U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

FORM 10-QSB

Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2002
                           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           
             
             
             
             
             
             
             
             
         33-0386437
(State or other jurisdiction        
             
             
             
             
             
             
          
      (I.R.S.  Employer Identification No.) of
incorporation or organization)

801 North Parkcenter Drive, Suite 235
                           Santa Ana, California 92705
         (Address of principal executive offices, including Zip Code)

(714) 836-5503
                (Issuer's telephone number, including area code)

Check whether the issuer
[1] filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and [2] has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Transitional Small Business Disclosure Format: ____Yes__X__No

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, 2002 and December 31, 2001, Statements of Operations for the three
and nine months ended September 30, 2002 and 2001, and Statements of Cash Flows
for the nine months ended September 30, 2002 and 2001.

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, 2002 and 2001 (b) the financial
position as of September 30, 2002 and (c) the cash flows for the nine months
ended September 30, 2002 and 2001. Interim results are not necessarily
indicative of results for a full year.

The balance sheet presented
as of December 31, 2001 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,
                                                   2002                 2001
                                                (unaudited)           (audited)
                                                -------------------------------
                                                Assets

Cash                                            $     16,276       $        197
Prepaid Expenses                                           0              3,199
Note Receivable (Note 10)                          1,200,000                  0
Investment in Unimproved Land, net (Note 1)          497,328          2,248,740
                                                ------------          ---------

    Total Assets                                $  1,713,604       $  2,252,136
                                                ================   ============


                        Liabilities and Partners' Capital

Accounts Payable                                $     14,543       $     17,545
Due to Affiliates (Note 5)                         1,207,588          1,345,056
Escrow Deposit (Note 11)                               5,000                  0
Franchise Tax Payable                                    800                800
Property Taxes Payable (Note 9)                      103,610             87,924
Notes Payable (Note 7)                               125,000            369,000
                                                ------------       ------------

    Total Liabilities                              1,456,541          1,820,325
                                                   ------------       ---------

General Partners                                     (74,357)           (72,609)
Limited Partners: 8,700 Equity Units
  Authorized and Outstanding                         331,420            504,420
                                                ------------       ------------


    Total Partners' Capital                          257,063            431,811
                                                ------------       ------------

    Total Liabilities and Partners' Capital     $  1,713,604       $  2,252,136
                                                ================   ============





                 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,
                                                  2002                2001
                                               ------------        -----------

Property Sales                                  $  1,875,000       $          0
                                                                    ---------

Cost of Property Sales                            (1,807,283)                   0
                                                -------------       -------------

  Net Gain on Property Sales                          67,717                   0
                                                ------------       -------------
Income
     Other                                                 0                  0
                                                ------------          -------

Total Income                                          67,717                  0
                                                ------------       ------------
Expenses
     Accounting & Financial Reporting                  5,589              6,514
     Outside Professional Services                     8,705              9,594
     General  & Administrative                             0                295
     Decline in Market Value                          31,000             60,000
     Interest                                         26,312             37,076
                                                ------------       ------------

Total Expenses                                        71,606            113,479
                                                ------------       ------------

Income (Loss) Before Income Taxes                      (3889)           (113,479)

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

Net Loss                                        $     (3,889)      $   (113,479)
                                                =============      =============

Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:        $          (39)    $     (1,135)
                                                ===============    =============

     Limited Partners, in the Aggregate:        $       (3,850)    $   (112,344)
                                                ===============    =============

     Limited Partners, per Equity Unit:         $         (.44)    $     (12.91)
                                                ===============    =============


                 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,
                                                   2002                2001
                                                --------------      -----------

Property Sales                                  $  1,948,000       $          0
                                                                    -----------

Cost of Property Sales                            (1,880,298)                 0
                                                 ------------      ------------

  Net Gain on Property Sales                          67,702                  0
                                                ------------       ------------

Income
     Other                                             5,500                  0
                                                ------------        ------- ---

Total Income                                          73,202                  0
                                                ------------       ------------

Expenses
     Accounting & Financial Reporting                 19,085             19,030
     Outside Professional Services                    27,516             24,013
     General  & Administrative                         1,057              1,543
     Decline in Market Value                          76,000            285,164
     Interest                                        123,492            103,763
                                                ------------         ----------

Total Expenses                                       247,150            433,513
                                                ------------       ------------

