<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 June 30, 2000

                           Commission File No. 0-19963

                           TMP INLAND EMPIRE II, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP

           (Name of small business issuer as specified in its charter)


                             CALIFORNIA 33-0311624
       (State or other jurisdiction (I.R.S. Employer Identification No.)
                       of 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 June 30,2000 and December 31, 1999,  Statements of
         Operations  for the three and six months  ended June 30, 2000 and 1999,
         and Statements of Cash Flows for the six months ended June 30, 2000 and
         1999.

         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 six
         months ended June 30, 2000 and 1999, (b) the financial position at June
         30, 2000 and (c) the cash flows for the six months  ended June 30, 2000
         and 1999. Interim results are not necessarily indicative of results for
         a full year.

         The balance  sheet  presented  as of December 31, 1999 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.

                                        2

<PAGE>
<TABLE>
<CAPTION>



                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets
                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets


                                                    June 30,       December 31,
                                                      2000             1999
                                                  (unaudited)
                                                  ----------        ------------
<S>                                              <C>                 <C>

Cash                                             $        430        $    3,674
Investment In Unimproved Land, net (Note 1)         1,049,614         1,040,430
                                                 ------------        -----------

   Total Assets                                  $  1,050,044        $1,044,104
                                                  ===========         =========


                        Liabilities and Partners' Capital

Accounts Payable                                 $      2,325        $        0
Due to Affiliates (Note 5 and 6)                      164,430           126,562
Commission Payable to Affiliate (Note 6)               90,000            90,000
Property Taxes Payable                                  3,512                 0
Franchise Tax Payable                                     800               800
                                                 ------------        -----------

             Total Liabilities                        261,067           217,362
                                                 ------------        -----------

General Partners                                      (56,693)          (56,315)
Limited Partners; 7,250 Equity Units
  Authorized and Outstanding                          845,670           883,057
                                                 ------------        -----------

             Total Partners Capital                   788,977           826,742
                                                 ------------        -----------

Total Liabilities and Partners' Capital          $  1,050,044        $1,044,104
                                                  ===========        ===========
</TABLE>











                 See Accompanying Notes to Financial Statements

                                       3


<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations

                                   (Unaudited)
                                                   Three Months Ended
                                                June 30           June 30
                                                 2000              1999
                                                ---------------------------

Income
   Other
<S>                                          <C>                <C>
     Interest                                $      1,000       $          0
                                             ------------       ------------

Total Interest Income                               1,000                  0
                                             ------------       ------------

Expenses

     Accounting & Financial Reporting               4,775              5,915
     Outside Professional Services                  2,481              2,681
     General & Administrative                       752                3,084
     Interest                                       4,506              2,424
                                             ------------       ------------

Total Expenses                                     12,514             14,104
                                             ------------       ------------

Loss Before Taxes                                 (11,514)           (14,104)

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

Net Loss                                     $    (11,514)      $    (14,104)
                                             ============       ============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate      $       (115)      $       (141)
                                              ===========        ===========

     Limited Partners, in the Aggregate      $    (11,399)       $   (13,963)
                                             ============        ===========

     Limited Partners, per Equity Unit       $      (1.57)       $     (1.93)
                                              ===========        ===========
</TABLE>

                                       4

<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations

                                   (Unaudited)

                                                    Six Months Ended
                                              June 30           June 30
                                                 2000              1999
                                                ---------------------------

Income
<S>                                          <C>                <C>
     Other                                   $      1,000       $          0
                                             ------------       ------------

Total Income                                        1,000                  0
                                             ------------       ------------

Expenses

     Accounting & Financial Reporting              13,945              8,368
     Outside Professional Services                 13,213              2,830
     General & Administrative                       2,806              7,757
     Interest                                       8,001              4,608
                                             ------------       ------------

Total Expenses                                     37,965             23,563
                                             ------------       ------------

Loss Before Taxes                                 (36,965)           (23,563)

     State Franchise Tax                             (800)              (800)
                                             ------------       ------------

Net Loss                                     $     (37,765)     $    (24,363)
                                             ============       ============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate      $       (378)       $      (244)
                                              ===========        ===========

     Limited Partners, in the Aggregate      $    (37,387)       $   (24,119)
                                             ============        ===========

     Limited Partners, per Equity Unit       $      (5.15)       $     (3.33)
                                              ===========        ===========

</TABLE>







                 See Accompanying Notes to Financial Statements

                                       5

<PAGE>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                             Statement of Cash Flows

                                   (Unaudited)

                                                          Six months ended

                                                    June 30        June 30
                                                       2000           1999
                                                -----------       --------

