<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. 0-20120

                           TMP INLAND EMPIRE VII, 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 September  30, 1999 and ( c ) the cash flows for the
nine  months  ended  September  30,  1999  and  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 VII, LTD.
                        A California Limited Partnership

                                 Balance Sheets



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

Cash                                            $      4,920       $        547
Prepaid Expenses                                           0              5,039
Investment in Unimproved Land, net (Note 1)        2,727,178          2,590,709
                                                   ---------          ---------

    Total Assets                                $  2,732,098       $  2,596,295
                                                ============       ============



          Liabilities and Partners Capital

Accounts Payable                                $        286       $          0
Due to Affiliates (Notes 5 and 6)                    700,356            114,280
Franchise Tax Payable                                    800                800
Property Taxes Payable                                13,366                  0
Accrued Interest Payable (Note 7)                          0             57,021
Notes Payable (Note 7)                               358,825            666,529
                                                   ---------          ---------

    Total Liabilities                              1,073,633            838,630

General Partners                                     (60,343)           (59,351)
Limited Partners: 8,700 Equity Units
  Authorized and Outstanding                       1,718,808          1,817,016
                                                   ---------          ---------


    Total Partners Capital                         1,658,465          1,757,665
                                                   ---------          ---------

    Total Liabilities and Partners Capital      $  2,732,098       $  2,596,295
                                                ============       ============


</TABLE>






                 See Accompanying Notes to Financial Statements


<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                              Statements of Income
                                  (unaudited)


                                                      Three Months Ended

                                                 September 30      September 30
                                                       1999               1998
                                                   ---------          ---------

<S>                                             <C>                <C>

Income
     Interest                                   $          0      $           0
                                                   ---------          ---------

Total Income                                               0                  0
                                                   ---------          ---------

Expenses
     Accounting & Financial Reporting                  4,480              9,507
     Outside Professional Services                     6,358             13,547
     General  & Administrative                         2,964              9,767
     Interest                                         19,091                352
                                                   ---------          ---------

Total Expenses                                        32,893             33,173
                                                   ---------          ---------


Net Loss                                        $    (32,893)      $    (33,173)
                                                 ============       ============


Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:        $       (329)      $       (332)
                                                 ============       ============

     Limited Partners, in the Aggregate:        $    (32,564)      $    (32,841)
                                                 ============       ============

     Limited Partners, per Equity Unit:         $     (3.74)       $      (2.86)
                                                 ===========        ============


</TABLE>







                 See Accompanying Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (unaudited)


                                                          Nine months Ended

                                                 September 30       September 30
                                                      1999                1998
                                                   ---------          ---------

<S>                                             <C>                <C>

Income
     Interest                                   $          5       $        556
                                                   ---------          ---------

Total  Income                                              5                556
                                                   ---------          ---------

Expenses
     Accounting & Financial Reporting                 19,041             20,903
     Outside Professional Services                    19,785             42,110
     General  & Administrative                        10,511             15,216
     Interest                                         49,068                515
                                                   ---------          ---------

Total Expenses                                        98,405             78,744
                                                   ---------          ---------

Loss Before Taxes                                    (98,400)           (78,188)

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

Net Loss                                        $    (99,200)      $    (78,988)
                                                 ============       ============


Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:        $       (992)      $       (790)
                                                 ============        ===========

     Limited Partners, in the Aggregate:        $    (98,208)      $    (78,198)
                                                 ============       ============

     Limited Partners, per Equity Unit:         $     (11.29       $      (6.80)
                                                 ============        ===========


</TABLE>




                 See Accompanying Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>

                           TMP INLAND EMPIRE VII, LTD
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (unaudited)

                                                         Nine months Ended
                                                    September 30   September  30
                                                        1999             1998
                                                   ---------          ---------

<S>                                                 <C>             <C>

Cash Flows from Operating Activities:

Net Loss                                            $   (99,200)    $   (78,988)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided By (Used In) Operating Activities:
    Increase (Decrease) in Due to Affiliates            586,076          (2,566)
    Decrease in Prepaid Expenses                          5,039          19,492
    (Decrease) Increase in Interest
    & Accounts Payable                                  (56,735)         27,211
    Increase (Decrease) in Property Taxes Payable        13,366         (21,175)
                                                       ---------       ---------

      Net Cash Provided By (Used In)
           Operating Activities                         448,546         (56,026)

Cash Flows from Investing Activities:
    Increase in Investment in Unimproved Land          (136,469)       (103,185)
                                                       ---------       ---------

       Net Cash Used In Investing Activities           (136,469)       (103,185)

Cash Flows from Financing Activities:
    (Payments Made) Borrowings on Notes Payable        (307,704)         63,075
                                                       ---------       ---------

        Net Cash Provided By (Used In)
             Financing Activities                      (307,704)          63,075
                                                       ---------       ---------


Increase (Decrease) in Cash                               4,373         (96,736)

Cash, Beginning of Period                                   547          96,862
                                                       ---------       ---------


Cash, End of Period                                 $     4,920     $       126
                                                    ===========     ===========

Supplemental Disclosure of Cash Flow Information:

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

Cash Paid for Interest                              $    41,827     $    52,688
                                                    ===========     ===========
</TABLE>


                 See Accompanying Notes to Financial Statements

<PAGE>


                           TMP INLAND EMPIRE VII, 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 VII, Ltd. (the Partnership) was organized in 1990 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  $1,007,223  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>

Note 2 - Organization of the Partnership

The  Partnership  was originally  formed on July 20, 1990 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  ofTMP  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 four separate  parcels of unimproved real
property in Riverside and San Bernardino Counties,  California. During 1992, one
additional  parcel in Riverside  County was  purchased by the  Partnership.  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.

