UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C.  20549




FORM
      10-Q




(Mark
      one)




ý
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
                2007




OR




 ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO
                ___________




COMMISSION
      FILE NUMBER
      0-13415






CONSOLIDATED
      RESOURCES HEALTH CARE FUND II


(Exact
      name of registrant as specified in its charter)






Georgia
              (State
                or other jurisdiction
              of
                incorporation or organization)
            
            58-1542125
              (I.R.S.
                Employer
              Identification
                No.)







1175
                Peachtree Street, Suite 1230, Atlanta, GA
              (Address
                of principal executive offices)
            
            30361
              (Zip
                Code)





(404)
      873-1919


(Registrant’s
      telephone number, including area code)




Indicate
      by check mark whether the registrant (1) has 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, and (2) has been subject to such filing requirements for
      the past 90 days.  ý
      Yes    ̈ No




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.  (Check one).





Large
      Accelerated filer  ̈                                                   Accelerated
      filer  ̈                                                                   Non-accelerated
      filer ý





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)     ̈
      Yes   ý No







**Part
      I - Financial Information**




**Consolidated
      Resources Health Care Fund II**


**Condensed
      Consolidated Balance Sheets**









September
                30,
              2007
              (Unaudited)
            
            
            December 31,
                2006**ASSETS**Current
                assets:Cash
                and cash
                equivalents
            
            $
            4,823,993
            
            
            $
            4,952,996Accounts
                receivable, net of allowance for doubtfulaccounts of $84,305 and
                $89,596,
                respectively
            
            
            1,313,772
            
            
            
            923,971Prepaid
                expenses and
                other
            
            
            23,564
            
            
            
            40,531Total
                current
                assets
            
            
            6,161,329
            
            
            
            5,917,498Property
                and equipmentLand
            
            
            189,833
            
            
            
            189,833Buildings
                and
                improvements
            
            
            7,579,973
            
            
            
            7,319,452Equipment
                and
                furnishings
            
            
            1,262,191
            
            
            
            1,254,6839,031,997
            
            
            
            8,763,968Accumulated
                depreciation and
                amortization
            
            
            (7,354,875
            )
            
            
            (7,054,258
            )Net
                property and
                equipment
            
            
            1,677,122
            
            
            
            1,709,710Other
                assetsRestricted
                escrows and other
                deposits
            
            
            554,020
            
            
            
            481,587Deferred
                loan costs, net of accumulated amortizationof $23,422 and $22,645,
                respectively
            
            
            9,684
            
            
            
            10,461Total
                other
                assets
            
            
            563,704
            
            
            
            492,048$
            8,402,155
            
            
            $
            8,119,256







See
      accompanying notes to condensed consolidated financial statements.




2


September
                30,
              2007
              (Unaudited)
            
            
            December
                31, 2006**LIABILITIES
                AND PARTNERS’
                EQUITY** **(DEFICIT)**Current
                liabilities:Current
                maturities of
                long-term debt
            
            $
            141,979
            
            
            $
            141,979Accounts
                payable
            
            
            229,556
            
            
            
            277,436Accrued
                expenses
            
            
            817,473
            
            
            
            830,533Deferred
                revenue
            
            
            49,431
            
            
            
            61,259Deposit
                liabilities
            
            
            52,764
            
            
            
            53,181Total
                current
                liabilities
            
            
            1,291,203
            
            
            
            1,364,388Long-term
                debt, less current maturities
            
            
            3,024,448
            
            
            
            3,160,862Other
            
            
            141,014
            
            
            
            158,635Total
                liabilities
            
            
            4,456,665
            
            
            
            4,683,885Partners’
                equity (deficit):Limited
                partners
            
            
            3,955,239
            
            
            
            3,465,524General
                partners
            
            
            (9,749
            )
            
            
            (30,153
            )Total
                partners’
                equity
            
            
            3,945,490
            
            
            
            3,435,371$
            8,402,155
            
            
            $
            8,119,256







See
      accompanying notes to condensed consolidated financial statements.




