<PAGE>
                           TMP INLAND EMPIRE VI, LTD
                        A California Limited Partnership

The previously  filed 10-Q for the quarter ended March 31, 1997 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, 1997



                           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 Identification No.)
incorporation or organization)


    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, 1997 and December 31, 1996

Statements of Income for the Three Months ended March 31, 1997 and 1996

Statements of Cash Flows for the Three Months ended March 31, 1997, and 1996

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, 1997 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,
                                                    1997                1996
                                                 (Unaudited)           (Audited)
                                                 -----------           ---------
<S>                                            <C>                 <C>
Assets

Cash                                           $    (4,961)        $     81,499
Accounts Receivable                                 12,245                  ---
Investment in Unimproved Land (Note 1)           5,670,434            5,500,000
Notes Receivable (Note 3)                          223,516              223,516
                                               ------------        -------------

         Total Assets                          $ 5,901,234         $  5,805,015
                                               ===========         =============


Liabilities and Partners' Capital

Accounts Payable and Accrued Liabilities       $       800         $      1,256
Due to Affiliates                                    1,958                  569
Property Taxes Payable                              14,707                  ---
Notes Payable (Note 4)                             110,000                  ---
                                                ----------         -------------

         Total Liabilities                         127,465                1,825
                                                ==========         =============

Partners' Capital

  General Partners                                 (44,945)             (44,651)
  Limited Partners, Limited Partners;
      11,500 Equity Units
    Authorized and Outstanding                   5,818,714            5,847,841
                                               -----------        -------------

Total Partners' Capital                          5,773,769            5,803,190
                                               -----------        -------------

   Total Liabilities and Partners' Capital     $ 5,901,234         $  5,805,015
                                               ===========        =============
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

                                                         Three Months Ended
                                                   March 31,           March 31,
                                                    1997                 1996
                                                ------------        ------------
<S>                                            <C>                  <C>

Land Sales                                     $           0        $         0
Cost of Land Sales                                         0                  0
                                                ------------        ------------

  Gross Profits                                            0                  0

Interest and Other Income                                763              6,015
Amortization                                               0              1,700
General & Admin. Expenses                             30,184                  0
                                                ------------        ------------

  Net Income (Loss)                            $    (29,421)        $     4,315
                                                ============        ============



Allocation of Net Income (Loss) (Note 2)

  General Partners                             $       (294)        $        43
                                                ============        ===========

  Limited Partners                             $    (29,127)        $     4,272
                                                ============        ===========

  Limited Partners, per unit                   $      (2.53)        $      0.37
                                                ============        ===========
</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,
                                                               1997         1996
                                                           ---------   ---------
<S>                                                        <C>         <C>
Net Income (Loss)                                          $ (29,421)  $  4,315

Cash Flows from Operating Activities
 Adjustments to Reconcile Net Income (Loss) to
   Net Cash Used in Operating Activities:
     Amortization of Organization Costs                          ---      1,700
     (Increase) in Investment in Unimproved Land            (170,434)   (34,172)
     (Increase) Decrease in Prepaid Expense                      ---        ---
     Increase in Accounts Receivable                         (12,245)        19
     Increase in Account Payable  and Accrued Liabilities     15,640     26,287
     Decline in Fair Value of Unimproved Land                    ---        ---
                                                           ---------   ---------

         Net Cash Used in Operating Activities              (196,460)    (1,851)
                                                           ---------   ---------

Cash Flows From Financing Activities:
  (Increase) Decrease in Notes Receivable                        ---        ---
  Increase (Decrease) in Notes Payable                       110,000        ---
                                                           ---------   ---------

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

Net Increase in Cash                                         (86,460)    (1,851)

Cash, Beginning of Period                                     81,499    153,911
                                                           ---------   ---------

Cash, End of Period                                        $  (4,961)  $152,060
                                                           =========   =========

Supplemental Disclosure of Cash Flow Information

Income Taxes Paid                                                ---       ---
Interest Paid                                                    ---       ---

</TABLE>

<PAGE>


                           TMP Inland Empire VI, LTD.
                        a California Limited Partnership
                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1997
                                   (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 direct 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,  1997 and 1996,  profits,  losses  and cash  distributions  were
allocated  99 percent to the  limited  partners  and one  percent to the General
Partners.

NOTE 3 - Note Receivable

As of March 31, 1997, the  Partnership  had a note  receivable  from the sale of
Partnership  land.  The note was  originally  for $248,000 and bears interest at
seven percent per annum. The note matures August 29, 2002,  however, as of March
31,  1997,  the note was in default  and the  Partnership  is in the  process of
foreclosing on the property securing the note.

NOTE 4 - Note Payable

As of March 31,  1997,  the  Partnership  had a note  payable  to a third  party
engineering  company.  The  note was  issued  in  return  for  engineering  work
performed and is due and payable upon sale of



<PAGE>


                           TMP Inland Empire VI, LTD.
                        a California Limited Partnership
                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1997
                                   (Unaudited)

the property,  or March 1, 1996, whichever came first. When the Partnership sold
the property,  the buyer assumed the note.  However,  since the  Partnership  is
foreclosing on the land, the note will be a Partnership liability. Management is
negotiating for an extension on the note.

NOTE 5 - Restatement and reissuance of 1996 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.

In addition,  certain  carrying costs of land that were  previously  capitalized
have been  restated  as current  expenses in the amount of $30,184 for the three
months ended March 31, 1997.

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

Partnership  revenues  during the three  months  ended  March 31,  1997 and 1996
consisted primarily of interest income.  There were no property sales during the
periods.

During  the  three  months  ended  March 31,  1997,  operating  activities  used
approximately  $196,000,  mostly for the  development  and carrying costs of the
land held for investment.  Financing activities provided  approximately $110,000
from a note payable.

Operating   activities   for  the  three   months  ended  March  31,  1996  used
approximately  $34,000 for the carrying  costs of the land held for  investment.
Most of this was accrued for but unpaid.

The  Partnership had ten properties as of March 31, 1997 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  insufficient  cash to meet the
anticipated  cash  requirements  of the  Partnership for the next twelve months.
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.

<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.
                        A California Limited Partnership

                  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. VP

                                    By:     /S/ MICHAEL SUN
                                       ---------------------------------
                                       Michael Sun, Chief Financial Officer


                  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