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  8,700  units at  $1,000  each to  qualified
investors.  As of  December  31,  1992,  all 8,700 units had been sold for total
limited partner  contributions  of $8,700,000.  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  83.5  percent to the  limited  partners  and 16.5
percent to the general partners. There were no distributions in 1999 or 1998.

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

<PAGE>

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,  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 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 $700,000 to PacWest related to the aforementioned agreements.

Note 6 - Related Party Transactions

Syndication  costs  (see  Notes  1  and  3)  netted  against  partners'  capital
contributions include $870,000 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.

<PAGE>

Investment in  unimproved  land  includes  acquisition  fees of $500,000 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.

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

Note 7 - Notes Payable

In 1997, the Partnership  entered into an amended loan agreement with an outside
party who  provided  engineering  services for various  land  parcels.  The loan
amount of $317,704  accrued  interest  at 10% per annum,  and the  interest  was
payable on or before  February 28, 1998.  The loan was  guaranteed  by the three
general partners of TMP Properties and by TMP Properties. The note was repaid in
full in February 1999.

In February 1997, the Partnership  entered into a loan agreement with an outside
party by offering parcels owned by the Partnership as collateral. The total loan
amount of  $125,000  accrued  interest  at 14% per annum,  and the  interest  is
payable monthly  beginning April 1, 1997 and the principal was originally due in
February  1999. In February 1999, the note payable was amended to extend the due
date to February  2001,  to decrease the interest  rate to 12.25% and reduce the
monthly interest payment to $1,276 per month beginning on March 1, 1999. For the
nine months  ended  September  30,  1999,  $11,667 of interest has been paid and
capitalized to investment in unimproved land.

In 1997, the Partnership  entered into a loan agreement with an outside party by
offering  parcels owned by the Partnership as collateral.  The total loan amount
of $233,825  accrues  interest at 13.5% per annum,  and the  interest is payable
monthly. This note matures in November 1999. For the nine months ended September
30, 1999,  $23,675 of interest has been paid and  capitalized  to  investment in
unimproved land.

Note 8 - 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 VII, 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 (July 20, 1990) through  December 31, 1991, 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 only cash revenues  received during 1993-1998 was
from the interest income earned on funds held.

<PAGE>


The  Partnership  recognized  losses in 1995 and 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 $3,546,049.  The 1997 financial
statements  originally  issued with the auditor's  report dated January 28, 1998
reported  $1,824,767  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 three and nine month periods ended September 30,
1999 and 1998 consisted of interest  income.  No properties were sold during the
periods presented.

Investing activities for the three months ended September 30, 1999 and 1998 used
approximately  $136,000  and $103,000 of cash,  respectively;  mainly to pay for
development  and  carrying  costs of the land  held  for  investment.  Financing
activities  for the nine months  ended  September  30,  1999 used  approximately
$308,000  to payoff a note  payable.  Financing  activities  for the nine months
ended September 30, 1998 provided  approximately  $63,000 from the proceeds from
certain notes payable.

Total  expenses for the three months ended  September 30, 1999 compared with the
three months ended  September 30, 1998,  decreased by  approximately  $280,  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
$19,000  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  of  approximately  $5,000  or  53%.  Outside  Professional
Services  decrease  is  primarily  related to  certain  insurance  and  investor
relation expenses incurred in 1998 yet not in 1999.  General and  Administrative
expenses  decrease  during the  period by $6,803 or 70% 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.

<PAGE>

Total  expenses for the nine months ended  September  30, 1999 compared with the
nine months ended September 30, 1998, increased by approximately  $20,000.  This
increase is due  primarily to an increase in Interest  Expense of  approximately
$48,600 or 99% 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. The overall increase was
partially offset be the decrease in Accounting and Financial Reporting,  Outside
Professional  Services and General &  Administrative  Expenses.  Continuity  and
experience with the internal accounting staff and external accountant reviews is
the  explanation  for the  decrease in  Accounting  and  Financial  Reporting of
approximately  $2,000.  Outside  Professional  Services  decrease  is  primarily
related to certain insurance and investor relation expenses incurred in 1998 yet
not in 1999. General and  Administrative  expenses decrease during the period by
$4,705 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.

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.  During the nine month period
ended  September 30, 1999,  the  Partnership  paid off one of its' notes payable
which  required  approximately  $365,000 of funds  (principal and interest) from
PacWest.

The Partnership had five 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 $7,722,751, 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 five properties for all
cash at a total  expenditure  of $7,457,705.  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 five 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  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 and November 1997, the general partners  procured loans of $125,000 and
$233,825, respectively to provide cash for partnership operations. The loans are
secured  by  partnership  land.  (See  Note  7  of  the  accompanying  financial
statements).

<PAGE>

The  Partnership  had a note with Ludwig  Engineering for the engineering on the
Victorville 70-acre parcel. This note was paid off in February 1999. (See Note 7
in the accompanying financial statements).

There are no current  plans to further  develop  any of the  parcels,  and it is
expected that no such plans would be undertaken unless adequate funding could be
obtained, either from the sale or refinancing of parcels or from a joint venture
partner.

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
$15,998 for its administrative services.

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.

<PAGE>

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  financialresources  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: November 3, 1999

TMP INLAND EMPIRE VII, 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