<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. 0-20120
TMP INLAND EMPIRE VII, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant 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 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 [ ]
<PAGE>
TMP INLAND EMPIRE VII, LTD
a California Limited Partnership
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 VII, LTD
a California Limited Partnership
<TABLE>
<CAPTION>
Balance Sheets
September 30, 1996 December 31, 1995
<S> <C> <C>
Assets
Cash $ 9,796 $ 8,660
Property Held For Investment(Note 1) $ 5,810,043 $ 5,748,071
Organizational Expenses $ 255 $ 1,797
Total Assets $ 5,820,094 $ 5,758,528
Liabilities and Partners Capital
Accrued Interest Payable $ 78,577 $ 61,339
Accounts Payable & Accrued Liabilities $ 191 $ 800
Taxes Payable $ 59,884 $ 14,532
Notes Payable (Note 3) $ 229,628 $229,628
Total Liabilities $ 368,280 $306,299
Partners' capital
General Partners $ (22,409) $ (22,405)
Limited Partners 8,700 equity
units authorized and outstanding $5,474,223 $ 5,474,634
Total Partners Capital $5,451,814 $ 5,452,229
Total Liabilities & Partners Capital $5,820,094 $ 5,758,528
</TABLE>
<PAGE>
TMP INLAND EMPIRE VII, LTD.
a California Limited Partnership
<TABLE>
<CAPTION>
Statements of Income
Three Months Ended Nine Months Ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Land Sales $0 $0 $0 $ 0
Cost of Land Sales $0 $0 $0 $ 0
Gross Profit $0 $0 $0 $ 0
Interest and Other Income $ 265 $ 391 $ 1,127 $1,410
$ 265 $ 391 $ 1,127 $1,410
General & Admin. Expense $ 514 $ 514 $ 1,542 $1,542
Net Loss $ (249) $(123) $ (415) $ (132)
Allocation of Net Income (Loss) (Note 2):
General Partners $ (2) % (1) $ (4) $ (1)
Limited Partners $ (247) $ (122) $ (411) $ (131)
Limited Partners, per unit $ (0.03) $ (0.01) $(0.05) $ (0.02)
</Table
<PAGE>
TMP INLAND EMPIRE VII, LTD.
a California Limited Partnership
</TABLE>
<TABLE>
<CAPTION>
Statement of Cash Flows
Nine Months Ended September 30,
1996 1995
<S> <C> <C>
Net Income (Loss) $ ( 415) $ (132)
Add Non-Cash Items:
Amortization of organization costs 1,542 1,542
Changes in:
Investment in Unimproved Land (61,972) (379,810)
Accounts Payable and Accrued Liabilities 16,629 55,561
Property Taxes Payable 45,352 26,547
Net Cash provided by (used in)
Operating Activities $ 1,136 $ (296,483)
Financing Activities:
Proceeds from Notes Payable $ - $ 229,628
Net Cash provided by (used in)
Financing Activities $ - $229,628
Net Increase (Decrease) in Cash $ 1,136 $ (66,855)
Cash, Beginning of Period $ 8,660 $ 111,047
Cash, End of Period $ 9,796 $ 44,192
</Table
<PAGE>
TMP INLAND EMPIRE VII, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Three and Nine Month Periods Ended September 30, 1996
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method - TMP Inland Empire VII, 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 83.5 percent to the limited partners
and 16.5 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 - Notes Payable
As of September 30, 1996 and 1995, the Partnership had three notes payable totaling
$229,628 to a third party engineering company. The notes were issued in return for
engineering work performed and are due and payable upon sale of certain Partnership
properties, or March 1, 1996, whichever came first. The notes bear interest at 10
percent per annum. As of September 30, 1996, the notes were in default. However,
the general partners are negotiating a one year extension on the notes in return for
securing the notes as first trust deeds.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
a California Limited Partnership
For the Three and Nine Month Periods Ended September 30, 1996
Item 2. Management's Discussion and Analysis of Financial Condition
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.
During the nine months ended September 30, 1996, the Partnership incurred
approximately $62,000 for carrying costs of the land held for investment.
The majority of these costs were for interest on the note payable and property
taxes payable. As of September 30, 1996, these costs remained unpaid due to
the lack of Partnership cash.
During the nine months ended September 30, 1995, the Partnership used approximately
$380,000 for carrying costs of the land held for investment. Approximately
$230,000 was provided by a note payable, $83,000 from increased payables,
and $67,000 from cash on hand.
On October 7, 1996, the Partnership was served with a lawsuit filed by the
Community Facilities District No. 88-8 of the County of Riverside. The
lawsuit seeks payment of $29,064.48 of delinquent Mello-Roos taxes on
certain Partnership land. The Partnership had not paid certain property tax
bills due to a lack of cash. If the delinquent Mello-Roos taxes are unpaid,
the plaintiff can foreclose upon the property. As a result, the Partnership
will attempt to get cash by procuring a loan secured by Partnership land.
The Partnership had five properties at September 30, 1996 that are being held
for appreciation and resale. Upon the property sale, the Partnership
intends to pay Partnership obligations and distribute the remaining sales
proceeds, less any reserves needed for operations, to the partners.
The Partnership has insufficient cash on hand to meet the anticipated cash
requirements of the Partnership for the next twelve months. Management
will attempt to procure a loan secured by Partnership land, as well as
withhold payment of certain expenses such as non-Mello-Roos property taxes.
As of September 30, 1996, no such loan had been established and there is no
assurance that management will be successful in securing such a loan.
<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 VII, LTD.
a California Limited Partnership
By: TMP Investments, Inc., as General Partner
/s/
By:___________________________________
William O. Passo, President
/s/
By:___________________________________
Jenny Rex, Secretary
/s/
By:___________________________________
Michael C. Sun,
Chief Financial Officer
By: TMP Properties, a California General
Partnership
as General Partner
/s/
By:___________________________________
William O. Passo, General Partner
/s/
By:___________________________________
Anthony W. Thompson, General Partner
/s/
By:___________________________________
Scott E. McDaniel, General Partner
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000887025
<NAME> TMP INLAND EMPIRE VII, LTD.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 97996
<SECURITIES> 0
<RECEIVABLES> 255
<ALLOWANCES> 0
<INVENTORY> 5810043
<CURRENT-ASSETS> 5820094
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5820094
<CURRENT-LIABILITIES> 368280
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5451814
<TOTAL-LIABILITY-AND-EQUITY> 5820094
<SALES> 1127
<TOTAL-REVENUES> 1127
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1542
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (132)
<INCOME-TAX> 0
<INCOME-CONTINUING> (132)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (132)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