Loss Before Income Taxes                            (173,948)          (433,513)

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

Net Loss                                        $   (174,748)       $  (434,313)
                                                =============       ============

Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:        $     (1,747)      $     (4,343)
                                                =============      =============

     Limited Partners, in the Aggregate:        $   (173,001)      $   (429,970)
                                                =============      =============

     Limited Partners, per Equity Unit:         $     (19.89)      $     (49.42)
                                                =============      =============


                 See Accompanying Notes to Financial Statements`

5

`TMP INLAND EMPIRE VII, LTD
                        A California Limited Partnership

                            Statements of Cash Flows
                                   (unaudited)

                                                          Nine months Ended
                                                      September 30,September 30,
                                                      2002             2001
                                                --------------     ------------

Cash Flows from Operating Activities:

Net Loss                                        $   (174,748)      $   (434,313)
  Adjustments to Reconcile Net Loss to Net Cash
       (Used In) Provided By Operating Activities:
    Decline in Market Value                           76,000            285,164
    (Gain) on Property Sales                         (67,702)                 0
    (Decrease) Increase in Due to Affiliates        (137,468)           207,601
    Decrease in Prepaid Expenses                       3,199                  0
    (Decrease) in Accounts Payable                    (3,002)           (12,706)
    Increase in Property Taxes Payable                15,686             34,543
                                                   ---------       ------------
      Net Cash (Used In)
             Provided By Operating Activities       (288,035)            80,289
                                                    ---------      ------------

Cash Flows from Investing Activities:
    Net Proceeds from Property Sales and
       Payment of Selling Expenses                   626,628                  0
    Proceeds from Escrow Deposit                       5,000                  0
    Increase in Investment in Unimproved Land        (83,514)           (80,090)
                                                    ---------       ------------
       Net Cash Provided By
              (Used In) Investing Activities         548,114            (80,090)
                                                   ---------            --------

Cash Flows from Financing Activities:
    Payment of Notes Payable                       (244,000)                  0
                                                   ---------       ------------
       Net Cash (Used In) Financing Activities     (244,000)                  0
                                                   ---------       ------------

Net Increase in Cash                                  16,079                199

Cash, Beginning of Period                                197                 52
                                                   ---------       ------------

Cash, End of Period                             $     16,276       $        251
                                                ============       ============




                 See Accompanying Notes to Financial Statements`

6

`TMP INLAND EMPIRE VII, LTD
                        A California Limited Partnership

                      Statements of Cash Flows (continued)
                                   (unaudited)

Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------

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

Cash Paid for Interest                          $    140,811       $    124,988
                                                ============       ============



                 See Accompanying Notes to Financial Statements`

7

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (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
entity is treated as a partnership for income tax purposes and accordingly any
income or loss is passed through and taxable to the individual partners.
Accordingly, there is no provision for federal income taxes in the accompanying
financial statements. However, the minimum California Franchise Tax payable
annually by the Partnership is $800.

8

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies (continued)

Recent Authoritative
Pronouncements- In October 2001, the FASB issued SFAS No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. This
statement establishes the accounting model for long-lived assets to be disposed
of by sale and applies to all long-lived assets, including discontinued
operations. This new statement requires that those long-lived assets be measured
at the lower of carrying amount or fair value less cost to sell, whether
reported in continuing operations or in discontinued operations. The Partnership
adopted SFAS No. 144 beginning January 1, 2002. There was no impact to the
financial statements since the long-lived assets had previously been recorded at
the lower of cost or market value, less disposal costs.

In June 2002, the FASB
issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections. This
statement requires the classification of gains or losses from the
extinguishments of debt to meet the criteria of APB Opinion No. 30
Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions before they can be classified as extraordinary in
the income statement. The rescission of SFAS No. 4 is effective January 1, 2003.
The amendment of SFAS No. 13 is effective for transactions occurring on or after
May 15, 2002. Management is assessing the impact of this statement.In September
2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities. This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. The provisions
of this statement are effective for activities that are initiated after December
31, 2002. Management is assessing the impact of this statement.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions, an Amendment to SFAS No. 72 and 144,
and FASB Interpretation No. 9. This FASB relates to the acquisition of financial institutions and is not expected to have an impact
on the Partnership's financial position or results of operations since the Partnership has no intention of acquiring financial
institutions.