3


**Consolidated
      Resources Health Care Fund II**


**Condensed
      Consolidated Statements of Operations**


**(Unaudited)**









Three
                months ended September 30,2007
            
            
            2006Revenue:Operating
                revenues
            
            $
            2,775,836
            
            
            $
            2,762,124Interest
                income
            
            
            37,148
            
            
            
            34,854Total
                revenue
            
            
            2,812,984
            
            
            
            2,796,978Expenses:Operating
                expenses
            
            
            2,122,821
            
            
            
            2,052,217Depreciation
                and
                amortization
            
            
            102,864
            
            
            
            108,614Interest
            
            
            60,256
            
            
            
            88,115Management
                and oversight
                fees
            
            
            168,090
            
            
            
            169,680Real
                estate
                tax
            
            
            44,471
            
            
            
            55,060Partnership
                administration
                costs
            
            
            114,962
            
            
            
            72,529Total
                expenses
            
            
            2,613,464
            
            
            
            2,546,215Net
                income
            
            $
            199,520
            
            
            $
            250,763Net
                income per L.P. unit
            
            $
            12.77
            
            
            $
            16.05L.P.
                units outstanding
            
            
            15,000
            
            
            
            15,000












See
      accompanying notes to condensed consolidated financial statements.




4


**Consolidated
      Resources Health Care Fund II**


**Condensed
      Consolidated Statements of Operations**


**(Unaudited)**









Nine
                months ended September 30,2007
            
            
            2006Revenue:Operating
                revenues
            
            $
            8,252,049
            
            
            $
            8,195,544Interest
                income
            
            
            117,342
            
            
            
            84,150Total
                revenue
            
            
            8,369,391
            
            
            
            8,279,694Expenses:Operating
                expenses
            
            
            6,373,579
            
            
            
            6,172,978Depreciation
                and
                amortization
            
            
            301,393
            
            
            
            318,308Interest
            
            
            183,222
            
            
            
            214,072Management
                and oversight
                fees
            
            
            499,415
            
            
            
            496,951Real
                estate
                tax
            
            
            138,603
            
            
            
            141,083Partnership
                administration
                costs
            
            
            363,060
            
            
            
            330,031Total
                expenses
            
            
            7,859,272
            
            
            
            7,673,423Net
                income
            
            $
            510,119
            
            
            $
            606,271Net
                income per L.P. unit
            
            $
            32.65
            
            
            $
            38.80L.P.
                units outstanding
            
            
            15,000
            
            
            
            15,000












See
      accompanying notes to condensed consolidated financial statements.




5


**Consolidated
      Resources Health Care Fund II**


**Condensed
      Consolidated Statements of Cash Flows**


**(Unaudited)**









Nine
                months ended September 30,2007
            
            
            2006Cash
                Flows From Operating Activities:Net
                income
            
            $
            510,119
            
            
            $
            606,271Depreciation
                and amortization
            
            
            301,393
            
            
            
            318,308Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (389,801
            )
            
            
            213,894Other
                current
                assets
            
            
            16,967
            
            
            
            77,088Accounts
                payable
            
            
            (47,880
            )
            
            
            (23,383
            )Accrued
                expenses and deposit
                liabilities
            
            
            (25,305
            )
            
            
            80,776Other
                liabilities
            
            
            (17,621
            )
            
            
            (39,037
            )Cash
                provided by operating activities
            
            
            347,872
            
            
            
            1,233,916Cash
                Flows From Investing Activities:Additions
                to property and
                equipment
            
            
            (268,028
            )
            
            
            (115,268
            )Net
                change in restricted
                escrows
            
            
            (72,433
            )
            
            
            (139,128
            )Cash
                used in investing
                activities
            
            
            (340,461
            )
            
            
            (254,396
            )Cash
                Flows From Financing Activities:Principal
                payments on
                long-term debt
            
            
            (136,414
            )
            
            
            (119,844
            )Change
                in amount due to/from
                related party
            
            
            -
            
            
            
            (23,014
            )Cash
                used in financing
                activities
            
            
            (136,414
            )
            
            
            (142,858
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            (129,003
            )
            
            
            836,662Cash
                and cash equivalents, beginning of period
            
            
            4,952,996
            
            
            
            3,370,837Cash
                and cash equivalents, end of period
            
            $
            4,823,993
            
            
            $
            4,207,499












See
      accompanying notes to condensed consolidated financial statements.




