UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549





FORM 10-K





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended December 31, 2009





or





o
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 0-11909




REALMARK PROPERTYINVESTORSLIMITED PARTNERSHIP - II(Exact Name of Registrant as specified in its Charter)




Delaware

16-1212761(State of Formation)

(IRS Employer Identification No.)




2350 North Forest Road, Getzville, New York14068(Address of Principal Executive Office)




Registrant’s Telephone Number:                                                                                     (716) 636-9090


Securities registered pursuant to Section 12(b) of the Act:                                         None


Securities registered pursuant to Section 12(g) of the Act:                                         Units of Limited Partnership Interest








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes   xNo





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes   x No





Indicate by a 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 (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. x Yes   oNo





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 45 of Regulation S-T (par. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). oYes   xNo





Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. x





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




o
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer


Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). oYes    xNo


DOCUMENTS INCORPORATED BY REFERENCE
 
 See Item 15 for a list of all documents incorporated by reference








PART I





ITEM 1:    BUSINESS





The Registrant, Realmark Property Investors Limited Partnership-II (“the Partnership”), is a Delaware limited partnership organized in 1982 pursuant to a First Amended and Restated Agreement and Certificate of Limited Partnership (the “Partnership Agreement”), under the Revised Delaware Uniform Limited Partnership Act.  The Partnership’s general partners are Realmark Properties, Inc. (the “Corporate General Partner”), a Delaware corporation, and Joseph M. Jayson (the “Individual General Partner”).





The Registrant commenced the public offering of its limited partnership units, registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on September 3, 1982, and concluded the offering on August 31, 1983, having raised a total of $10,000,000 before deducting sales commissions and expenses of the offering.





The Partnership’s primary business and its only industry segment is to own and operate income-producing real property for the benefit of its partners.  At December 31, 2009, the Partnership, owned an office complex in Michigan (Northwind Office Park), and is a partner in two joint ventures.  It has a 50% interest in Research Triangle Industrial Park Joint Venture and Research Triangle Land Joint Venture, both in Durham County, North Carolina.  In July 2006, the land associated with the Research Land Joint Venture was sold to an unaffiliated party. Additionally, in December 2006, the office complex known as Research Triangle in Durham, North Carolina was sold to an unaffiliated party.  The only remaining property, Northwind Office Park, is currently being actively marketed for sale.





The business of the Partnership is not seasonal and it competes on the basis of rental rates and property operations with similar types of properties in vicinities in which the partnership’s properties are located.  The Partnership has no real property investments located outside the United States.  The Partnership does not segregate revenue or assets by geographic region, since, in management’s view, such a presentation would not be significant to an understanding of the Partnership’s business or financial results taken as a whole.  As of December 31, 2009, the Partnership did not directly employ any persons in a full-time position.  All persons who regularly rendered services on behalf of the Partnership through December 31, 2009 were employees of the Corporate General Partner or its affiliates.





Northwind Office Park represents 100% of the Partnership’s revenue generated for the last five years, before the Partnership’s equity interest in unconsolidated joint ventures.





The Partnership has a 50% interest in the unconsolidated joint venture in Realmark Research, LLC (known as Research Triangle Industrial Park Joint Venture). Realmark Research, LLC (Research), advanced a portion of its sales proceeds up to $1,066,719 to an affiliate under a Memorandum of Understanding Agreement dated December 8, 2006.  Under the terms of this agreement, the affiliate agrees to repay this loan plus interest at a rate of 8% per annum, upon the sale of a remaining property, which is currently being marketed for sale.





This annual report contains certain forward-looking statements concerning the Partnership’s current expectations as to future results.  Words such as “believes”, “forecasts”, “intends”, “possible”, “expects”, “estimates”, “anticipates” or “plans” and similar expressions are intended to identify forward-looking statements.  Such statements may not ultimately turn out to be accurate due to, among other things, economic or market conditions or the failure of the Partnership to sell an investment that is under contract.





2





ITEM 1A:  RISK FACTORS





Investors or potential investors in Realmark Property Investors Limited Partnership - II should carefully consider the risks described below.  These risks are not the only ones we face.  Additional risks of which we are presently unaware or that we currently consider immaterial may also impair our business operations and hinder our financial performance, including our ability to make distributions to our investors.  We have organized our summary of these risks into five subsections:





·
real estate related risks;


·
financing risks;


·
tax risks;


·
environmental and other legal risks; and


·
risks for investors.





This section includes forward-looking statements.





Real Estate Related Risks





We face substantial competition





All of our properties are located in developed areas where we face substantial competition from other properties and from other real estate companies that own or may develop or renovate competing properties.  The number of competitive properties and real estate companies could have a material adverse effect on our ability to rent our properties and the rents we charge.  In addition, the activities of these competitors and these factors could:





·
decrease the rental rates that we would be able to charge in the absence of such direct competition; and


·
reduce the occupancy rates that we would otherwise be able to achieve.





The factors could materially and adversely affect the value of our portfolio, our results of operations and our ability to pay amounts due on our debt and distributions to our investors.





Changes in market or economic conditions may affect our business negatively





General economic conditions and other factors beyond our control may adversely affect real property income and capital appreciation.  We are unable to determine the precise effect that the performance of the worldwide or United States economies will have on us or on the value of our property.





Terrorism could impair our business





Terrorist attacks and other acts of violence or war could have a material adverse effect on our business and operating results.  Attacks that directly affect one or more of our commercial properties could significantly affect our ability to operate those properties and impair our ability to achieve the results we expect.  Our insurance coverage may not cover any losses caused by a terrorist attack.  In addition, the adverse effects that such violent acts and threats of future attacks could have on the United States economy could similarly have a material adverse effect on our business and results of operations.





Our commercial and office tenants may go bankrupt or be unable to make lease payments





Our operating revenues from our commercial and office properties depend on entering into leases with and collecting rents from tenants.  Economic conditions may adversely affect tenants and potential tenants in our market and, accordingly, could affect their ability to pay rents and possibly to occupy their space.  Tenants may experience bankruptcies and various bankruptcy laws may reject those leases or terminate them.  If leases expire or end, replacement tenants may not be available upon acceptable terms and conditions.  In addition, if the market rental rates are lower than the previous contractual rates, our cash flows and net income could suffer a negative impact.  As a result, if a significant number of our commercial or office tenants fail to pay their rent due to bankruptcy, weakened financial condition or otherwise, it would negatively affect our financial performance.





3


3


Real estate properties are illiquid and may be difficult to sell, particularly in a poor market environment





Real estate investments are relatively illiquid, which tends to limit our ability to react promptly to changes in economic or other market conditions.  Our ability to dispose of assets in the future will depend on prevailing economic and market conditions.