Cash Flows from Operating Activities:

Net Loss                                        $   (37,765)    $  (24,363)

Adjustments to Reconcile Net Loss to Net Cash
    Provided By Operating Activities:
       Increase in Due to Affiliates                 37,868         25,225
       Increase in Property Taxes Payable             3,512              0
       Increase in Accounts Payable                   2,325          1,034
       Decrease in Prepaid Expenses                       0          6,880
                                                ------------    -----------

    Net Cash Provided By Operating Activities         5,940          8,776
                                                ------------    -----------

Cash Flows from Investing Activities:
    Increase in Investment in Unimproved Land        (9,184)        (5,484)
                                                ------------    -----------

          Net Cash Used In Investing Activities      (9,184)        (5,484)
                                                ------------       --------

Net (Decrease) Increase in Cash                      (3,244)         3,292

Cash, Beginning of Period                             3,674            375
                                                ------------    -----------

Cash, End of Period                             $       430     $    3,667
                                                 ===========        =======

Supplemental Disclosure of Cash Flow
Information:

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

Cash Paid for Interest                          $    19,510         $   --
                                                ============     ==========






                 See Accompanying Notes to Financial Statements

                                       6

<PAGE>


                            TMP INLAND EMPIRE II, LTD

                        A California Limited Partnership

                        Notes to the Financial Statements

                                  June 30,2000

                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies

General - TMP Inland Empire II, Ltd. (the  Partnership) was organized in 1988 in
accordance with the provisions of the California Uniform Limited Partnership Act
for the purpose of  acquiring,  developing  and  operating  real property in the
Inland Empire area of Southern California

Accounting  Method  - The  Partnership's  policy  is to  prepare  its  financial
statements on the accrual basis of accounting.

Investment in Unimproved  Land - Investment in unimproved  land is stated at the
lower of cost or fair value.  All costs  associated  with the  acquisition  of a
property are capitalized.  Additionally,  the Partnership capitalizes all direct
carrying costs (such as interest  expense and property  taxes).  These costs are
added to the cost of the  properties  and are deducted  from the sales prices to
determine gains when properties are sold.

Syndication Costs - Syndication costs (such as commissions,  printing, and legal
fees)  totaling  $791,514   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 entity is treated as a  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.

                                       7

<PAGE>


                            TMP INLAND EMPIRE II, LTD

                        A California Limited Partnership

                        Notes to the Financial Statements

                                  June 30,2000

                                   (Unaudited)

Note 2 - Organization of the Partnership

On July 26, 1988, the  Partnership  was formed with TMP Properties (A California
General Partnership) and TMP Investments, Inc. (A California Corporation) as the
general  partners  ("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 three separate parcels of real property in
San  Bernardino  County,   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. Two of the
three properties were sold in 1989.

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  7,250  units at  $1,000  each to  qualified
investors.  As of  December  31,  1989,  all 7,250 units had been sold for total
limited partner  contributions  of $7,250,000.  There have been no contributions
made by the General  Partners.  As described in Note 1,  syndication  costs have
been recorded as a reduction in partners' capital.

Note 4 - Allocation of Profits, Losses and Cash Distributions

Profits,  losses, and cash distributions are allocated 99 percent to the limited
partners and 1 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 6 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 2000 or 1999.

                                       8

<PAGE>


                            TMP INLAND EMPIRE II, LTD

                        A California Limited Partnership

                        Notes to the Financial Statements

                                  June 30,2000

                                   (Unaudited)

Note 5 - Agreements with PacWest Inland Empire, LLC  (PacWest)

In March 1998,  the General  Partners  entered into an agreement  (the Financing
Agreement) with 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.

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
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.

As of June 30, 2000 the TMP Land  Partnerships  have been  funded  approximately
$3,348,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships is not limited to a
maximum of $2,500,000.

In April 1998,  PacWest  entered into the Management  Agreement with the General
Partners 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 June 30, 2000 and December 31, 1999, the Partnership has a payable
of $159,899 and $122,031,  respectively,  including interest, to PacWest related
to the aforementioned agreements.

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.

                                       9

<PAGE>

                            TMP INLAND EMPIRE II, LTD

                        A California Limited Partnership

                        Notes to the Financial Statements

                                  June 30,2000

                                   (Unaudited)

Note 6 - Related Party Transactions

Syndication  costs  (see  Notes  1  and  3)  netted  against  partners'  capital
contributions include $725,000 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 $198,874 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.

As of June 30,  2000 and  December  31,  1999 the  Partnership  had a payable of
$4,531 to the General Partners and an affiliated company.

