<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
for the Quarterly Period ended September 30, 1996
Commission File No. 0-19963
TMP INLAND EMPIRE II, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0311624
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
801 North Parkcenter Drive, Suite 235 92705
Santa Ana, California (Zip Code)
(Address of principal executive office)
(714) 836-5503
(Registrant's telephone number, including area code)
______________________
Indicate by check mark whether Registrant has [1] filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or 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 [ ]
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed as a part of this Form 10-Q:
Balance Sheets as of September 30, 1996 and December 31, 1995
Statements of Income for the Three and Nine Months ended
September 30, 1996 and 1995
Statements of Cash Flows for the Nine Months ended
September 30, 1996, and 1995
The accompanying unaudited interim financial statements include all
adjustments (consisting solely of normal recurring adjustments)
which are, in the opinion of management, necessary to fairly present
the financial position of the Partnership as of September 30, 1996
and the results of its operations, changes in partners' equity,
and cash flows for the periods then ended
<PAGE>
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
1996 1996
<C> <C>
Assets
<S>
Cash $28,035 $51,759
Investment in Unimproved Land $3,656,304 $3,631,023
Organizational Costs, Net $ - $677
Total Assets $3,684,339 $3,683,459
Liabilities and Partners Capital
Accounts Payable and Accrued
Liabilities $ 1,772 $800
Commission Payable (Note 3) $90,000 $90,000
Total Liabilities $91,772 $90,800
Partners' Capital
General Partners ($28,657) ($28,656)
Limited Partners 7,250 equity
units authorized and outstanding $3,621,224 $3,621,315
Total Partners Capital $3,592,567 $3,592,659
Total Liabilities and
Partners' Capital $3,684,339 $3,683,459
</TABLE>
<PAGE>
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
Statements of Income
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30
1996 1995 1996 1995
<C> <C> <C> <C>
Land Sales $0 $0 $0 $0
<S>
Cost of Land Sales $0 $0 $0 $0
Gross Profit $0 $0 $0 $0
Interest and Other Income $170 $401 $585 $1,278
General and Admin.
Expense $77 $300 $677 $900
Net Income (Loss) $93 $101 ($92) $378
Allocation of Net Income (Loss) (Note 2)
General Partners $1 $1 ($1) $4
Limited Partners $92 $100 ($91) $374
Limited Partners, per unit
$0.01 $0.01 ($0.01) $0.05
</Table
<PAGE>
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
Statement of Cash Flows
</TABLE>
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30,1996 September 30, 1995
<C> <C>
Operating Activities
Net Income (Loss) ($ 92) $ 378
Add Non-Cash Items:
Amortization 677 900
Changes In:
Investment in Land (25,281) (21,982)
Accounts Payable 972 612
Commissions Payable - -
Net Cash Provided by (Used In)
Operating Activities (23,724) (20,092)
Increase (Decrease) in Cash (23,724) (20,092)
Beginning Cash 51,759 78,671
Ending Cash $ 28,035 $ 58,579
</Table
<PAGE>
TMP INLAND EMPIRE II, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Nine Months Ended September 30, 1996
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method - TMP Inland Empire II, Ltd. (the Partnership) prepares its
financial statements on the accrual basis of accounting.
Organization Costs - Organization costs include expenses incurred in the formation of
the Partnership that have been capitalized and that have been amortized over a period
of 40 years prior to 1992 and are being amortized over five years beginning in 1992.
Investment in Unimproved Land - The Partnership's land is stated at the lower of
actual cost or market value, based on specific identification. All costs associated
with the acquisition of a property are capitalized. In addition, the Partnership
capitalizes all carrying costs.
Income Taxes - The entity is treated as a partnership for income tax purposes and any
income or loss is passed through and taxable at the partner level. Accordingly, no
provision for federal income taxes is provided.
NOTE 2 - 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 85 percent to the limited partners and 15 percent to the general partners.
As of September 30, 1996 and 1995, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the general partners.
NOTE 3 - Commissions Payable
As of September 30, 1996 and 1995, the Partnership had a payable to a related party
for services rendered relating to sales of properties prior to 1990.
<PAGE>
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
For the Three and Nine Months Ended September 30, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Partnership revenues during the three and nine month periods ended September 30,
1996 and 1995 consisted primarily of interest earned on funds held in reserve.
No properties were sold during the periods presented.
Operating activities for the nine months ended September 30, 1996 and 1995 used
approximately $24,000 and $20,000, respectively, most of which was used to
pay development and carrying costs of the land held for investment.
The Partnership had one property at September 30, 1996 which is being held for
appreciation and resale. Upon the property sale, the Partnership intends to
distribute the sales proceeds, less any reserves needed for winding up the
partnership operations, to the partners.
Management believes that cash reserves as of September 30, 1996 are sufficient
to meet the anticipated cash requirements of the Partnership for the next twelve
months. In the even the Partnership has insufficient cash to cover operating costs,
management will attempt to procure a loan secured by Partnership land, or
withhold payment of certain expenses such as property taxes.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 12, 1996
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
By: TMP Investments, Inc., as General Partner
By: \s\ William O. Passo
William O. Passo, President
By: \s\ Jenny Rex
Jenny Rex, Secretary
By: \s\ Michael Sun
Michael Sun, Chief Financial Officer
By: TMP Properties, a California General
Partnership as General Partner
By: \s\ William O. Passo
William O. Passo, General Partner
By: \s\ Anthony W. Thompson
Anthony W. Thompson,General Partner
By: \s\ Scott E. McDaniel
Scott E. McDaniel, General Partner
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000885394
<NAME> TMP INLAND EMPIRE II, LTD.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 28035
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 3656304
<CURRENT-ASSETS> 3684339
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3684339
<CURRENT-LIABILITIES> 91772
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3592567
<TOTAL-LIABILITY-AND-EQUITY> 3684339
<SALES> 585
<TOTAL-REVENUES> 585
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 677
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (92)
<INCOME-TAX> 0
<INCOME-CONTINUING> (92)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (92)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