Losses from natural catastrophes may exceed our insurance coverage





We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance on our properties, which we believe is customary in amount and type for real property assets.  Some losses, however, generally of a catastrophic nature, such as losses from floods, may be subject to limitations.  We may not be able to maintain our insurance at a reasonable cost or in sufficient amounts to protect us against potential losses.  Further, our insurance costs could increase in future periods.  If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of the lost investment.  Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it impractical to use insurance proceeds to replace a damaged or destroyed property.





Financing Risks





We may be unable to refinance our existing debt or we may only be able to do so on unfavorable terms





We are subject to the normal risks associated with debt financing, including:





·
the risk that our cash flow will be insufficient to meet required payments of principal and interest; and





·
the risk that we will not be able to renew, repay or refinance our debt when it matures or that the terms of any renewal or refinancing will not be as favorable as the existing terms of that debt.





Tax Risks





Our operating partnership may fail to be treated as a partnership for federal income tax purposes





Management believes that our operating partnership qualifies, and has qualified since its formation as a partnership for federal income tax purposes and not as a publicly traded partnership taxable as a corporation.  We can provide no assurance, however, that the IRS will not challenge the treatment of the operating partnership as a partnership for federal income tax purposes or that a court would not sustain such a challenge.  If the IRS were successful in treating the operating partnership as a corporation for federal income tax purposes, then the taxable income of the operating partnership would be taxable at regular corporate income tax rates.





Environmental and Other Legal Risks





We may have liability under environmental laws





Under federal, state and local environmental laws, ordinances and regulations, we may be required to investigate and clean up the effects of releases of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or responsibility, simply because of our current or past ownership or operation of the real estate.  Therefore, we may have liability with respect to properties we have already sold.  If environmental problems arise, we may have to take extensive measures to remedy the problems, which could adversely affect our cash flow and our ability to pay distributions to our investors because:





4





·
we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;





·
the law typically imposes clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;





·
even if more than one person may be responsible for the contamination, each person who shares legal liability under the environmental laws may be held responsible for all of the clean-up costs; and





·
governmental entities or other third parties may sue the owner or operator of a contaminated site for damages and costs.





These costs could be substantial and in extreme cases could exceed the value of the contaminated property.  The presence of hazardous or toxic substances or petroleum products and the failure to remediate that contamination properly may materially and adversely affect our ability to borrow against, sell or rent an affected property.  In addition, applicable environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.





We may face risks related to mold and asbestos





Recently, there has been an increasing number of lawsuits against owners and managers of properties alleging personal injury and property damage caused by the presence of mold in real estate.





Some of these lawsuits have resulted in substantial monetary judgments or settlements.  Although our insurance policy currently does not exclude mold-related claims, we cannot provide any assurance that we will be able to obtain coverage in the future for those claims at a commercially reasonable price or at all.  The presence of significant mold could expose us to liability to tenants and others if allegations regarding property damage, health concerns or similar claims arise.





Environmental laws also govern the presence, maintenance and removal of asbestos.  Those laws require that owners or operators of buildings containing asbestos:





·
properly manage and maintain the asbestos;





·
notify and train those who may come into contact with asbestos; and





·
undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building.





Those laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow others to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.





Failure to comply with the Americans with Disabilities Act or other similar laws could result in substantial costs





A number of federal, state and local laws and regulations (including the Americans with Disabilities Act) may require modifications to existing buildings or restrict certain renovations by requiring improved access to such buildings by disabled persons and may require other structural features that add to the cost of buildings under construction.  Legislation or regulations adopted in the future may impose further burdens or restrictions on us with respect to improved access by disabled persons.  The costs of compliance with these laws and regulations may be substantial, and restrictions on construction or completion of renovations may limit implementation of our investment strategy in certain instances or reduce overall returns on our investments, which could have a material adverse effect on us and our ability to pay distributions to investors and to pay amounts due on our debt.





5





Risks for Investors





We do not pay regular distributions, and we do not anticipate making any distributions to investors for the indefinite future, other than in the winding down of the Partnership





Unlike other Partnerships that pay regular distributions, we have not paid regular distributions, and we presently have no plans to pay regular distributions.  Since 2001, we have paid distributions only out of the proceeds of property sales as a result of the winding down of the Partnership.





ITEM 1B.    UNRESOLVED STAFF COMMENTS





The partnership has received comment letters from the SEC related to forms 10 K filed for the years 2004, 2006 and 2008.  These letters solicited clarification by the partnership in several areas.  The partnership has responded to these comments (two in 2004, seven in 2006 and one in 2008) in January 2008 and December 2009.





ITEM 2:     PROPERTIES




As of December 31, 2009, the Partnership owned Northwind Office Park, an office complex located in East Lansing, Michigan.  The property consists of five office buildings containing a total of 89,200 gross square feet, and 70,713 net rentable square feet.  At December 31, 2009, Northwind was 60 % occupied.  The 2008 and 2007 year-end occupancy rates were 72% and 70%, respectively. As of December 31, 2009 there is no mortgage loan on the Northwind property.




The Research Triangle Industrial Park Joint Venture owned an 117,000 square foot office/warehouse distribution building in Raleigh, North Carolina.  The property’s sole tenant, whose lease expired June 30, 2006, vacated the facility upon expiration of the lease.  In December 2006, the property was sold and the first mortgage on the property was paid in full.




The Research Triangle Land Joint Venture owned unencumbered land near the site of Research Triangle Industrial Park Joint Venture’s building.  In July 2006, the land was sold for a purchase price of $1,371,704.





ITEM 3:     LEGAL PROCEEDINGS





As previously reported, the Partnership, as a nominal defendant, the general partners of the Partnership and of affiliated public partnerships, (the “Realmark Partnerships”) and the officers and directors of the Corporate General Partner, as defendants, had been involved in a class action litigation at the state court level regarding the payment of fees and other management issues.





On August 29, 2001, the parties entered into a Stipulation of Settlement (the “Settlement”).  On October 4, 2001, the Court issued an “Order Preliminary Approving Settlement” (the “Hearing Order”) and on November 29, 2001, the Court issued an “Order and Final Judgment Approving Settlement and Awarding Fees and Expenses” and dismissing the complaints with prejudice.  The Settlement provided, among other things, that all of the Realmark Partnerships’ properties be disposed of.  The general partners will continue to have primary authority to dispose of the Partnerships’ properties.  If either (i) the general partners have not sold or contracted to sell 50% of the Partnerships’ properties (by value) by April 2, 2002 or (ii) the general partners have not sold or contracted to sell 100% of the Partnerships’ properties by September 29, 2002, then the primary authority to dispose of the Partnerships’ properties will pass to a sales agent designated by plaintiffs’ counsel and approved by the Court.  On October 4, 2002, the Court appointed a sales agent to work with the general partners to continue to sell the Partnership’s remaining properties.





