<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 March 31, 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                                  33-0416043
(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


<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 March 31, 1999 and December 31, 1998,  Statements of Income
for the three months ended March 31, 1999 and 1998, Statements of Cash Flows for
the three months ended March 31, 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 months ended March 31, 1999 and 1998 (b) the financial
position at March 31, 1999 and ( c ) the cash flows for the three  months  ended
March 31, 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



                                                 March 31,         December 31,
                                                  1999                1998
                                               (unaudited)
                                               --------------------------------

                                     Assets
<S>                                         <C>                  <C>

Cash                                        $     3,588          $          547
Prepaid Expenses                                  2,681                   5,039
Investment in Unimproved Land,
    net (Note 1)                              2,640,232               2,590,709
                                              ---------              ----------

         Total Assets                       $ 2,646,501          $    2,596,295
                                             ==========              ==========

                      Liabilities and Partners Capital

Due to Affiliates (Note 5)                  $   546,397          $      114,280
Franchise Tax Payable                               800                     800
Property Taxes Payable                           12,725                     ---
Accrued Interest Payable (Note 7)                    --                  57,021
Notes Payable (Note 7)                          358,825                 666,529
                                              ---------              ----------

         Total Liabilities                      918,747                 838,630
                                              ---------              ----------

General  Partners                             (  59,650)               ( 59,351)
Limited Partners:  8,700 Equity Units
  Authorized and Outstanding                  1,787,404               1,817,016
                                              ---------              ----------


         Total Partners Capital               1,727,754               1,757,665
                                              ---------              ----------

         Total Liabilities and 
                  Partners Capital          $ 2,646,501          $    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
                                                    March 31,          March 31,
                                                      1999               1998
                                                    --------------------------

Income
<S>                                                <C>          <C>

     Interest                                      $     ---     $         555
                                                    --------         ---------

         Total Interest Income                           ---              555

Expenses
     Accounting & Financial Reporting                  5,796            9,007
     Outside Professional Services                     6,788           21,419
     General  & Administrative                         4,188            1,090
     Interest                                         12,339               --
                                                     --------         ---------

         Total Expenses                               29,111           31,516
                                                     --------         ---------

         Loss Before Income Taxes                     29,111           30,961

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

         Net Loss                                    $29,911          $31,761
                                                     =======          =======


Allocation of Net Loss  (Note 4):

General  Partners, in the Aggregate:               $   (299)       $    (318)
                                                   =========       ==========

Limited Partners, in the Aggregate:                $(29,612)       $ (31,443)
                                                   =========       ==========

Limited Partners, per Equity Unit:                 $  (3.40)       $   (3.61)
                                                   =========       ==========
</TABLE>













                 See Accompanying Notes to Financial Statements



<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VII, LTD
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (unaudited)



                                                       Three Months Ended
                                                    March 31           March 31
                                                      1999               1998
                                                      -----------------------

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

Net Loss                                           $  (29,911)        $ (31,761)
Adjustments to Reconcile Net Loss to Net Cash
     Provided By (Used In) Operating Activities:
       Increase in Due to Affiliates                  432,117            2,935
       Decrease in Prepaid Expenses                     2,358           10,898
       Decrease in Interest  & Accounts Payable       (57,021)          (4,325)
       Increase in Property Taxes Payable              12,725           10,112
                                                    ---------          --------

     Net Cash Provided By (Used In)
                Operating Activities                  360,268          (12,141)
                                                    ---------          --------

Cash Flow from Investing Activities:

       Increase in Investment in Unimproved Land       (49,523)        (48,634)
                                                     ---------         --------
     Net Cash Used In Investing Activities             (49,523)        (48,634)

Cash Flow from Financing Activities:

       Payments Made on Notes Payable                 (307,704)         63,075
                                                     ---------         --------

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


Increase in Cash                                          3,041          2,300

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

Cash , End of Period                                  $   3,588        $99,162
                                                       ========        =======

Supplemental Disclosure of Cash Flow Information:

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

Cash Paid for Interest                                 $ 73,882        $13,205
                                                       ========         =======

Other  Disclosures:  See Note 6 for  information on the  Partnership's  non-cash
financial  activities  during  the  periods  ended  March 31,  1999 and 1998 See
Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 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.