6


**Consolidated
      Resources Health Care Fund II**


**Notes
      To Condensed Consolidated Financial Statements**




September
      30, 2007




NOTE
      1.




The
      financial statements are unaudited and reflect all adjustments (consisting
      only
      of normal recurring adjustments) which are, in the opinion of management,
      necessary for a fair presentation of the financial position and operating
      results of Consolidated Resources Health Care Fund II (the “Partnership”) for
      the interim periods.  The results of operations for the three and nine
      months ended September 30, 2007, are not necessarily indicative of the results
      to be expected for the year ending December 31, 2007.




NOTE
      2.




The
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and the notes thereto contained in the
      Partnership’s Annual Report on Form 10-K for the year ended December 31,
      2006, as filed with the Securities and Exchange Commission, a copy of which
      is
      available upon request by writing to WelCare Service Corporation-II at 1175
      Peachtree Street, Suite 1230, Atlanta, Georgia  30361.




NOTE
      3.




A
      summary
      of compensation paid to or accrued for the benefit of the Partnership’s general
      partners and their affiliates and amounts reimbursed for costs incurred by
      these
      parties on the behalf of the Partnership are as follows:




Three
                months ended September 30,2007
            
            
            2006Charged
                to operating expenses:
              Property
                management and oversight
                management fees
            
            $
            140,533
            
            
            $
            141,816Financial
                accounting, data
                processing, tax reporting,legal and compliance, investor
                relations andsupervision of outside services
            
            $
            27,557
            
            
            $
            27,864







7







Nine
                months ended September 30,2007
            
            
            2006Charged
                to operating expenses:
              Property
                management and oversight
                management fees
            
            $
            416,843
            
            
            $
            415,056Financial
                accounting, data
                processing, tax reporting,legal and compliance, investor
                relations andsupervision of outside services
            
            $
            82,572
            
            
            $
            81,895







NOTE
      4.




Net
      income or loss per limited partnership (L.P.) unit represents that portion
      of
      net income or net loss attributable to L.P. units in each period presented,
      which is 96% of such income or loss.  The remaining 4% is attributable
      to the general partners, Consolidated Associates II and WelCare Service
      Corporation-II.




NOTE
      5.





The
      Partnership adopted Staff Accounting Bulletin No. 108, “*Considering the
      Effects of Prior Year Misstatements when Quantifying Misstatements in Current
      Year Financial Statements”*(“SAB 108”) as of December 31, 2006. SAB 108 was
      issued in order to eliminate the diversity in practice surrounding how public
      companies quantify financial statement misstatements. SAB 108 requires that
      registrants quantify errors using both a balance sheet and income statement
      approach and evaluate whether either approach results in a misstated amount
      that, when all relevant quantitative and qualitative factors are considered,
      is
      material.





In
      applying the provisions of SAB 108, the Partnership identified misstatements
      in
      calculating depreciation which had a cumulative positive effect on partners’
equity as of December 31, 2005 of $822,924. Under our previous method of
      evaluating misstatements, we believed that the effect of these adjustments,
      individually and in the aggregate, were not material, either quantitatively
      or
      qualitatively, in any of the years affected under our previous method of
      evaluating misstatements. As allowed by the transition provisions of SAB 108,
      the Partnership elected to not restate prior year financial statements and,
      instead, recorded the adjustments to partners’ equity as of January 1, 2006. SAB
      108 also requires the adjustment of any quarterly financial statements within
      the fiscal year of adoption for the effects of such errors on the quarters
      when
      the information is next presented. The impact of the adoption of SAB 108 and
      restatement on our interim results for the three and nine months ended September
      30, 2006 is summarized below:





Three
                months ended September 30, 2006
            
            
            Nine
                months ended September 30, 2006As
                previously reported
            
            
            As
                adjusted
            
            
            As
                previously reported
            
            
            As
                adjustedDepreciation
                and amortization
            
            $
            122,836
            
            
            $
            108,614
            
            
            $
            360,975
            
            
            $
            318,308Net
                income
            
            $
            236,540
            
            
            $
            250,763
            
            
            $
            563,603
            
            
            $
            606,271







8


NOTE
      6.