The settlement also provided for the payment by the Partnerships of fees to the plaintiffs’ attorneys.  These payments, which are not calculable at this time but may be significant, are payable out of the proceeds from the sale of all of the properties owned by all of the Realmark Partnerships, following the sale of the last of these properties in each partnership.  Plaintiff’s counsel will receive 15% of the amount by which the sales proceeds distributable to limited partners in each partnership exceeds the value of the limited partnership units in each partnership (based on the weighted average of the units’ trading prices on the secondary market as reported by Partnership Spectrum for the period May through June 2001).  In no event may the increase on which the fees are calculated exceed 100% of the market value of the units as calculated above.





6





ITEM 4:   SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





PART II





ITEM 5:   MARKET FOR REGISTRANT’S UNITS OF LIMITED PARTNERSHIP INTEREST





There is currently no active trading market for the units of limited partnership interest of the Partnership and it is not anticipated that any will develop in the future.  Accordingly, information as to the market value of a unit at any given date is not available.  As of December 31, 2009, there were 1,026 record holders of units of limited partnership interest.





The Partnership is a limited partnership and, accordingly, does not pay dividends.  It does, however, make distributions of cash to its partners.  The partnership agreement provides for the distribution to the partners of net cash flow from operations.  In connection with the pending sale of the Partnership’s properties (Item 3), it is anticipated that there will be no future distributions of net cash flow from operations.  All future distributions of net cash from sales proceeds will be distributed, to the extent available, 100% to the limited partners until there has been a return of the limited partner’s capital contribution plus an amount sufficient to provide a 7%, not compounded, return on their adjusted capital contributions for all years following the termination of the offering of the units.  It is anticipated that there will not be sufficient cash flow from the sale of the Partnership’s remaining properties to provide this return to the limited partners.  There were no distributions to partners made in 2009, 2008 or 2007.




The gain on the sale of the properties will be allocated in the same proportions as distributions of distributable cash from sale proceeds (anticipated to be 100% to the limited partners).  In the event there is no distributable cash from sale proceeds, taxable income will be allocated 86% to the limited partners and 14% to the general partners.  Any tax loss arising from a sale will be allocated 97% to the limited partners and 3% to the general partners.  The above is subject to tax laws that were applicable at the time of the formation of the Partnership and may be adjusted due to subsequent changes in the Internal Revenue Code.




7




ITEM 6:   SELECTED FINANCIAL DATA





At or for the years ended December 31,2009


2008


2007


2006


2005Balance sheet dataNet rental property                 $


2,331,876



2,331,876



2,331,876



2,331,876



2,235,905Total assets


4,452,279



4,422,918



3,912,671



3,938,170



1,776,248Partners’ equity


4,324,989



4,333,858



3,837,410



3,831,083



1,628,027Operating dataRental income


663,437



870,192



837,250



793,915



734,492Other income


9,830



5,509



34,410



6,030



3,013Total revenue


673,267



875,701



871,660



799,945



737,505Property operating costs


523,574



583,058



617,846



548,886



573,863Administrative expenses


200,352



253,403



254,362



218,464



246,659Total expenses


723,926



836,461



872,208



767,350



820,522Income (loss) before joint venture operations and gain on sale of property


(50,659
)


39,240



(548
)


32,595



(83,017
)Equity in earnings of unconsolidated joint ventures


41,790



457,208



6,875



(207,541
)


150,732Gain on sale of property


-



-



-



2,378,002



-Net income (loss)


(8,869
)


496,448



6,327



2,203,056



67,715Cash flow dataNet cash provided (used) by:Operating activities


(5,533
)


(404,818
)


(23,409
)


699,496



15,654Investing activities


-



-



-



(95,971
)


(10,660
)Financing activities


-



-



-



-



-Net increase (decrease) in cash

and equivalents


(5,533
)


(404,818
)


(23,409
)


603,525



4,994Per limited partnership unit:Net income (loss)                      $


(0.86
)


48.16



0.61



189.92



6.57





8




ITEM 7:   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Liquidity and Capital Resources:





Effective January 1, 2001, management began formally marketing all remaining properties in the Partnership for sale.  The Partnership made no distributions to limited partners in 2009, 2008 or 2007.  In accordance with the settlement of the lawsuit (Item 3), it is anticipated that with the sale of the remaining property and joint ventures, the Partnership may be in a position to make distributions to the limited partners.  These distributions will be reduced by the amount of fees payable to the plaintiffs’ legal counsel in connection with the settlement agreement (Item 3), any outstanding liabilities and any mortgage prepayment penalties incurred with regard to the sale of the Partnership’s properties.





Limited partners should be aware that it is possible that they will receive an allocation of income from gain on sale of properties on which they will be required to pay income taxes and there is no assurance that distributions from the sale of the properties will be sufficient to satisfy these obligations.





Except as described above and in the consolidated financial statements, the general partner is not aware of any trends or events, commitments or uncertainties that may impact liquidity in a material way.





Results of Operations:





The results of operations of the Partnership, excluding equity in earnings from joint ventures for the year ended December 31, 2009, produced a net loss of $50,659.  The results compare to a net gain of $39,240 in 2008 and a net loss of $548 in 2007.





Inflation has been consistently low during the periods presented in the consolidated financial statements and, as a result, has not had a significant effect on the operations of the Partnership or its properties.





2009 as compared to 2008





Rental Income decreased approximately $207,000 due to an increase in vacancies.  Interest and other income increased approximately $4,000 due to an increase in miscellaneous income such as early termination fees, damage charges, furniture rental and late charges.





Total expenses decreased approximately 13% for the year ended December 31, 2009.  Property operations decreased approximately $59,000 due to an decrease in repairs and maintenance of $27,000, utilities of $6,000, payroll and employee benefits of $12,000,  insurance of $3,000, property taxes of 6,000, bad debt expense of $10,000 and leasing services of $6,000, offset with an increase of contracted services of $11,000.  Administrative expense to affiliated parties decreased approximately $24,000 due to a decrease in portfolio management fees of $10,000 and management fees of $14,000.  Other administrative expenses decreased approximately $29,000 due to a decrease in professional fees of $45,000, offset by an increase on advertising fees of $16,000.




2008 as compared to 2007





Rental Income increased approximately $33,000 due to an increase in monthly rents.  Interest and other income decreased approximately $29,000 due to a decrease in miscellaneous income such as early termination fees, damage charges, furniture rental and late charges.