Liquidity and Going
Concern - As shown in the accompanying financial statements, the Partnership
does not have sufficient current assets to satisfy liabilities that arise in the
normal course of business. PacWest Inland Empire (PacWest), through
its loan agreement with the TMP partnerships, provided a source of funds by
which the

9

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies (continued)

Partnership could satisfy
the liabilities arising from partnership operations and the development and
maintenance of undeveloped land held by the Partnership. The loan agreement
originally stated that PacWest could loan up to $2,500,000 to the TMP
partnerships. Subsequently, the agreement was amended to allow PacWest to loan
beyond $2,500,000. Currently, PacWest has loaned approximately $2,781,800 to the
TMP partnerships, of which approximately $1,207,588 has been loaned to the
Partnership. PacWest has stopped loaning funds to the Partnership.

The Partnership has
notified the limited partners of their intent to terminate the Partnership by
December 31, 2002 and the Partnership is actively attempting to sell the
undeveloped land it presently owns. The Partnership currently has two
properties. One property is currently in escrow and foreclosure proceedings have
begun on the second property.

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.

10

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (Unaudited)

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 2002 or 2001.

Note 5 - Agreements with PacWest

In March 1998, the General
Partners entered into an agreement (the Financing Agreement) with PacWest,
whereby PacWest paid a total of $300,000 to the General Partners 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.

11

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (Unaudited)

Note 5 - Agreements with PacWest (continued)

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. As of September 30, 2002 and December 31,
2001 the TMP Land Partnerships owe PacWest approximately $2,781,800 and
$3,637,000, respectively, including advances & interest.

Effective August 1, 2000,
the Partnership entered into the First Amendment to the Management Agreement
(First Amendment). The purpose of the First Amendment is to clarify
and define certain language and the terms of the provisions of the Management
Agreement. The Management Agreement, in its entirety, remains in effect apart
from specific items discussed in the First Amendment.

Certain items disclosed in
the First Amendment include 1) Revision of the Asset Administration
Fee schedule and its reduction upon the sale of any property, 2)
Participation Fee wording is altered to read Manager Profit
Participation and its calculation is defined, 3) the maximum amount of the
PacWest loan to any Partnership shall not exceed fifty percent (50%) of the fair
market value of all real properties owned by the Partnership, and the maximum
amount of the PacWest loan secured against each specific parcel shall not exceed
a loan-to-value ratio of fifty percent of the fair market value of that parcel,
4) The maximum Total PacWest loan amount shall be $2,500,000 allocated between
the Partnerships and each borrowing Partnership shall execute a Promissory Note
(as attached to the First Amendment) and a Trust Deed (as attached to the First
Amendment. PacWest and the TMP Land Partnerships shall be entitled to enter into
a separate written agreement to provide for a short term gap loan to cover
emergency shortfalls, and 5) If the Partnerships need funds in excess of the
$2,500,000, PacWest shall be entitled to obtain third party loans at market
interest, secured against the real property of each Partnership to whom such
loan(s) is made. No such loan(s) shall be made without the written consent of
the General Partners.

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 will charge a fee for its administrative services equal
to an amount

12

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (Unaudited)

Note 5 - Agreements with PacWest (continued)

not to exceed the average
reimbursements to the General Partners for such services over the past five
years. As of September 30, 2002 and December 31, 2001, the Partnership has an
amount due of $1,207,588 and $1,345,056, 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.

See Note 5 regarding information on management of the Partnership during 2002.

Note 7 - Notes Payable

In February 1997, the
Partnership entered into a loan agreement with a private party. The note is
secured by a deed of trust on a parcel of land owned by the Partnership in
Perris, CA. 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 Partnership paid an
extension fee of $3,800 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. In February 2001, the Partnership paid an extension
fee of $3,750 to extend the due date to February 2003.

As of September 30, 2002
and December 31, 2001, $42,108 and $30,624, respectively, of the interest
relating to this note payable has been capitalized to investment in unimproved
land. The Partnership did not make the April -September interest payments based
on the General Partners decision to liquidate the Partnership (see Note 8). The
property is currently in escrow for $306,000 due to close in October 2002. The
Partnership expects the lender to begin foreclosure proceedings if escrow does
not close in October.