A
      special
      meeting of the limited partners of the Partnership was held on January 11,
      2007.  The limited partners were asked to approve (i) a proposal
      submitted by Kodiak Partners III, Prizm Investors and Baseline Investors to
      authorize a sale of Partnership assets, liquidation and dissolution through
      a
      proposed amendment to the Partnership Agreement for the Partnership and (ii)
      a
      proposal submitted by the Managing General Partner to amend certain provisions
      of the Partnership Agreement that pertain to distributions to the partners
      and
      allocations of profits and losses with respect to a sale or
      refinancing.  Each of these proposals were approved by holders of a
      majority of the outstanding Limited Partnership Units.  Following a
      lengthy auction process, on October 3, 2007, the Partnership entered into an
      Equity Purchase Agreement with Mayfair Retirement Investors, LLC, and Mayfair
      Medical Investors, LLC pursuant to which the Partnership has agreed to sell
      the
      99.5% general partner interest it holds in each of Consolidated Resources Health
      Care Fund II – Mayfair Village, Ltd. and Consolidated Resources Health Care Fund
      II – Mayfair Nursing Care Center, Ltd.  These facilities represent
      substantially all of the assets of the Partnership.  The aggregate
      purchase price to be paid for these assets is $19.0 million with a portion
      of
      the proceeds to be used to pay in full all outstanding indebtedness of the
      facilities.  Closing is expected to occur on or before December 10,
      2007 although the parties may extend the closing until December 21, 2007 under
      the terms of the purchase agreement.  The Partnership will be
      liquidated and dissolved following the consummation of the sale of these
      assets.









9


**ITEM
      2 MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




**Cautionary
      Notice Regarding Forward-Looking Statements**




Certain
      of the statements made in this Report and in documents incorporated by reference
      herein, including matters discussed in this section captioned “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations,” may
      constitute forward-looking statements within the meaning of Section 21E of
      the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).  Such forward-looking statements are based on management’s
      beliefs, current expectations, estimates and projections about the nursing
      home
      or other healthcare provider industry, the economy and about the Partnership
      in
      general.  The words “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “estimate” and similar expressions are intended to identify
      such forward-looking statements.  Such forward-looking statements are
      not guarantees of future performance and are subject to risks, uncertainties
      and
      other factors that may cause the actual results, performance or achievements
      of
      the Partnership to differ materially from historical results or from any results
      expressed or implied by such forward-looking statements. The Partnership
      cautions readers that the following important factors, among others, could
      cause
      the Partnership’s actual results to differ materially from the forward-looking
      statements contained in this Report:




·
            changes
                in healthcare reimbursement systems and
                rates;


·
            the
                availability of capital and
                financing;


·
            changes
                to amounts recorded as revenues due to final resolution of amounts
                due to
                and from third-party payors; and


·
            other
                factors affecting the Partnership’s business that may be beyond its
                control.




At
      September 30, 2007, the Partnership had two general partners (the “General
      Partners”), Consolidated Associates II (“CA-II”) and WelCare Service
      Corporation-II, as managing general partner (“WSC-II” or the “Managing General
      Partner”).




**Critical
      Accounting Policies and Estimates**




The
      Partnership’s discussion and analysis of the financial condition and results of
      operations are based upon the consolidated financial statements, which have
      been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The preparation of these financial statements requires
      the use of estimates and judgments that affect the reported amounts and related
      disclosures of assets and liabilities, 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 may differ
      materially from these estimates. The Partnership believes the following critical
      accounting policies, among others, affect the more significant judgments and
      estimates used in the preparation of the consolidated financial
      statements.




*Operating
      revenue*




Operating
      revenue consists of rental income, long-term nursing revenues, and other
      ancillary services revenues. Operating revenues are recognized as services
      are
      provided and include amounts reimbursable by the Medicaid and Medicare
      programs.  We record gross service charges in our accounting records
      on an accrual basis using our established rates for the type of service provided
      to the patient.  We recognize an estimated contractual allowance to
      reduce gross patient charges receivable to an amount that we estimate we will
      actually realize for the service rendered based upon previously agreed to rates
      with a payor, and adjust such amounts in future periods as final settlements
      are
      determined.  Payors include Federal and state agencies, including
      Medicare and Medicaid.  Laws and regulations governing




10


the
      Medicare and Medicaid programs are complex and subject to
      interpretation.  Management continually reviews the contractual
      estimation process to consider and incorporate updates to laws and
      regulations.