Total expenses increased approximately 4% for the year ended December 31, 2008.  Property operations decreased approximately $35,000 due to a decrease in repairs and maintenance of $26,000, utilities of $3,000, payroll and employee benefits of $26,000, and leasing services of $9,000, offset with an increase of insurance of $2,000, property taxes of $11,000 and bad debt expense of $16,000.  Administrative expense to affiliated parties decreased approximately $36,000 due to an decrease in portfolio management fees of $39,000, offset by an increase on management fees of $3,000.  Other administrative expenses increased approximately $35,000 due to an increase in professional fees of approximately $33,000, and a increase in other administrative expense of $2,000.





9




Joint Venture





The Joint Venture owned the Research Triangle Industrial Park West, an office/warehouse facility located in Durham County, North Carolina, which was sold in December 2006.  In 2009, the Joint Venture recorded interest income of approximately $84,000 due to an advance of funds to an affiliated party in December 2006. Total expenses decreased from approximately $824,000 in 2008 to $1,000 in 2009 mainly due to legal and professional fees in regards to a lawsuit paid in 2008.. The Joint Venture has been involved in a lawsuit against a former Research Triangle Park West tenant to recover funds, and in 2008, the matter has been resolved.





ITEM 7A:   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The Partnership invests only in short term money market instruments, in amounts in excess of daily working cash requirements.  The rates of earnings on those investments increase or decrease in line with the general movement of interest rates.  The mortgage loans on the Partnership’s properties are fixed rate and therefore, are not subject to market risk.





ITEM 8:    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Listed under Item 15 of this report.





ITEM 9:    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.





ITEM 9A:    CONTROLS AND PROCEDURES





The Partnership maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. An evaluation was carried out under the supervision and with the participation of the Partnership's management, including the Partnership's Individual General Partner and Principal Financial Officer, of the effectiveness of the Partnership's disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Partnership's Individual General Partner and Principal Financial Officer concluded that the Partnership's disclosure controls and procedures were not effective as of such period end. Management will endeavor to enhance the Partnership’s disclosure controls and procedures to cause them to become effective.





Management’s Annual Report on Internal Control over Financial Reporting. Management of the Partnership is responsible for establishing and maintaining adequate internal control over reporting in accordance with Exchange Act Rules 13a-15(f) and 15d-15(f). Management conducted an evaluation of the Partnership’s internal control over financial reporting based on the framework and criteria established in Internal Control -Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that the Partnership’s internal control over financial reporting was not effective as of December 31, 2009.





The Partnership’s small size and limited financial resources, there is a limited number of persons, including the Individual General Partner and Principal Financial Officer, dealing with all general administrative and financial matters. While management utilizes outside resources when necessary, this lack of segregation of duties constitutes a material weakness in financial reporting. At this time, management has decided that given the risks associated with this lack of segregation of duties, the potential benefit of adding additional personnel to clearly segregate duties does not justify the expenses associated with such benefit. Management will periodically review this matter and may make modifications, including adding additional personnel, it determines appropriate.





10




Our management, including the Individual General Partner and Principal Financial Officer, does not expect that the Partnership’s internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all controls systems, no evaluation of controls, can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.





This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Partnership to provide only management’s report in this annual report.





ITEM 9B:     OTHER INFORMATION





None.





11




PART III





ITEM 10:   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT





The Partnership, as an entity, does not have any directors or officers.  The Individual General Partner of the Partnership is Joseph M. Jayson.  The directors and executive officers of Realmark Properties, Inc., the Partnership’s Corporate General Partner, as of December 31, 2009, are listed below.  Each director is subject to election on an annual basis.




Name

Title of All Positions Held with

the CorporateGeneral PartnerYear

FirstElected to Position1979Joseph M. Jayson

Chairman of the Board, President and TreasurerJudith P. Jayson

Vice President and Director

1979




Joseph M. Jayson and Judith P. Jayson are married to each other.





The Directors and Executive Officers of the Corporate General Partner and their principal occupations and affiliations during the last five years or more are as follows:





Joseph M. Jayson, age 71, is Chairman, Director and sole stockholder of J. M. Jayson and Company, Inc. and certain of its affiliated companies:  U.S. Apartments LLC, Westmoreland Capital Corporation, Oilmark Corporation and U.S. Energy Development Corporation.  In addition, Mr. Jayson is Chairman of Realmark Corporation, Chairman, President and Treasurer of Realmark Properties, Inc., wholly-owned subsidiaries of J. M. Jayson and Company, Inc. and co-general partner of Realmark Property Investors Limited Partnership, Realmark Property Investors Limited Partnership-II, Realmark Property Investors Limited Partnership-III, Realmark Property Investors Limited Partnership-V, and Realmark Property Investors Limited Partnership-VI A.  Mr. Jayson has been in the real estate business for the last 47 years and is a Certified Property Manager as designated by the Institute of Real Estate Management (“I.R.E.M.”).  Mr. Jayson received a B.S. Degree in Education in 1961 from Indiana University, a Masters Degree from the University of Buffalo in 1963, and has served on the educational faculty of the Institute of Real Estate Management.  Mr. Jayson has for the last 47 years been engaged in various aspects of real estate brokerage and investment.  He brokered residential properties from 1962 to 1964, commercial investment properties from 1964 to 1967, and in 1967 left commercial real estate to form his own investment firm.  Since that time, Mr. Jayson and J. M. Jayson & Company, Inc. have formed or participated in various ways with forming over 30 real estate related limited partnerships.  For the past 28 years, Mr. Jayson and an affiliate have also engaged in developmental drilling for gas and oil.





Judith P. Jayson, age 69, is currently Vice President and a Director of Realmark Properties, Inc.  She is also a Director of the property management affiliate, Realmark Corporation.  Mrs. Jayson has been involved in property management for the last 38 years and has extensive experience in the hiring and training of property management personnel and in directing, developing and implementing property management systems and programs.  Mrs. Jayson, prior to joining the firm in 1973, taught business in the Buffalo, New York High School System.  Mrs. Jayson graduated from St. Mary of the Woods College in Terre Haute, Indiana, with a degree in Business Administration.


12




Audit Committee


The Partnership has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The members of the audit committee are Joseph M. Jayson and Duane Neyman, CPA.





Audit Committee Financial Expert


The Directors and Executive Officers of the Corporate General Partner have determined that Duane Neyman, CPA is an audit committee financial expert as defined by Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Mr. Neyman is not independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act due to limited circumstances, namely that the Partnership is small in size and there is limited personnel.  Mr. Neyman is not independent as a result of being a former employee of an affiliate of the Corporate General Partner.





Code of Ethics


The Partnership has adopted a code of ethics for the partners, principal financial officer, and employees of the Corporate General Partner or its affiliates who render services on behalf of the Partnership.  The Partnership will provide to any person without charge, upon request, a copy of the code of ethics, which is available from:





Realmark Property Investors Limited Partnership - II


Attention:  Investor Relations


2350 North Forest Road


Getzville, New York 14068





ITEM 11:   EXECUTIVE COMPENSATION





No direct remuneration was paid or payable by the Partnership to directors and officers (since it has no directors or officers), nor was any direct remuneration paid or payable by the Partnership to directors or officers of Realmark Properties, Inc., the Corporate General Partner and sponsor, for the year ended December 31, 2009.  The Corporate General Partner and its affiliate, Realmark Corporation, are entitled to fees and to certain expense reimbursements with respect to Partnership operations, as set forth in Item 13 hereof and in the notes to the consolidated financial statements.