New Accounting Standards - In June 1998 the Financial Accounting Standards Board
issued  Statement of Financial  Accounting  Standards No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities." The new statement requires all
derivatives  to be recorded on the balance  sheet at fair value and  establishes
new accounting rules for hedging instruments. This statement will have no effect
on the financial statements of the Partnership.


<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1999
                                   (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.  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 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  83.5  percent to the  limited  partners  and 16.5
percent to the general partners.

There were no distributions in 1999 or 1998.


<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1999
                                   (Unaudited)

Note 5 - Agreements with PacWest

In March 1998, the general partners of the Partnership entered into an agreement
(the Financing Agreement) with PacWest Inland Empire, LLC (PacWest),  a Delaware
Limited  Liability  Company,  whereby  PacWest  paid a total of  $300,000 to the
general partners of the Partnership and ten other related  partnerships (the TMP
Land  Partnerships).  In  addition,  PacWest  agreed to pay up to an  additional
$300,000 for any deficit capital  accounts for these 11 partnerships in exchange
for the rights to  distributions  from the  general  partners;  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 agreed to loan and/or secure a loan for the Partnership the
TMP Land  Partnerships  in the  amount  of  $2,500,000.  Loan  proceeds  will be
allocated among the 11 TMP Land  Partnerships,  based on partnership needs, from
recommendations  made by PacWest, and under the approval and/or direction of the
general partners.  Portions of these funds were 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 March 31, 1999, the Partnership has an amount due of  approximately
$546,000 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.

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.


<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1999
                                   (Unaudited)

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 service 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 principal  amount was payable in full upon sale
of the land  parcels or upon  recordation  of the final  tract maps for the same
parcels and is secured by those  parcels.  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 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
payment to $1,276 per month beginning on March 1, 1999.

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.

Note 8 - Restatement and Reissuance of 1997 financial statements

In  compliance  with  Statement  of  Financial   Accounting  Standards  No.  121
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
be Disposed Of (SFAS 121),  the 1996 and 1995 financial  statements  reported an
expense  for the  decline in fair value of  unimproved  land of  $3,546,049  and
$2,117,773,  respectively.  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.  SFAS 121 does not  provide  for  recording
appreciation  in fair value of an asset even in view of  previously  recording a
decline in value.  Therefore,  the 1997  financial  statements  were restated to
reverse  the  appreciation  in  fair  value  of land on  August  3,  1998 by the
predecessor accounting firm.



<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership

                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1999
                                   (Unaudited)

Note 9 - 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 Three Months Ended March 31, 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.

The  Partnership  recognized a 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.



<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership
                    For the Three Months Ended March 31, 1999

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 March 31, 1999 and 1998

Partnership  revenues  during the three  periods  ended  March 31, 1999 and 1998
consisted  primarily  of interest  income.  No  properties  were sold during the
periods presented.

Investing  activities  for the three  months  ended March 31, 1999 and 1998 used
approximately $50,000 and $49,000 of cash, respectively; mainly for the carrying
costs of the land held for investment. Financing activities for the three months
ended  March 31,  1999 used  approximately  $369,000  to  payoff  certain  notes
payable. Financing activities for the three months ended March 31, 1998 provided
approximately $63,000 from the proceeds from certain notes payable.

The Partnership had five properties as of March 31, 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).

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.


<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership
                    For the Three Months Ended March 31, 1999

In  addition,  PacWest  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 11 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 were 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.

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.


<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        a California Limited Partnership
                    For the Three Months Ended March 31, 1999

The  Partnership  has not spent a  material  amount of  financial  resources  to
remediate  Year  2000  problems  and does not  anticipate  that it will  spend a
material  amount of financial  resources to remediate  Year 2000 problems in the
future. The costs of such remediation will be part of the Partnership's  general
and administrative expenses.



<PAGE>


Signatures

Pursuant  to the  requirements  of the  Securities  exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:  May 17, 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