In 1997, the Partnership
entered into a loan agreement with a private party. The note is secured by a
deed of trust on a parcel of land owned by the Partnership in Victorville, CA
(Victorville 19.55 acres). The total loan amount of $233,825 accrued interest at
13.5% per annum, and the interest was 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 accrued interest at
12% per annum. The

13

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (Unaudited)

Note 7 - Notes Payable (continued)

interest payment of $2,440
was due monthly with the initial interest payment due December 1, 1999. The due
date of the loan was November 2001. In November 2001, the Partnership paid an
extension fee of $6,100 to extend the due date to November 2003, to decrease the
interest rate to 11% and reduce the monthly interest payment to $2,237 beginning
on December 1, 2001. As of September 30, 2002 and December 31, 2001, $71,574 and
$58,154, respectively, of interest relating to these loans has been capitalized
to investment in unimproved land. The Partnership did not make the April 
September interest payments based on the General Partners decision to liquidate
the Partnership (see Note 8). The lender began foreclosure proceedings on May
24, 2002. Prior to foreclosure, the Partnership sold the property for a sales
price of $275,000. The note and accrued interest were paid in full on September
10, 2002 from the sales proceeds.

Note 8 - Decline in Market Value

In July 2002 the General
Partners notified the limited partners of their intent to terminate the
Partnership by December 31, 2002. PacWest has begun to foreclose on the
Partnership property that is currently in escrow for $306,000 due to close in
October 2002. A write-down in value of Partnership properties was recorded as
expense in the accompanying Statements of Operations for the nine-month period
ended September 30, 2002. One property is currently listed for a sales price of
$225,000.

During the year ended
December 31, 2001 the Partnership experienced a loss due to the write-down in
value of the Partnership land of $767,824. The decline in land value was mainly
due to the downturn in the real estate market applicable to the location of
certain properties.

Note 9 - Property Taxes Payable

Property taxes payable of $103,610 relates to current property taxes that were due in April and December 2000 and 2001, and April
2002.

14

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                   Notes to the Financial Statements
                                                          September 30, 2002
                                                              (Unaudited)

Note 10 - Note Receivable

On September 12, 2002 the
Partnership sold one of their properties for a sales price of $1,600,000. A note
receivable bearing interest at 10% and a principal amount of $1,200,000 was
entered into with the buyer relating to this sale. The note is secured by a deed
of trust on the property and is an installment note with monthly interest only
payments of $10,000. The first payment is due on October 12, 2002 and payments
will continue until September 12, 2007, at which time the entire unpaid
principal balance shall become due and payable.

Note 11 - Escrow Deposit

One of the Partnerships
properties located in Perris, CA is in escrow for sales prices of $306,000 and
escrow is expected to close in October 2002. A $5,000 non-refundable deposit was
received in accordance with the escrow instructions and is included in the
accompanying Balance Sheet as of September 30, 2002.

15

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                          September 30, 2002

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.

The Partnership is
experiencing serious operating and liquidity issues. The report of the
Partnerships independent public accountants on the Partnerships financial
statements included in the Form 10-KSB for the year ended December 31, 2001
contained a modification related to the Partnerships ability to continue as a
going concern.

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, 2001.

The Partnership's management believes that inflation has not had a material effect on the Partnership's results of operations or
financial condition.

16

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                          September 30, 2002

Fiscal Periods Ended September 30, 2002 and 2001

The 18.33 acres at the
northeast corner of Raccoon Ave. and Cactus Road closed escrow on April 30, 2002
for $73,000. The book value of the property plus selling costs netted to
$73,015. A loss of $15 is recorded in the accompanying Statements of Operations
for the nine-month period ended September 30, 2002.

The 70 acres at Mesa Linda
and Dos Palmas closed escrow on September 12, 2002 for $1,600,000. The book
value of the property plus selling costs netted to $1,515,286. A gain of $84,714
is recorded in the accompanying Statements of Operations for the nine-month
period ended September 30, 2002. A note receivable bearing interest at 10% and a
principal amount of $1,200,000 was entered into relating to this sale. The note
is secured by a deed of trust on the property and is an installment note with
monthly interest only payments of $10,000. The first payment is due on October
12, 2002 and payments will continue until September 12, 2007, at which time the
entire unpaid principal balance shall become due and payable.