ITEM 12:   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





No person is known to the Partnership to own of record or beneficially, more than 5% of the units of limited partnership interests of the Partnership, except for affiliates of the general partners that own 912 units of limited partnership interest amounting to approximately 9.1% of the Partnership interest at December 31, 2009.  The general partners and the executive officers of the Corporate General Partner, as of December 31, 2009, owned 8 units of limited partnership interest.  The general partners and affiliates will receive their proportionate share, as limited partners, of any distributable proceeds from the sale of the properties.





ITEM 13:    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





The properties of the Partnership and its subsidiary are managed by Realmark Corporation, an affiliate of the Partnership’s Corporate General Partner, for a fee of generally 5% of annual net rental income of the properties.  Realmark Corporation and the Corporate General Partner are also reimbursed for disbursements made on behalf of the Partnership.  Those transactions are further described, and quantified, in the note to the consolidated financial statements entitled “Related Party Transactions”.





13




ITEM 14:    PRINCIPAL ACCOUNTING FEES AND SERVICES




Audit Engagement:  Rotenberg & Co., L.L.P. was engaged as the Partnership’s independent auditor for the year 2008.  In October 2009, Rotenberg & Co. L.L.P. merged with EFP Group to become EFP Rotenberg, L.L.P. EFP Rotenberg, L.L.P. was engaged as the Partnership’s independent auditor for the year 2009.  All fees incurred for the years ended December 31, 2009 and 2008 were approved by the Audit Committee.




Audit Fees:  Audit fees for the audit of the Partnership’s annual financial statement included in the Partnership’s annual report on Form 10-K and those financial statements included in the Partnership’s quarterly reports on Form 10-Q by Rotenberg & Co. for the years ended December 31, 2009 and 2008 amounted to $17,000 and $16,975, respectively.




Audit-Related Fees:  None.




Tax Fees:  The Partnership engaged Toski, Schaefer & Co., P.C. to provide tax filing and compliance services during the years ended December 31, 2009 and 2008.  The fees for the services amounted to $8,550 for the years ended December 31, 2009 and 2008, respectively.




All Other Fees:  None.




The Audit Committee has set a policy that all fees incurred by the Partnership for services performed by its independent auditors must be pre-approved by the Audit Committee.  All fees related to 2009 were pre-approved by the Audit Committee.




The Audit Committee oversees the Partnership’s financial reporting process.  Management has the primary responsibility for the financial statements and the financial reporting process, including the systems of internal controls.  In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.




The Audit Committee has the sole authority to retain and terminate the Partnership’s independent auditors and approves all fees paid to the independent auditors.  During 2009 and 2008, the Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability of the Partnership’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards.  In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from management and the Partnership, including the matters in the written disclosures required by the Independence Standards Board, and considered the scope and type of non-audit services provided by the auditor when reviewing the compatibility of those non-audit services with the auditors’ independence.




The Audit Committee discussed with the Partnership’s independent auditors the overall scope and plans for their audit.  The Audit Committee meets with the independent auditors to discuss the results of their examinations, their evaluations of the Partnership’s internal controls, and the overall quality of the Partnership’s financial reporting.




In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the General Partners (and the General Partners have approved) that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2009.




14




PART IV





ITEM 15:    EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES







(a)
Consolidated Financial Statements
PageIndependent Auditors’ Report
F-1Consolidated Balance Sheets as of December 31, 2009 and 2008
F-2Consolidated Statements of Operations for the years endedDecember 31, 2009, 2008 and 2007
F-3Consolidated Statements of Partners’ Equity for the yearsended December 31, 2009, 2008 and 2007
F-4Consolidated Statements of Cash Flows for the years endedDecember 31, 2009, 2008 and 2007
F-5Notes to Consolidated Financial Statements
F-6




FINANCIAL STATEMENT SCHEDULE





(i)
Schedule III - Real Estate and Accumulated Depreciation

F-15





All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the notes thereto.





(b)           Exhibits





2. Plan of acquisition, reorganization, arrangement, liquidation, or succession





(a)
Stipulation of Settlement Agreement dated August 29, 2001 is incorporated herein by reference.





(b)
Order and Final Judgment Approving Settlement and Awarding Fees and Expenses dated November 29, 2001 are incorporated herein by reference.





4.            Instruments defining the rights of security holders, including indentures





(a)
First Amended and Restated Agreement and Certificate of Limited Partnership filed with the Registration Statement of the Registrant Form S-11, filed September 30, 1982 and subsequently amended, is incorporated herein by reference.





10.             Material contracts





(a)
Property Management Agreement with Realmark Corporation included with the Registration Statement of the Registrant as filed and amended to date is incorporated herein by reference.





14.             Code of Ethics filed December 31, 2003, are incorporated herein by reference.





21.
Subsidiary of the Partnership is filed herewith.





31.
Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is filed herewith.





32.
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is filed herewith.





15





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Date March 31, 2010
By:
/s/ JOSEPH M. JAYSONJOSEPH M. JAYSON,Individual General Partner





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.




REALMARK PROPERTIES, INC.

Corporate General PartnerDate March 31, 2010
By:
/s/ JOSEPH M. JAYSONJOSEPH M. JAYSON,President, Treasurer and Director





Company NameDate March 31, 2010
By:
/s/ JUDITH P. JAYSONJUDITH P. JAYSON,Vice President and Director





16


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
 Stockholders of Realmark Property Investors Limited Partnership - II
 2350 North Forest Road
 Getzville,, New York 14068
 
 As successor by merger, effective October 1, 2009, to the registered public accounting firm Rotenberg & Co., LLP, we have audited the accompanying consolidated balance sheets of Realmark Property Investors Limited Partnership - II as of December 31, 2009 and 2008, and the related consolidated statements of operations, partners’ equity and cash flows for each of the years in the three-year period ended December 31, 2009. Realmark Property Investors Limited Partnership - II’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Realmark Property Investors Limited Partnership - II as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
 /s/EFP Rotenberg, LLP
 
 EFP Rotenberg, LLP
 Rochester, New York
 March 31, 2010
  F-1


REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II




Consolidated Balance Sheets




December 31, 2009 and 2008










Assets                                                                           2009                      2008





Property and equipment, at cost, all held for sale:


Land                                                                                             $       518,481                      518,481


