<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. 0-19916

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


       CALIFORNIA                                       33-0341829
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)

                      801 North Parkcenter Drive, Suite 235

                           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 of September 30, 1999 and (c) the cash flows for the
nine months ended September 30, 1999 and September 30, 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 V, LTD.
                        A California Limited Partnership

                                 Balance Sheets



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

Cash                                             $      4,659       $       445
Note Receivable (Note 8)                               35,726            60,133
Prepaid Expenses                                          730              3,268
Investment in Unimproved Land, net (Note 1)         4,874,664         4,787,077
                                                  ------------      ------------

     Total Assets                                $  4,915,779       $  4,850,923
                                                  ============      ============

                        Liabilities and Partners Capital

Accounts Payable                                 $      2,738       $     2,776
Due to Affiliates (Note 5 and 6)                      357,960           226,737
Property Taxes Payable (Note 9)                       129,873           116,753
Franchise Tax Payable                                     800               800
Commission Payable to Affiliate (Note 6)                5,400             5,400
Note Payable (Note 7)                                 125,000           125,000
                                                 ------------       ------------

     Total Liabilities                                621,771           477,466

General Partners                                      (46,241)          (45,446)
Limited Partners: 10,000 Equity Units
Authorized and Outstanding                          4,340,249         4,418,903
                                                 ------------       ------------


    Total Partners Capital                          4,294,008         4,373,457
                                                 ------------       ------------

    Total Liabilities and Partners Capital       $  4,915,779       $ 4,850,923
                                                 ============       ============
</TABLE>













                 See Accompanying Notes to Financial Statements



<PAGE>
<TABLE>
<CAPTION>



                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (unaudited)


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

Income
     Interest                                    $        722       $     1,280
                                                 ------------       ------------

Total Income                                              722             1,280
                                                 ------------          ---------

Expenses
     Accounting & Financial Reporting                   4,626            12,350
     Outside Professional Services                      5,418            12,967
     General  & Administrative                          4,273            21,413
     Interest                                           9,518               966
                                                 ------------       ------------

Total Expenses                                         23,835            47,696
                                                 ------------       ------------

Loss Before Taxes                                     (23,113)          (46,416)

     State Franchise Tax                                    0                 0
                                                 ------------       ------------


Net Loss                                         $    (23,113)      $   (46,416)
                                                 ============       ============


Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:         $       (231)      $      (464)
                                                 ============       ============

     Limited Partners, in the Aggregate:         $    (22,882)      $   (45,952)
                                                 ============       ============

     Limited Partners, per Equity Unit:          $      (2.29)      $     (4.60)
                                                 ============       ============
</TABLE>













                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>

                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (unaudited)


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

Income
     Interest                                   $      2,593       $      2,208
                                                ------------        ------------

Total Income                                           2,593              2,208
                                                ------------           ---------

Expenses
     Accounting & Financial Reporting                 23,747             24,409
     Outside Professional Services                    18,041             25,231
     General  & Administrative                        12,437             31,601
     Interest                                         27,017              2,186
                                                ------------       ------------

Total Expenses                                        81,242             83,427
                                                ------------       ------------

Loss Before Taxes                                    (78,649)           (81,219)

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

Net Loss                                        $    (79,449)      $    (82,019)
                                                ============        ============


Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:        $       (795)      $       (820)
                                                ============        ============

     Limited Partners, in the Aggregate:        $    (78,654)      $    (81,199)
                                                ============       ============

     Limited Partners, per Equity Unit:         $      (7.87)       $     (8.12)
                                                ============        ============
</TABLE>













                 See Accompanying Notes to Financial Statements



<PAGE>
<TABLE>
<CAPTION>


                            TMP INLAND EMPIRE V, LTD
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (unaudited)



                                                         Nine Months Ended
                                                 September 30       September 30
                                                       1999               1998
                                                 ------------       ------------

Cash Flows from Operating Activities:
<S>                                              <C>                <C>

Net Loss                                         $    (79,449)      $   (82,019)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided By Operating Activities:
     Increase in Due to Affiliates                    131,223           126,387
     Decrease (Increase) in Prepaid Expenses            2,538            (6,942)
     (Decrease) Increase in Accounts Payable              (38)            4,364
     Increase in Property Taxes Payable                13,120            23,234
                                                 ------------       ------------

       Net Cash Provided By Operating Activities       67,394             65,024

Cash Flows from Investing Activities:

     Increase in Investment in Unimproved Land        (87,587)         (117,726)
                                                 ------------       ------------
       Net Cash Used In Investing Activities          (87,587)         (117,726)

Cash Flows from Financing Activities:

     Payments received from Note Receivable            24,407            23,291
                                                 ------------       ------------

      Net Cash Provided By financing activities        24,407            23,291
                                                 ------------       ------------

Increase (Decrease) in Cash                             4,214           (29,411)