*Property,
      equipment and long-lived assets*




Property
      and equipment are recorded at cost less accumulated depreciation and appropriate
      reductions for permanent declines in net realizable value.  Property
      and equipment are not adjusted for increases in net realizable
      value.  Long-lived assets are reviewed for impairment whenever events
      or changes in circumstances indicate that the carrying amount may not be
      recoverable. The Partnership evaluates the carrying value of long-lived assets
      in relation to the future projected undiscounted cash flows of the underlying
      properties to assess recoverability in accordance with Statement of Financial
      Accounting Standards No. 144 “Accounting for the Impairment or Disposal of
      Long-Lived Assets” (“SFAS 144”).  Those projected future undiscounted
      cash flows require significant assumptions about future operations, such as
      reimbursement rates for Medicaid and Medicare patients, occupancy rates, wage
      rates, workers compensation costs and professional liability costs. Under SFAS
      144, an impairment loss is recognized if the sum of the future net expected
      cash
      flows is less than the carrying amount of the long-lived assets being evaluated.
      The difference between the carrying amount of the long-lived assets being
      evaluated, and the estimated fair market value of the assets represents the
      impairment loss. The Partnership determines estimated fair value for the
      long-lived assets that it intends to retain based on anticipated future cash
      flows discounted at rates commensurate with the risks involved.




**Results
      of Operations – Three months ended September 30, 2007 compared to September 30,
      2006**




*Revenues:*




Operating
      revenues increased by $14 thousand (0.5%) for the quarter ended September 30,
      2007 as compared to the same period for the prior year. This increase is
      primarily attributable to an increase in Medicare rates effective January 1,
      2007, an increase in Medicaid rates effective July 1, 2007 and a slight increase
      in occupancy at the retirement facility substantially offset by a decline in
      occupancy at the nursing facility.  At September 30, 2007, the
      occupancy rate at the nursing facility was 86.1% compared to 93.4% for the
      same
      period of 2006, and the occupancy rate of the retirement facility was 97.7%
      compared to 96.3% for the same period of 2006.




*Expenses:*




Total
      expenses increased by $67 thousand (2.6%) for the quarter ended September 30,
      2007 as compared to the same period for the prior year.  This increase
      is primarily due to increases in operating expenses of $71 thousand (3.4%)
      and
      increases in Partnership administration costs of $42 thousand
      (58.5%).  The operating expense increases were due to increased
      relative labor expenses for increased services to residents as a result of
      the
      retirement facility occupancy increases referenced above.  The
      Partnership administration cost increases were due in large part to increased
      legal and accounting fees related to the Partnership’s efforts to market its
      properties and to bring its SEC filings current.




*Net
      Income:*




Net
      income decreased $51 thousand (20.4%) for the three months ended September
      30, 2007 as compared to the same period of fiscal 2006.  This decrease
      in net income was due in part to the increased expenses described above, offset
      in part by the increased revenues described above.




11


**Results
      of Operations - Nine months Ended September 30, 2007 Compared to Nine Months
      Ended September 30, 2006**




*Revenues:*




Operating
      revenues increased by $57 thousand (0.7%) for the nine months ended September
      30, 2007 as compared to the same period for the prior year. This increase is
      primarily attributable to an increase in Medicare rates effective January 1,
      2007, an increase in Medicaid rates effective July 1, 2007 and an increase
      in
      occupancy at the retirement facility substantially offset by a decline in
      occupancy at the nursing facility.  At September 30, 2007, the
      occupancy rate at the nursing facility was 87.1% compared to 95.0% for the
      same
      period of 2006, and the occupancy rate of the retirement facility was 98.1%
      compared to 93.6% for the same period of 2006.