Buildings and improvements                                                                                                4,334,925                      4,334,925Furniture and equipment  9,9509,950





4,863,356                      4,863,356


Less accumulated depreciation                                                                                              (2,531,480)                        (2,531,480)





Net property and equipment                                                                      2,331,876                      2,331,876





Equity interest in unconsolidated


joint ventures in excess of investment                                                                         1,133,045        1,091,255


Cash and equivalents                                                                                                                              341,890347,423


Accounts receivable                                                                                                                                  9,85410,402


Receivables from affiliates                                                                                                         604,589                         604,589


Other assets                                                                                                       31,725                        37,373





Total assets                                                                   $    4,452,979                      4,422,918





Liabilities and Partners’ Equity





Liabilities:


Accounts payable and accrued expenses                                                                                                     39,964                      11,632


Security deposits and prepaid rents                                                                                                88,026                        77,428





Total liabilities                                                                        127,990                           89,060





Partners’ equity:


General partners                                                                                                   690,032                      690,298


Limited partners                                                                                               3,634,957                          3,643,560





Total partners’ equity                                                                       4,324,989                       4,333,858





Total liabilities and partners’ equity                                                                   $ 4,452,979                         4,422,918







See accompanying notes to consolidated financial statements.





F-2


REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Consolidated Statements of Operations





Years ended December 31, 2009, 2008 and 2007














2009                        2008                        2007


Income:


Rental                                                                          $   663,437                          870,192                      837,250


Interest and other                                                                             9,830                             5,509                    34,410





Total income                                                     673,267                          875,701                      871,660


Expenses:


Property operations                                                                              523,574                      583,058                      617,846


Administrative:


Affiliates                                                                           94,769                    118,430                      154,296


Other                                                                        105,583                       134,973                      100,066





Total expenses                                                   723,926                       836,461                      872,208





Income (loss) before equity in earnings of


unconsolidated joint ventures                                                                             (50,659)                        39,240                        (548)





Equity in earnings of unconsolidated


joint ventures                                                      41,790        457,208                                            6,875





Net income (loss)                                               $    (8,869) 496,448        6,327





Net income (loss) per limited partnership unit                                                                               $    (0.86)                                          48.160.61





Weighted average number of limited partnership


units outstanding                                                                                                  10,000                             10,00010,000





See accompanying notes to consolidated financial statements.





F-3





REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Consolidated Statements of Partners’ Equity





Years ended December 31, 2009, 2008 and 2007














General                                               Limited Partners


Partners                                           Units                     Amount





Balances at December 31, 2006                                                                                $    675,215        10,000                                        3,155,868





Net income                                                                                  190                            -           6,137





Balances at December 31, 2007                                            675,405          10,0003,162,005





Net income                                                                                    14,893           -      481,555





Balances at December 31, 2008                                                                                   690,298                     10,000                    3,643,560





Net loss                                                                                    (266)         - (8,603)





Balances at December 31, 2009                                                                                $    690,03210,000                                         3,634,957




See accompanying notes to consolidated financial statements.





F-4


REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Consolidated Statements of Cash Flows





Years ended December 31, 2009, 2008 and 2007











2009                        2008                        2007


Cash flows from operating activities:


Net income (loss)$        (8,869)         496,448               6,327


Adjustments to reconcile net income (loss) to net


cash used in operating activities:





Equity in earnings of joint ventures                                                                   (41,790)                    (457,208)                          (6,875)


Changes in:


Accounts receivable                                                                     548                   6,883                    25,451Other assets5,648(456,311)(16,486)


Accounts payable and accrued expenses                                                                                     28,332                   (19,174)(29,416)


Security deposits and prepaid rents   10,598                                                                                 24,544                     (2,410)





Net cash used in operating


activities                                               (5,533)                       (404,818)                       (23,409)








Net decrease in cash and equivalents                                                                                     (5,533)                  (404,818)                        (23,409)





Cash and equivalents at beginning of year                                                                               347,423                             752,241                      775,650





Cash and equivalents at end of year                                                                               $ 341,890    347,423           752,241





See accompanying notes to consolidated financial statements.





F-5





REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements





December 31, 2009, 2008 and 2007











(1)
Formation and Operation of Partnership





Realmark Property Investors Limited Partnership - II (the Partnership) is a Delaware limited partnership formed on March 25, 1982, to invest in a diversified portfolio of income producing real estate investments.





In 1982 and 1983, the Partnership sold, through a public offering, 10,000 units of limited partnership interest.  The general partners are Realmark Properties, Inc. (the Corporate General Partner) and Joseph M. Jayson (the Individual General Partner) who is the sole shareholder of J.M. Jayson & Company, Inc.  Realmark Properties, Inc. is a wholly-owned subsidiary of J.M. Jayson & Company, Inc.





Under the partnership agreement, the general partners and their affiliates can receive compensation for services rendered, and reimbursement for expenses incurred on behalf of the Partnership (note 5).





(2)
Summary of Significant Accounting Policies





(a)
Basis of Accounting and Consolidation


The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and include the accounts of the Partnership and its subsidiary, Realmark/Foxhunt Limited Partnership, a dormant company.  The Partnership owns Northwind Office Park.





In consolidation, all intercompany accounts and transactions have been eliminated.





(b)
Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.





(c)
Property and Equipment


Property and equipment are recorded at cost.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets, from 5 to 25 years.  Significant improvements are capitalized, while expenditures for maintenance, repairs and replacements are charged to expense as incurred.  Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation and gains and losses are reflected in the consolidated statements of operations.





F-6




REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements








(2)
Summary of Significant Accounting Policies, Continued





(c)
Property and Equipment, Continued


The Partnership reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  In determining whether there is an impairment of long-lived assets, the Partnership compares the sum of the expected future net cash flows (undiscounted and without interest charges) to the carrying amount of the assets.  At December 31, 2009, no impairment in value has been recognized.





The Partnership and its ventures’ policy is to consider a property to be held for sale or disposition when the Partnership or venture has committed to a plan to sell or dispose of such property and active marketing activity has commenced or is expected to commence in the near term or the Partnership or venture has concluded that it may dispose of the property by no longer funding operating deficits or debt service requirements of the property thus allowing the lender to realize upon its security.  Any properties identified as “held for sale of disposition” are no longer depreciated.  All the properties were held for sale in 2009, 2008, and 2007.  Results of operations for property actively marketed for sale is recorded in continuing operations.





(d)
Cash and Equivalents


Cash and equivalents include money market accounts and any highly liquid debt instruments purchased with a maturity period of three months or less.





(e)
Concentration of Credit Risk


Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalent accounts in financial institutions.  Although the accounts exceed the federally insured deposit amount, management does not anticipate nonperformance by the financial institution.





