```

                     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, 2000
                           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 33-0416043
      (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
```

```

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, 2000 and December 31, 1999,  Statements  of
Operations for the three and nine months ended  September 30, 2000 and 1999, and
Statements of Cash Flows for the nine months ended September 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 nine months ended  September 30, 2000 and 1999 (b)
the financial position at September 30, 2000 and (c) the cash flows for the nine
months ended  September 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
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                            September 30,     December 31,
                                                    2000            1999
                                             (Unaudited)
                                             ----------- ----------------
                                     Assets

Cash .........................................$        61    $     3,138
Investment in Unimproved Land, net (Note 1) ....2,873,629      2,784,496
                                               ----------     ----------

    Total Assets ............................ $ 2,873,690    $ 2,787,634
                                              ===========    ===========

                        Liabilities and Partners' Capital

Accounts Payable ..........................   $    10,666    $         0
Due to Affiliates (Notes 5) ...............       981,846        802,191
Franchise Tax Payable .....................           800            800
Property Taxes Payable ....................        34,982              0
Notes Payable (Note 7) ....................       369,000        369,000
                                               ----------     ----------

    Total Liabilities .....................     1,397,294      1,171,991
                                               ----------     ----------

General Partners ..........................       (62,163)       (60,771)
Limited Partners: 8,700 Equity Units
  Authorized and Outstanding ..............     1,538,559      1,676,414
                                               ----------     ----------

    Total Partners' Capital ...............     1,476,396      1,615,643
                                               ----------     ----------

    Total Liabilities and Partners' Capital   $ 2,873,690    $ 2,787,634
                                              ===========    ===========

                 See Accompanying Notes to Financial Statements

                                       3
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                            Statements of Operations
                                   (Unaudited)

                                                      Three Months Ended

                                                  September 30,  September 30,
                                                   2000              1999
                                                ------------      -----------

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

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

Expenses
     Accounting & Financial Reporting ..........    6,514          4,480
     Outside Professional Services ...............  9,005          6,358
     General  & Administrative ...................    974          2,964
     Interest .................................... 28,419         19,091
                                               ----------     ----------

Total Expenses ................................... 44,912         32,893
                                               ----------     ----------

Net Loss .....................................$   (44,912)   $   (32,893)
                                               ==========     ==========

Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate: .....$      (449)   $      (329)
                                               ==========     ==========

     Limited Partners, in the Aggregate: .....$   (44,463)   $   (32,564)
                                               ==========     ==========

     Limited Partners, per Equity Unit: ......$     (5.11)   $     (3.74)
                                               ==========     ==========

                 See Accompanying Notes to Financial Statements

                                       4
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                            Statements of Operations
                                   (Unaudited)

                                                     Nine months Ended

                                               September 30,   September 30,
                                                  2000            1999
                                               ------------   ------------

Income
     Interest                                 $         0    $         5
                                              -----------    -----------

Total Income                                            0              5
                                              -----------    -----------

Expenses
     Accounting & Financial Reporting              29,528         19,041
     Outside Professional Services                 25,596         19,785
     General  & Administrative                      5,473         10,511
     Interest                                      77,850          49,068
                                              -----------       ----------

Total Expenses                                    138,447         98,405
                                              -----------       ----------

Loss Before Income Taxes                         (138,447)       (98,400)

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

Net Loss                                      $  (139,247)   $   (99,200)
                                              ============   ============

Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:      $    (1,392)   $      (992)
                                              ============   ============

     Limited Partners, in the Aggregate:      $  (137,855)   $   (98,208)
                                              ============   ============

     Limited Partners, per Equity Unit:       $    (15.85)   $    (11.29)
                                              ============   ============

                 See Accompanying Notes to Financial Statements

                                       5
```

```

                           TMP INLAND EMPIRE VII, LTD
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (unaudited)

                                                           Nine months Ended
                                                        September 30,  September 30,
                                                            2000           1999
                                                        ------------  ------------

Cash Flows from Operating Activities:

Net Loss .............................................   $(139,247)   $ (99,200)
  Adjustments to Reconcile Net Loss to Net Cash
       Provided By Operating Activities:
    Increase in Due to Affiliates ....................     179,655      586,076
    Decrease in Prepaid Expenses .....................           0        5,039
    Increase (Decrease) in Interest & Accounts Payable      10,666      (56,735)
    Increase in Property Taxes Payable ...............      34,982       13,366
                                                        ----------    ----------
      Net Cash Provided By Operating Activities ......      86,056      448,546
                                                        ----------    ----------

Cash Flows from Investing Activities:
    Increase in Investment in Unimproved Land ........     (89,133)    (136,469)
                                                        ----------    ----------
       Net Cash Used In Investing Activities .........     (89,133)    (136,469)
                                                        ----------    ----------

Cash Flows from Financing Activities:
    Payments Made on Notes Payable ...................           0     (307,704)
        Net Cash Used In Financing Activities ........           0     (307,704)

Net (Decrease) Increase in Cash ......................      (3,077)       4,373

Cash, Beginning of Period ............................       3,138          547
                                                        ----------    ----------

Cash, End of Period ..................................   $      61    $   4,920
                                                         =========    =========

Supplemental Disclosure of Cash Flow Information:

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

Cash Paid for Interest ...............................   $ 170,585    $  41,827
                                                         =========    ==========

                 See Accompanying Notes to Financial Statements

                                       6
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2000
                                   (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  expense and property  taxes).  These costs are
added to the cost of the  properties  and are deducted  from the sales prices to
determine gains, if any, 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 entity is treated as 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
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2000
                                   (Unaudited)

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 ("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 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 2000 or 1999.

                                       8
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 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,
reduction of existing debt, property taxes in arrears,  appropriate  entitlement
costs and partnership operations.

As  of  September  30,  2000  the  TMP  Land   Partnerships   have  been  funded
approximately  $3,080,000  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.

                                       9
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2000
                                   (Unaudited)

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

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 September 30, 2000 and December 31, 1999, the  Partnership  has an
amount due of  $981,846  and  $802,191,  respectively,  including  interest,  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.

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 2000.

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 was originally payable
on or before February 28, 1998. The loan was guaranteed by the general  partners
of TMP Properties and by TMP Properties.  The note was repaid in full in January
1999.

                                       10
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                        Notes to the Financial Statements
                               September 30, 2000
                                   (Unaudited)

Note 7 - Notes Payable (continued)

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,  with the interest payable
monthly  beginning  April 1, 1997.  The principal was originally due in February
1999. In February  1999, the note 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  beginning  on March 1,  1999.  For the  nine  months  ended
September 30, 2000,  $11,484 of the interest relating to this note 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 was refinanced in November 1999. The original lender was paid
off and the Partnership  entered into a new loan agreement.  The new loan amount
of $244,000 accrues interest at 12% per annum. The interest payment of $2,440 is
due monthly with the initial interest payment due December 1, 1999. The due date
of the loan is November  2001.  For the nine months  ended  September  30, 2000,
$21,960  of  interest  relating  to this note has been paid and  capitalized  to
investment in unimproved land.

                                       11
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                               September 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 (July 20, 1990) through  December 31, 1991, 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 only cash revenues  received  during
1995-1999 was from the interest income earned on funds held.

                                       12
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                               September 30, 2000

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.

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, 2000 and 1999
-------------------------------------------------

There were no Partnership revenues during the three and nine-month periods ended
September  30, 2000.  Partnership  revenues for the three and nine month periods
ended  September 30, 1999  consisted  solely of interest  income earned on funds
held. No properties were sold during the periods presented.

Investing  activities for the nine months ended September 30, 2000 and 1999 used
approximately  $89,000  and  $136,000 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.

Total  expenses for the three months ended  September 30, 2000 compared with the
three months ended September 30, 1999,  increased by  approximately  $12,000 due
primarily to increases in Accounting & Financial Reporting, Outside Professional
Services and Interest Expense.  Accounting & Financial  Reporting  increases are
directly related to the timing of the costs incurred to prepare, review and file
the appropriate  financial  information for the  Partnership.  Interest  Expense
increased by $9,328  pursuant to the Financing  Agreement  with PacWest  entered
into April 1, 1998.  During the  nine-month  period  ended  September  30,  2000
PacWest  contracted  with a consultant to provide the  Partnership  with certain
expertise.  The addition of this  consultant is the primary  explanation for the
increase in Outside  Professional  Services  for the  three-month  period  ended
September  30, 2000.  These  increases  were  partially  offset by a decrease in
General & Administrative Expenses of $1,990 due to reductions in Office Supplies
and Postage & Copies.

Total  expenses for the nine months ended  September  30, 2000 compared with the
nine months ended  September 30, 1999,  increased by  approximately  $40,000 due
primarily  to  increases  in  Accounting  &  Financial  Reporting,   Outside
Professional  Services  and  Interest  Expense.  Interest  Expense  increased by
$28,782  pursuant to the Financing  Agreement with PacWest entered into April 1,
1998. Accounting & Financial Reporting increases are directly related to the
timing  of the  costs  incurred  to  prepare,  review  and file the  appropriate
financial information for the Partnership. During the nine-month

                                       13
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                               September 30, 2000

period ended September 30, 2000 PacWest  contracted with a consultant to provide
the Partnership with certain  expertise.  The addition of this consultant is the
primary  explanation for the increase in Outside  Professional  Services for the
nine-month  period ended  September 30, 2000.  These  increases  were  partially
offset by a  decrease  in  General &  Administrative  Expenses  of $5,038 due to
reductions in Office Supplies and 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.  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.

Increases in Property  Taxes  Payable are directly  related to current  property
taxes that were due in April & December  2000 not yet paid as of  September  30,
2000.

The  Partnership had five properties as of September 30, 2000 that are currently
listed for sale at sales prices  ranging from  $150,000 -  $1,900,000.  Upon the
sale of each  property,  the  Partnership  intends  to  payback  PacWest  loans,
including  interest,  and then 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 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.

                                       14
```

```

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                               September 30, 2000

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.  Both  these  loans  were  either  paid  off  or
renegotiated  during  the year  ended  December  31,  1999.  (See  Note 7 in the
accompanying financial statements).

The  Partnership  had a note with Ludwig  Engineering for the engineering on the
Victorville  70-acre parcel. This note was paid off in January 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  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  September  30,  2000  the  TMP  Land   Partnerships   have  been  funded
approximately  $3,080,000  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.

                                       15
```

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                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership
                               September 30, 2000

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.

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
$15,998 for its administrative services.

                                       16
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```

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 15,2000

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
```