The 19.55 acres at Hwy 395
and Hopland Road closed escrow on September 10, 2002 for $275,000. The book
value of the property plus selling costs netted to $291,997. A loss of $16,997
is recorded in the accompanying Statements of Operations for the nine-month
period ended September 30, 2002

The Partnership recognized
$0 and $5,500 of revenue related to the rental of one of its properties for the
three and nine-month periods ended September 30, 2002, respectively. There were
no Partnership revenues during the three or nine-month periods ended September
30, 2001.

Total expenses for the three-month period ended September 30, 2002 compared with the three-month period ended September 30, 2001,
decreased by $41,873 due primarily to a $29,000 decrease in Decline in Market Value (see Note 8) and $10,764 decrease in Interest
Expense.

Total expenses for the
nine-month period ended September 30, 2002 compared with the nine-month period
ended September 30, 2001, decreased by $186,363 due primarily to a $209,164
decrease in Decline in Market Value (see Note 8). This decrease was partially
offset by increases in Outside Professional Services of $3,503 and Interest
Expense of $19,729.

17

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                          September 30, 2002

Liquidity and Capital Resources

At September 30, 2002 the
Company had available cash of $16,276. Operations during the nine-month period
ended September 30, 2002 utilized cash of approximately $288,000 while investing
activities provided approximately $548,100. Cash proceeds of $748,000 from the
sales of properties were offset by the payment of development and carrying costs
of unimproved land held for investment of approximately $83,500 and selling
expenses relating to the sales of properties of approximately $121,400. Advances
from PacWest decreased by approximately $137,500 during the nine-month period
ended September 30, 2002.

During the nine-month
period ended September 30, 2001, operations provided cash of approximately
$80,300 while investing activities associated with the payment of development
and carrying costs of unimproved land held for investment utilized cash of
approximately $80,100. Advances from PacWest increased by approximately $207,600
during the nine-month period ended September 30, 2001.

The Partnership currently
owns two properties as of September 30, 2002. One of these properties is in
escrow for sales prices of $306,000 and escrow is expected to close in October
2002. The remaining property, approximately 17.48 acres at Oleander Avenue in
Perris, California, is located within Community Facilities District 88-8. Due to
the non-payment of the assessments, the District has filed a Complaint to
Foreclose Lien of Special Taxes under the Mello-Roos Community Facilities Act of
1982 against the Partnership. No date has been set for the foreclosure sale. The
property is currently listed for sale for $225,000.

As shown in the
accompanying financial statements, the Partnership does not have sufficient
current assets to satisfy liabilities that arise in the normal course of
business. PacWest Inland Empire, through its loan agreement with the TMP
partnerships, provided a source of funds by which the Partnership could satisfy
the liabilities arising from partnership operations and the development and
maintenance of undeveloped land held by the Partnership. The loan agreement
originally stated that PacWest could loan up to $2,500,000 to the TMP
partnerships. Subsequently, the agreement was amended to allow PacWest to loan
beyond $2,500,000. Currently, PacWest has loaned approximately $2,781,800 to the
TMP partnerships, of which $1,207,588 has been loaned to the Partnership.
PacWest has stopped loaning funds to the Partnership.

The Partnership has
notified the limited partners of their intent to terminate the Partnership by
December 31, 2002 and the Partnership is actively attempting to sell the
undeveloped land it presently owns. The Partnership currently has two
properties. One property is currently in escrow and foreclosure proceedings have
begun on the second property.

18

TMP INLAND EMPIRE VII, LTD.
                                                   A California Limited Partnership
                                                          September 30, 2002

Upon the sale/foreclosure
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.

19

`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: October 10, 2002

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`

20

We, Daniel L. Stephenson and John Fonseca, certify that:

|1. | We have reviewed this quarterly report on Form 10-Q of TMP Inland Empire VII, Ltd.;
|-- | -----------------------------------------------------------------------------------

|2. | Based on our knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c)       presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based
                      on our evaluation as of the Evaluation Date;

|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditory and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a)
All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the
                      registrant's internal controls; and

|6. | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Date: November 12, 2002




                                                     Daniel L. Stephenson
                                                     Chief Executive Officer

                                                     /S/DANIEL L STEPHENSON
                                                     ---------------------------


                                                     John Fonseca
                                                     Chief Financial Officer

                                                     /S/JOHN FONSECA
                                                     ---------------------------`