*Expenses:*




Total
      expenses increased by $186 thousand (2.4%) for the nine months ended September
      30, 2007 as compared to the same period for the prior year.  This
      increase is primarily due to increases in operating expenses of $201 thousand
      (3.2%) and increases in Partnership administration costs of $33 thousand
      (10.0%).  The operating expense increases were due to increased
      relative labor expenses for increased services to residents as a result of
      the
      retirement facility occupancy increases referenced above.  The
      Partnership administration cost increases were due in large part to increased
      legal and accounting fees related to the Partnership’s efforts to market its
      properties and to bring its SEC filings current.




*Net
      Income:*




Net
      income decreased $96 thousand (15.9%) for the nine months ended September
      30, 2007 as compared to the same period of fiscal 2006.  This decrease
      in net income was due in part to the increased expenses described above, offset
      in part by the increased revenues described above.




**Liquidity
      and Capital Resources:**




At
      September 30, 2007, the Partnership held cash and cash equivalents of $4.8
      million, a decrease of $129 thousand (2.6%) from December 31,
      2006.  The current cash balance will be necessary to meet the
      Partnership’s current obligations.  In addition, cash balances
      retained at the Partnership’s two facilities must be maintained in accordance
      with operating reserves established by HUD.




The
      Partnership’s two facilities produced sufficient revenues to meet their
      operating and debt service obligations for the year-to-date
      period.  While management believes that these facilities will continue
      to produce positive cash flow in the future, a decline in revenues due to
      declining occupancy or otherwise would have a negative effect on cash flow
      and
      could effect the Partnership’s ability to meet the facilities’ cash
      requirements.




As
      of
      September 30, 2007, the Partnership was not obligated to perform any major
      capital expenditures or renovations.  The Managing General Partner
      anticipates that any repairs, maintenance or capital expenditures will be
      financed with cash reserves, HUD replacement reserves and cash flow from
      operations.




12




ITEM
          3QUANTITATIVE
          AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The
      Partnership does not engage in any transactions exposing the Partnership to
      material market risk.  The Partnership has no variable rate
      debt.




**ITEM
      4 CONTROLS AND
      PROCEDURES**




***Evaluation
      of Disclosure Controls and Procedures***




John
      F.
      McMullan, the principal executive officer and chief financial officer of the
      Managing General Partner of the Partnership who performs reporting functions
      for
      the Partnership, has evaluated the effectiveness of the design and operation
      of
      the Partnership’s disclosure controls and procedures as of the end of the period
      reflected in this Report with respect to their adequacy in ensuring that
      information required to be disclosed in the reports that the Partnership files
      or submits under the Securities Exchange Act of 1934, is recorded, processed,
      summarized and timely reported as required by the rules and forms of the
      Securities and Exchange Commission.  Based on that evaluation, he has
      concluded that the Partnership’s disclosure controls and procedures are
      effective at ensuring that required information is made available to him for
      disclosure in the Partnership’s reports filed under the Exchange
      Act.  However, the Partnership is not timely in filing its reports
      with the Securities and Exchange Commission.  Upon the filing of this
      Report, the Partnership will have filed all necessary reports with the
      Securities and Exchange Commission for its three most recent fiscal
      years.  Upon completion of the sale of its assets discussed elsewhere
      in this Report and its subsequent dissolution, the Partnership intends to file
      a
      Form 15 terminating any further reporting obligations.  The
      Partnership currently has outsourced the preparation of its financial statements
      for inclusion in its SEC reports to a consultant.




*Our
      Relationship with Life
      Care*




Life
      Care Centers of America, Inc.
      (“Life Care”) has provided management services with respect to the Partnership’s
      two facilities for over 15 years pursuant to the terms of management agreements
      originally put in place in 1991.  Under these agreements, Life Care is
      responsible for maintaining books and records for the Partnership’s facilities
      and providing financial statements, prepared in accordance with GAAP, relating
      to the business operations of the two facilities.  Due to this
      relationship, the Partnership necessarily relies on Life Care to provide
      accurate, timely and sufficient data and information to properly record all
      revenues, expenses and accounts receivables of the two Partnership facilities,
      which underlie a substantial portion of the Partnership’s periodic financial
      statements and other financial disclosures.




***Changes
      in Internal Control over Financial Reporting***




There
      were no changes in the
      Partnership’s internal control over financial reporting during the fiscal
      quarter ended September 30, 2007 that have materially affected, or are
      reasonably likely to materially effect, the Partnership’s internal control over
      financial reporting.