Cash, Beginning of Period                                 445            32,509
                                                 ------------       ------------

Cash, End of Period                              $      4,659       $     3,098
                                                 ============       ============

Supplemental Disclosure of Cash Flow
Information:

Cash Paid for Taxes                              $        800       $       800
                                                 ============       ============

Cash Paid for Interest                           $      3,854       $     4,479
                                                 ============       ============
</TABLE>




<PAGE>

                 See Accompanying Notes to Financial Statements
                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                  For the Nine Months Ended September 30, 1999
                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies

General - TMP Inland Empire V, Ltd. (the  Partnership)  was organized in 1989 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 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  $1,081,818  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  in 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  Partnership is treated as a general and limited  partnership
for income tax purposes and accordingly 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.


<PAGE>


                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                   For the Six Months Ended September 30, 1999
                                   (Unaudited)

Note 2 - Organization of the Partnership

The Partnership was originally formed 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 ten 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. A portion of one parcel was sold in 1992 and the proceeds
were retained for working  capital.  During 1993, the Partnership  foreclosed on
property underlying a note receivable and subsequently sold the property. During
1995,  the  Partnership  sold a portion of one  parcel  and  received a note for
$141,000.

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  10,000  units at $1,000  each to  qualified
investors.  As of December  31,  1990,  all 10,000 units had been sold for total
limited partner  contributions of $10,000,000.  There have been no contributions
made by the  general  partners  since its  formation.  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 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 85 percent to the limited partners and 15 percent to
the general partners.

There were no distributions in 1999 or 1998

<PAGE>

                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                   For the Six Months Ended September 30, 1999
                                   (Unaudited)

Note 5 - Agreements with PacWest

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).  In  addition,  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  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, back property taxes and
appropriate entitlement costs.

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 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 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  an  amount  due  of
approximately $358,000 to PacWest related to the aforementioned agreements.

<PAGE>

                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                   For the Six Months Ended September 30, 1999
                                   (Unaudited)

Note 6 - Related Party Transactions

Syndication  costs  (see  Notes  1  and  3)  netted  against  partners'  capital
contributions  include $1,000,000 of 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 $617,562 paid in
prior years to TMP Properties, TMP Investments,  Inc., and the general partners,
for services rendered in connection with the acquisition of the properties.

At September 30, 1999, $5,400 is payable to Regal Realty, a company wholly owned
by Scott E.  McDaniel,  for services  rendered  relating to sales of  properties
prior  to  1990.  Mr.  McDaniel  is a  partner  of TMP  Properties  and he was a
shareholder  of TMP  Investments,  Inc.  until  September  1993 when he sold his
shares  to Mr.  Passo  and Mr.  Thompson.  Ultimate  payment  of this  amount is
contingent  on the limited  partners  receiving an amount equal to their capital
contributions plus a cumulative,  non-compounded return of 6% per annum on their
adjusted  capital  contributions.  As of September 30, 1999 the limited partners
had not received and do not expect to receive such a return and  therefore  this
amount is not currently due.

Approximately  $7,000  of  property  service  fees  were  paid by an  affiliated
partnership,  TMP Inland Empire VI, Ltd. on behalf of the Partnership during the
six-month  period ended June 30,  1999.  This  obligation  is included in Due to
Affiliates on the Balance Sheet as of September 30, 1999.

See Note 5 regarding information on management of the Partnership during 1999.

Note 7 - Note Payable

The Partnership  borrowed $125,000 from a private mortgage company.  The note is
secured  by a deed of trust  on a parcel  of land  owned by the  Partnership  in
Victorville,  California. The note was originally due on August 1, 1999, but the
Partnership paid an extension fee of approximately $5,400 to extend the due date
of the note until August 2, 2002.  The interest rate was reduced from 13% to 12%
per annum and is payable in monthly  installments of $1,250. As of September 30,
1999,  $57,239  of  interest  has been paid and  capitalized  to  investment  in
unimproved land.

<PAGE>

                            TMP INLAND EMPIRE V, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements
                   For the Six Months Ended September 30, 1999
                                   (Unaudited)

Note 8 - Note Receivable

The  Partnership  sold a parcel of land in 1995 and as part of the sale proceeds
received a note for $141,000.  The note is secured by a deed of trust and is due
on  September  1, 2002.  Interest  accrues at 7 percent  per annum,  and monthly
payments of principal  and  interest of $3,000 began in August 1996.  During the
nine month period ended September 30, 1999, approximately $2,600 of interest was
received on this note receivable.