As of June 30, 2000 and December 31,1999,  $90,000 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 June 30, 2000 the limited partners had not
received and do not expect to receive such a return and therefore this amount is
not currently due.

See Note 5 regarding information on management of the Partnership during 2000.

Note 7 - Note Payable

On July 12, 2000, the Partnership  borrowed  $400,000 from a private party.  The
note is secured by a deed of trust on a parcel of land owned by the  Partnership
in Fontana,  California. The note is due on August 1, 2003. The first payment is
due on  August  1,  2000 and will be in the  amount  of  $2,451.76  representing
interest from July 13, 2000 through July 31, 2000.  Interest  accrues at 12% per
annum payable in monthly  installments of $4000.00 beginning  September 1, 2000.
As of June  30,  2000,  no  interest  has  been  capitalized  to  investment  in
unimproved land.

                                       10

<PAGE>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                  June 30, 2000

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.  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,
1999.

During the period from inception  through December 31, 1988, the Partnership was
engaged primarily in the sale of Units of Limited Partnership Interest ("Units")
and  the  investment  of  the  subscription  proceeds  to  purchase  parcels  of
unimproved real property.  The Partnership sold two properties during 1989 for a
gross profit,  net of  acquisition,  carrying and selling costs,  of $1,028,844.
Other revenues received during, 1995-1998 consisted primarily of interest income
earned on funds held.

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

                                       11

<PAGE>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                  June 30, 2000

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 June 30, 2000 and 1999
--------------------------------------------

There were no revenues of the Partnership during the three and six-month periods
ended June 30, 1999.  During the three and six month periods ended June 30, 2000
$1,000 of revenue was  recognized for the rental of the property for a fireworks
display. No properties were sold during the periods presented.

Investing  activities  for the six  months  ended  June 30,  2000 and 1999  used
approximately  $9,200 and  $5,500,  respectively,  most of which was used to pay
development and carrying costs of the unimproved land held for investment.

Total  expenses for the three months ended June 30, 2000 compared with the three
months ended June 30, 1999, decreased by approximately $1,600 due primarily to a
decrease of approximately  $2,300 in General and Administrative  Expenses.  This
decrease  was   partially   offset  by  an  increase  in  Interest   Expense  of
approximately  $2,100  pursuant to the Financing  Agreement with PacWest entered
into April 1, 1998.

Total  expenses  for the six months  ended June 30, 2000  compared  with the six
months ended June 30, 1999, increased by approximately  $14,400 due primarily to
increases in Accounting & Financial Reporting, Outside Professional Services and
Interest Expense. Interest Expense increased by approximately $3,400 pursuant to
the Financing  Agreement with PacWest  entered into April 1, 1998.  Accounting &
Financial  Reporting  increases are directly related to the timing and the costs
incurred to prepare audit and file the appropriate financial information for the
Partnership.  Outside  Professional  Services  increased  by  $10,383  primarily
related to costs incurred to compile, send and administer a proxy statement sent
to all  partners  relating  to the  sale of the  Property  by the  Partnerships'
investor relations' service provider.  All these increases were partially offset
by a decrease in General and Administrative Expenses of $4,951 due to reductions
in office supplies, postage & copies.

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 one property at June 30, 2000.

Liquidity and Capital Resources
-------------------------------

The Partnership has raised a total of $6,564,041, net of syndication costs, from
the sale of Units.  During the period from inception  through December 31, 1988,
the  Partnership  acquired a total of three  properties  for all cash at a total
expenditure of $6,159,225. The

                                       12

<PAGE>

                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                  June 30, 2000

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.

On July 12, 2000, the Partnership  borrowed  $400,000 from a private party.  The
note is secured by a deed of trust on a parcel of land owned by the  Partnership
in Fontana,  California. The note is due on August 1, 2003. The first payment is
due on  August  1,  2000 and will be in the  amount  of  $2,451.76  representing
interest from July 13, 2000 through July 31, 2000.  Interest  accrues at 12% per
annum payable in monthly installments of $4000.00 beginning September 1, 2000.

In March 1998, the General  Partners  entered into the Financing  Agreement with
PacWest, whereby PacWest paid a total of $300,000 to the General Partners of the
Partnership  and 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
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.

As of June 30, 2000 the TMP Land  Partnerships  have been  funded  approximately
$3,348,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships is not limited to a
maximum of $2,500,000.

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.

                                       13

<PAGE>


                           TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                  June 30, 2000

In April 1998,  PacWest  entered into the Management  Agreement with the General
Partners 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 $3,972
for its administrative services.

                                       14


<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: August 15, 2000

         TMP INLAND EMPIRE II, 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