Limited Partners, 11,250 Equity
    Units Authorized and Outstanding              5,770,307           5,806,997
                                         ------------------   -----------------

Total Partners' Capital                           5,724,872           5,761,933
                                         ------------------   -----------------

    Total Liabilities and
         Partners' Capital              $         6,155,487  $        6,165,559
                                         ==================   =================
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


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

                                                      Three Months Ended
                                                  March 31,            March 31,
                                                      1998                 1997
                                                      ----                 ----

<S>                                    <C>                  <C>
Interest and Other Income              $                0                  763

General & Admin. Expenses                          37,061               30,184
                                        ------------------   ------------------

  Net Loss                             $          (37,061)  $          (29,421)
                                        ==================   ==================



Allocation of Net Loss (Note 2)

  General Partners                     $             (371)  $             (294)
                                        ==================   ==================

  Limited Partners                     $          (36,690)  $          (29,127)
                                        ==================   ==================

  Limited Partners, per unit           $            (3.19)  $            (2.53)
                                        ==================   ==================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                           TMP Inland Empire VI, LTD.
                        A California Limited Partnership

                            Statements of Cash Flows
                                   (Unaudited)

                                                       Three Months Ended
                                                    March 31,    March 31,
                                                        1998         1997
                                                   ----------    ----------
<S>                                               <C>           <C>


Net Loss                                          $   (37,061)  $  (29,421)

Adjustments to Reconcile Net Loss to
    Net Cash Used in Operating Activities:
      Increase Due to Manager                           2,430          ---
      Increase in Investment in Unimproved Land       (48,615)    (170,434)
      Decrease in Notes Receivable                          0      (12,245)
      Increase in Taxes Payable                         5,910            0
      Decrease in Prepaid Assets                       14,097            0
      Increase in Account Payable and
        Accrued Liabilities                            18,649       15,640
                                                   ----------   ----------

         Net Cash Used in Operating Activities        (44,590)    (196,460)
                                                   ----------   ----------

Increase Notes Receivable                                   0      110,000
                                                   ----------   ----------

         Net Cash Provided by Financing Activities          0      110,000
                                                   ----------   ----------

Net Decrease in Cash                                  (44,590)     (86,460)

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

Cash, End of Period                                $   81,569  $    (4,961)
                                                   ==========   ==========
</TABLE>



<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1998
                                   (Unaudited)

Note 1 - Summary of Significant Accounting Policies

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

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

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

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

NOTE 2 - Allocation of Profits, Losses and Cash Distributions

Profits,  losses, and cash distributions are allocated 99 percent to the limited
partners and one percent to the General Partners until the limited partners have
received  an amount  equal to their  capital  contributions  plus a  cumulative,
non-compounded  return of six percent per annum based on their adjusted  capital
account  balances.   At  that  point,   remaining   profits,   losses  and  cash
distributions  are  allocated  83.5  percent to the  limited  partners  and 16.5
percent to the General Partners.

As of March 31,  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 March 31, 1998, the Partnership had two notes payable totaling $360,000. A
note  for  $110,000  was  issued  to  a  third  party  engineering  company  for
engineering work performed and due and payable upon sale of certain  partnership
properties,  or March 1, 1998, whichever comes first. The note bears interest at
10 percent per annum.  The General  Partners  negotiated a one year extension on
the note in return for securing the note as a first trust deed. This note was in
default at March 31, 1998.


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1998
                                   (Unaudited)

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

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  clarifications  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.

In addition,  certain  carrying costs of land that were  previously  capitalized
have been  re-stated as current  expenses in the amount of $30,184 for the three
months  ended March 31, 1997 and  $37,061 for the three  months  ended March 31,
1998.


<PAGE>


                           TMP INLAND EMPIRE VI, LTD.
                        a California Limited Partnership
                    For the Three Months Ended March 31, 1998


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

Partnership  revenues  during the three month  periods  ended March 31, 1998 and
1997 consisted primarily of interest income. There were no property sales during
the periods.

During  the  three  months  ended  March 31,  1998,  operating  activities  used
approximately $44,000. Operating activities for the three months ended March 31,
1997 used approximately $196,000, mostly for carrying costs of the land held for
investment.

The Partnership had eleven  properties as of March 31, 1998, that are being held
for  appreciation  and resale.  Upon the sale of each property,  the Partnership
intends  to  distribute  the  sales  proceeds,  less  any  reserves  needed  for
operations, to the partners.

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

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>


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