Note 9 - Property Taxes Payable

A portion of the property  taxes payable of $129,873  relates to property  taxes
due for various  periods from 1994 to 1997 for which the Partnership has entered
into a payment plan.  The plan calls for payment of 25% of the balance due to be
paid in April 2000,  and 33%, 50% and 100% in subsequent  years.  The additional
liability relates to current property taxes that will be paid in December 1999.
Approximate amounts due on the payment plan are as follows:
<TABLE>
<CAPTION>
<S>                                          <C>

       April 10, 2000                        $ 29,544
       April 10, 2001                          29,544
       April 10, 2002                          29,544
       April 10, 2003                          28,121
                                             --------
                                             $116,753
                                             ========
</TABLE>


These  amounts will increase  annually as interest  accrues at a rate of 1.5% on
the remaining balance.

Note 10 - 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.


<PAGE>



                            TMP INLAND EMPIRE V, 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  (November 16, 1989) 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.  The Partnership  sold the  Kletka/Adelanto
for a gross  profit,  net of all  acquisition,  carrying and selling  costs,  of
$109,346.  The sales price was $225,000,  with the Partnership  carrying a first
trust deed of $155,000 with a maturity date of July 30, 1992. In July 1992,  the
Partnership  extended the maturity date of the note to July 30, 1993 in exchange

<PAGE>

for a $15,000  principal  reduction on the note. In July 1993,  the  Partnership
foreclosed on the note and  subsequently  resold the property in August 1993 for
$105,000.  The resale  resulted in a loss of $75,291,  net of all  carrying  and
selling costs.  In total,  the  Partnership  realized a profit of $34,055 on the
sale and resale of the Kletka/Adelanto (Adelanto 10) property.

Other revenues  received  during the fiscal years ended December 31,  1994-1998,
consisted primarily of interest income earned on funds held, and income from the
forfeiture by potential buyers of non-refundable escrow deposits.

In 1995, the Partnership  sold 29 acres of the  "Victorville  40" property for a
loss of $561,841.  The sale  generated  cash of $69,327 and a note for $141,000.
Interest income from the note will provide some of the cash  requirements of the
Partnership.

The Partnership  recognized a loss in 1996 due to the write-down in value of the
Partnership  land.  The decline in land value was due mainly to the  downturn in
Southern California's real estate market.

In  compliance  with  Statement  of  Financial  Accounting  Standards  No.  121-
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
Disposed of (SFAS 121),  the 1996 financial  statements  reported an expense for
the decline in fair value of unimproved  land of $3,922,730.  The 1997 financial
statements  originally  issued with the auditor's  report dated January 28, 1998
reported $1,82,361 of income due to appreciation in fair value of land. Pursuant
to additional  review by management and the predecessor  accounting firm, it was
determined  that SFAS 121 does not provide for  recording  appreciation  in fair
value of a real estate asset. Therefore,  the predecessor independent accounting
firm  restated the 1997  financial  statements  on August 3, 1998 to reverse the
appreciation in fair value of land.

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, 1999 and 1998
consisted  primarily  of interest  income.  No  properties  were sold during the
periods presented.

Investing  activities for the nine months ended September 30, 1999 and 1998 used
approximately  $88,000  and  $118,000  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 and 1998  provided
approximately  $24,000 and $23,000,  respectively  from the payments received on
the note receivable.

Total  expenses for the three months ended  September 30, 1999 compared with the

<PAGE>

three months ended September 30, 1998,  decreased by approximately  $24,000,  or
50%, due  primarily  to the  decrease in  Accounting  and  Financial  Reporting,
Outside  Professional  Services  and General &  Administrative  Expenses.  These
decreases  were  partially   offset  by  an  increase  in  Interest  Expense  of
approximately  $8,600 or 90% 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 $17,140 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.

Total  expenses for the nine months ended  September  30, 1999 compared with the
three months ended September 30, 1998, decreased by approximately $2,000, or 3%,
due primarily to the decrease in Accounting  and  Financial  Reporting,  Outside
Professional  Services and General &  Administrative  Expenses.  These decreases
were  partially  offset by an  increase  in  Interest  Expense of  approximately
$24,800 or 92% 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 period ended September 30, 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 $19,164 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.

A decrease  of $2,538 was  incurred  relating  to  Prepaid  Expenses  due to the
requirement of certain vendors  requesting  prepayment of their fees during 1998
for 1999  services.  No such request was made during the period ended  September
30, 1999.

Due to Affiliates  increases as the  Partnership  pays its' operating  costs. As
discussed above, and pursuant to the Financing Agreement,  all funds required to
pay for operating costs are received from PacWest.

The Partnership had nine 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 $8,918,182, net of syndication costs, from
the sale of limited  partnership units. During the period from inception through
December 31, 1995, the Partnership  acquired a total of fourteen  properties for

<PAGE>

all cash at a total expenditure of $8,891,712.  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 thirteen  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  procured a $125,000 loan in 1996 secured by certain partnership
property.

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.

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 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 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
$11,520 for its administrative services.

<PAGE>

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.

The Partnership  has no current plans to develop any of the  properties.  The 10
acres in Rialto are listed for sale.

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.

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.



<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:  October 15, 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