(f)
Unconsolidated Joint Ventures


The Partnership’s investment in Research Triangle Industrial Park Joint Venture and Research Triangle Land Joint Venture are unconsolidated joint ventures, which are accounted for on the equity method.  These joint ventures are not consolidated in the Partnership’s financial statements because the Partnership is not the majority owner.





(g)
Rental Income


Rental income is recognized as earned according to the terms of the leases.  Leases for residential properties are generally for periods of one year or less, payable monthly.  Commercial leases are generally for periods of one to five years.  Delinquent residential property rent is not recorded.








F-7







REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements, Continued








(2)
Summary of Significant Accounting Policies, Continued





(h)
Per Unit Data


Per limited partnership unit is based on the weighted average number of limited partnership units outstanding for the year.





(i)
Fair Value of Financial Instruments


The fair value of the Partnership’s financial instruments approximated their carrying values at December 31, 2009.





(j)
Income Allocation and Distributable Cash Flow


The partnership agreement provides that income not arising from sale and refinancing activities and all partnership losses are to be allocated 97% to the limited partners and 3% to the general partners.  Partnership income arising from sale or refinancing activities is allocated in the same proportion as distributions of distributable cash from sale proceeds.  In the event there is no distributable cash from sale proceeds, taxable income will be allocated 87% to the limited partners and 13% to the general partners.  The above is subject to tax laws that were applicable at the time of the formation of the Partnership and may be adjusted due to subsequent changes in the Internal Revenue Code.





The partnership agreement also provides for the distribution to the partners of net cash flow from operations.  In connection with the pending sale of the Partnership’s properties (note 7), it is anticipated that there will be no future distributions of net cash flow from operations.  Sale or refinancing proceeds are distributed to the extent available, 100% to the limited partners until there has been a return of the limited partner’s capital contribution plus an amount sufficient to provide a 7%, not compounded, return on their adjusted capital contributions for all years following the termination of the offering of the units.  It is anticipated that there will not be sufficient cash flow from the sale of the Partnership’s remaining properties to provide this return to the limited partners.  There were no distributions to partners made in 2009, 2008, or 2007.





(k)
Recent Accounting Pronouncements


In June 2009, the Financial Accounting Standards Board (FASB) issued the Accounting Standards Codification (Codification).  Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP).  The Codification is intended to reorganize, rather than change, exiting GAAP.  Accordingly, all reference to currently existing GAAP have been removed and have been replaced with plain English explanation of the Partnership’s accounting policies.  The adoption of the Codification did not have a material impact on the Partnership’s financial position or results of operations.





(l)
Subsequent Events


The Partnership has evaluated events after December 31, 2009, and through March 31, 2010, which is the date the financial statements were available to be issued, and determined that any events or transactions occurring during this period that would require recognition or disclosure are properly addressed in these financial statements.








F-8





REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements, Continued








(2)
Summary of Significant Accounting Policies, Continued





(m)
Income Taxes


In June 2006, the Financial Accounting Standards Board issued ASC 740-10-50 (FASB Interpretation No. 48 "FIN 48"), Accounting for Uncertainty in Income Taxes, which prescribed a comprehensive model for how a company should measure, recognize, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. The effective date for ASC 740-10-50 for entities other than public entities was revised to years beginning after December 15, 2008. The Company adopted ASC 740-10-50 as of January 1, 2009 and, thereafter, recognizes the tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There was no impact to the Company's financial statements as a result of the implementation of ASC 740-10-50. Interest and/or penalties related to income tax matters, if incurred, are recognized as a component of income tax expense. The Company's income tax filings are subject to audit by various taxing authorities. The Company's open audit periods are 2006-2008.





(n) Segment Information


The Partnership’s operating segments all involve the ownership and operation of income-producing real property and are aggregated into one reporting segment.





(3)
Investments in Real Estate





Effective January 1, 2001, the Partnership entered into a plan to dispose of the property of Northwind Office Park.  The carrying value of the assets of Northwind Office Park was $2,331,876 at December 31, 2009 and 2008 and the property generated a net loss of $50,659 for the year ended December 31, 2009 and net income of $39,240 for the year ended December 31, 2008.





Depreciation expense not recorded on Northwind Office Park amounted to $99,684 for each of the years ended December 31, 2009 and 2008 and $171,716 for the year ended December 31, 2007.  Cumulative depreciation that has not been recorded amounting to $1,548,084 and $1,448,400 for the years ended December 31, 2009 and 2008, respectively.





F-9




REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements, Continued







(4)           Investments in Unconsolidated Joint Ventures





The Partnership has a 50% interest in a Joint Venture with Realmark Property Investors Limited Partnership - VI A (RPILP-VIA), an entity affiliated through common general partners.  The Joint Venture owned and operated the Research Triangle Industrial Park Joint Venture, an office/warehouse complex located in Durham, North Carolina. The Joint Venture agreement provides that any income, loss, gain, cash flow, or sale proceeds be allocated 50% to the Partnership and 50% to RPILP – VI A.








Summary financial information of the Joint Venture follows:





Balance Sheet Information


December 31,





Assets                                                                             2009                        2008





Cash and equivalents                                                                                         $  1,344,645                       1,471,582


Receivable from affiliates                                                                                           1,012,490                             912,490


Accrued interest receivable                                                                                           253,513169,008





Total assets                                                                    $2,610,648                       2,553,080








Liabilities and Partners’ Equity





Liabilities:


Accounts payable and accrued expenses                                                                                                           -                              25,030


Payables to affiliates                                                               556,666        557,648





Total liabilities                                                                     556,666                          582,678





Partners’ Equity:


The Partnership                                                                                           1,026,991985,201


RPILP - VI A   1,026,991985,201





Total partners’ equity                                                                      2,053,9821,970,402





Total liabilities and partners’ equity                                                                    $2,610,648                       2,553,080








F-10








REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements











(4)      Investments in Unconsolidated Joint Ventures, Continued





Operating Information





Years ended December 31,





2009                        2008                        2007


Income:


Interest                                                                                         $84,504             84,50484,504


Other                                                                                -                     1,654,339                              6,785





Total income                                                     85,504      1,738,843                                               91,289


Expenses:


Property operations                                                                                         -                      -              7,084


Interest                                                                                                          892                   1,071207


Administrative:


Affiliates                                                                                    -            93,092                        5,117


Other                                                                          32                  730,264                          81,989





Total expenses                                                     924                     824,427                          94,397





Net income (loss)                                              $       83,580 914,416            (3,108)





Allocation of net income:


The Partnership                                                                                41,790                    457,208                       (1,554)


RPILP - VI A                                                                             41,790                    457,208                             (1,554)





Total                                              $      83,580914,416                                             (3,108)





A reconciliation of the Partnership’s investment in Research Triangle Industrial Park Joint Venture


is as follows:


2009
2008
2007


Investment in Joint Venture at


beginning of year
$
985,201
527,993
529,547


Allocated net income (loss)
41,790
457,208
(1,554)





Equity interest in excess of investment


at end of year
$1,026,991
985,201
527,993





F-11





REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements, Continued





(4)
Investments in Unconsolidated Joint Ventures, Continued





In 1992, the Partnership entered into an agreement with the Adaron Group to form the Research Triangle Land Joint Venture.  The primary purpose of this joint venture is to develop the undeveloped land on the site of Research Triangle Industrial Park West.  This land was placed into the Land Joint Venture by Research Triangle Industrial Park West.  The ownership of the joint venture is 50% attributable to Adaron Group and 50% to the Partnership.  The value allocated to the land in this joint venture upon acquisition was $412,500.  In 2001, a portion of the land was sold for a gain of $180,199.  The Partnership’s remaining investment in the land amounted to $108,997 at December 31, 2005.  In July 2006, the land was sold for a purchase price of $1,371,704.  The Partnership received a distribution in the amount of $711,314 related to the sale of the land.  There are two purchase money notes totaling $143,312.  The Partnership’s basis in the investment in the land has been adjusted to approximately 67% of the remaining partner’s equity, which amounted to $106,054 at December 31, 2009 and 2008.




(5)      Related Party Transactions





The Corporate General Partner and its affiliates earn fees, principally for property and partnership management and are reimbursed for services rendered to the Partnership, as provided for in the partnership agreement.  A summary of those items follows:





2009
2008
2007


Property management fees based on a percent-


age (generally 5%) of the rental income
$
40,145
54,424
51,384





Reimbursement for cost of services to the


Partnership that include investor relations,


marketing of properties, supplies, professional


fees, communications, accounting, printing,


postage and other items
54,624
64,006
102,912





$ 94,769
118,430
154,296





In addition to the above, other property specific expenses such as payroll, benefits, etc. are charged to property operations on the Partnership’s consolidated statements of operations.    Receivables from affiliated parties are payable on demand and bear interest at 8% in 2009, 2008 and 2007.





Loan placement fees are paid or accrued to an affiliate of the general partners.  The fee is calculated at 1% of the mortgage loan amounts.  No such fees were paid during the years ended December 31, 2009, 2008 and 2007.





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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements, Continued







(5)
Related Party Transactions, Continued





Memorandum of Understanding


The Partnership has a 50% interest in the unconsolidated joint venture in Realmark Research, LLC (know as Research Triangle Industrial Park Joint Venture).  Realmark Research, LLC (Research) advanced a portion of its sales proceeds in the amount of $1,066,719 to an affiliate under a Memorandum of Understanding Agreement dated December 8, 2006.  Under the terms of this agreement, the affiliate agrees to repay this loan plus interest at a rate of 8% per annum, upon the sale of a remaining property, which is currently being marketed for sale.








Property Disposition Fee


According to the terms of the partnership agreement, the general partners are also allowed to collect a property disposition fee upon sale of acquired properties.  This fee is not to exceed the lesser of 50% of amounts customarily charged in arm’s-length transactions by others rendering similar services for comparable properties or 3% of the sales price.  The property disposition fee is subordinate to payments to the limited partners of a cumulative annual return (not compounded) equal to 7% of their average adjusted capital balances and to repayment to the limited partners of an amount equal to their original capital contributions.  Since these conditions described above have not been met, no disposition fees have been paid or accrued on properties sold in prior years.





(6)
Leases





In connection with the operation of Northwind, a commercial property, the Partnership has entered into numerous operating leases with terms from 1 to 5 years.  Future rentals to be received on non-cancelable operating leases with terms of more than one year are as follows:





2010
$217,651


2011
67,161


2012
42,684


2013
13,032


2014
9,774


$350,302








(7)
Settlement of Lawsuit





As previously reported, the Partnership, as a nominal defendant, the general partners of the Partnership and of affiliated public Partnerships (the “Realmark Partnerships”) and the officers and directors of the Corporate General Partner, as defendants, had been involved in a class action litigation at the state court level regarding the payment of fees and other management issues.





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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Notes to Consolidated Financial Statements, Continued











(7)
Settlement of Lawsuit, Continued





On August 29, 2001, the parties entered into a Stipulation of Settlement (the “Settlement”).  On October 4, 2001, the Court issued an “Order Preliminary Approving Settlement’ (the “Hearing Order”) and on November 29, 2001, the Court issued an “Order and Final Judgment Approving Settlement and Awarding Fees and Expenses” and dismissing the complaints with prejudice.  The Settlement provided, among other things, that all of the Realmark Partnerships’ properties be disposed of.  The general partners will continue to have primary authority to dispose of Partnerships’ properties.  If either (i) the general partners have not sold or contracted to sell 50% of the Partnerships’ properties (by value) by April 2, 2002 or (ii) the general partners have not sold or contracted to sell 100% of the Partnerships’ properties by September 29, 2002, then the primary authority to dispose of the Partnerships’ properties will pass to a sales agent designated by plaintiffs’ counsel and approved by the Court.  On October 4, 2002, the Court appointed a sales agent to work with the general partners to continue to sell the Partnerships’ remaining properties.








The settlement also provided for the payment by the Partnerships of fees to the plaintiffs’ attorneys.  These payments, which are not calculable at this time but may be significant, are payable out of the proceeds from the sale of all of the properties owned by all of the Realmark Partnerships, following the sale of the last of these properties in each partnership.  Plaintiffs’ counsel will receive 15% of the amount by which the sales proceeds distributable to limited partners in each partnership exceeds the value of the limited partnership units in each partnership (based on the weighted average of the units’ trading prices on the secondary market as reported by Partnership Spectrum for the period May through June 2001).  In no event may the increase on which the fees are calculated exceed 100% of the market value of the units as calculated above.





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Schedule III, Cont.





REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II





Real Estate and Accumulated Depreciation





December 31, 2009, 2008 and 2007











(1)
Cost for Federal income tax purposes is $4,853,406.





(2)
A reconciliation of the carrying amount of land and buildings as of December 31, 2009, 2008 and 2007 follows:





Partnership Properties


2008                        2007                        2007





Balance at beginning of year                                                                        $    4,853,406                      4,853,406                      4,853,406


Additions                                                                            -                     -                      -





Balance at end of year                                                                          $  4,853,406                       4,853,406                      4,853,406











(3)
A reconciliation of accumulated depreciation for buildings and improvements for the years ended December 31, 2009, 2008 and 2007 follows:





Partnership Properties


2009
2008
2007





Balance at beginning and end of year (4)
$  2,530,690
2,530,690
2,530,690








(4)
Balance applies entirely to buildings and improvements.








F-15