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**Part
      II - Other Information**




**ITEM
      1 LEGAL
      PROCEEDINGS**




The
      Partnership and its Managing General Partner were served with a motion to
      domesticate a default judgment entered against them in March 2006 by the Court
      of Common Pleas for Franklin County, Ohio in the proceeding styled Karen Miller,
      Executor of the Estate of Richard Miller v. Consolidated Resources health Care
      Fund  II, et al.  The default judgment was in the total
      amount of $499,806 and related to the death of plaintiff’s husband while
      receiving care at the Nursing Facility.  WSC and the Partnership filed
      their motion to vacate the default judgment on the basis that these defendants
      had never received service of process for the initial complaint and furthermore
      were not subject to the jurisdiction of the Ohio courts.   On May
      24, 2007, the parties negotiated a settlement in the Ohio litigation under
      which
      the plaintiff agreed to vacate her default judgment obtained jointly against
      WSC
      and the Partnership.  Additionally, the plaintiff agreed to dismiss
      with prejudice her pending suits in both Ohio and Georgia and to execute a
      release of any and all claims against WSC and the Partnership relating to this
      litigation.  As part of the settlement, Life Care agreed to pay the
      plaintiff an agreed-upon sum to settle the plaintiff's claims.  This
      settlement received approval from the Ohio probate court in July 2007 and all
      actions have now been dismissed with prejudice.




The
      Partnership did not have any pending legal proceedings that separately, or
      in
      the aggregate, if adversely determined, would have a material adverse effect
      on
      the Partnership as of the date of this Report.  The Partnership may,
      from time to time, be a party to litigation or administrative proceedings which
      arise in the normal course of business.




**ITEM
      1A.  RISK
      FACTORS**





There
      have been no material changes to
      the risk factors affecting the Partnership from those set forth in its Annual
      Report on Form 10-K for the fiscal year ended December 31, 2006.





**ITEM
      5 OTHER
      INFORMATION**




A
      special meeting of the limited
      partners of the Partnership was held on January 11, 2007.  The limited
      partners were asked to approve (i) a proposal submitted by Kodiak Partners
      III,
      Prizm Investors and Baseline Investors to authorize a sale of Partnership
      assets, liquidation and dissolution through a proposed amendment to the
      Partnership Agreement for the Partnership and (ii) a proposal submitted by
      the
      Managing General Partner to amend certain provisions of the Partnership
      Agreement that pertain to distributions to the partners and allocations of
      profits and losses with respect to a sale or refinancing.  Each of
      these proposals were approved by holders of a majority of the outstanding
      Limited Partnership Units.




Following
      a lengthy auction process, on
      October 3, 2007, the Partnership entered into an Equity Purchase Agreement
      with
      Mayfair Retirement Investors, LLC, and Mayfair Medical Investors, LLC pursuant
      to which the Partnership has agreed to sell the 99.5% general partner interest
      it holds in each of Consolidated Resources Health Care Fund II – Mayfair
      Village, Ltd. and Consolidated Resources Health Care Fund II – Mayfair Nursing
      Care Center, Ltd.  These facilities represent substantially all of the
      assets of the Partnership.  The aggregate purchase price to be paid
      for these assets is $19.0 million with a portion of the proceeds to be used
      to
      pay in full all outstanding indebtedness of the facilities.  Closing
      is expected to occur on or before December 10, 2007 although the parties may
      extend the closing until December 21, 2007 under the terms of the purchase
      agreement.  The Partnership will be liquidated and dissolved following
      the consummation of the sale of these assets.




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**ITEM
      6 EXHIBITS**




Exhibit
                31.1
            Certification
                Pursuant to 17 CFR 240.13a-14.




Exhibit
                32.1
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.




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SIGNATURES




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, Registrant has duly caused this Report to be signed on its behalf by
      the
      undersigned, thereunto duly authorized.







CONSOLIDATED
                RESOURCES HEALTH CARE FUND II(Registrant)By:
              WELCARE
                SERVICE CORPORATION-IIManaging
                  General Partner




Date:
                  December 7, 2007
              By:
              /s/
                John F. McMullanJohn
                  F. McMullan, Chief Financial Officer
















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