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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K / A
 þ
    
    AMENDED ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
 COMMISSION
FILE NUMBER: 0-17680 (FORMERLY 33-20255)
 
 SOUTHEAST ACQUISITIONS II, L.P.
 
 (Name of issuer in its charter)Delaware
    
    23-2498841(State of incorporation)
    
    (IRS Employer Identification Organization Number)
 
 
   
  
 
 
 þ o
 þ o
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PART IITEM I.
    
    BUSINESS
    
    1Background
    
    1Material Recent Developments
    
    2Employees
    
    2Competition
    
    2Trademarks and Patents
    
    2ITEM 2.
    
    PROPERTIES
    
    2ITEM 3.
    
    LEGAL PROCEEDINGS
    
    4ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    4PART II.ITEM 5.
    
    MARKET FOR THE
PARTNERSHIPS UNITS OF LIMITED PARTNERSHIP INTEREST AND RELATED SECURITY HOLDER MATTERS
    
    4ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    4SELECTED QUARTERLY FINANCIAL DATA
    
    5ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    6Background
    
    6Results of Operations
    
    62004 Compared to 2003
    
    62003 Compared to 2002
    
    7Liquidity and Capital Resources
    
    7Controls and Procedures
    
    7Critical Accounting Policies
    
    7ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    8ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    8PART IIIITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
    
    8ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    9ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    9Security Ownership of Management
    
    9Changes in Control
    
    9Ex-31.1  Section 302 Certification of the PEO & PFOEx-32.1  Section 906 Certification of the PEO & PFO




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ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    10ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    10PART IVITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
    
    10(a) Index to Financial Statements
    
    10(b) Reports on Form 8-K
    
    10(c) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
    
    10SIGNATURES




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For the Year
    
    
    For the Year
    
    
    For the Year
    
    
    For the Year
    
    
    For the YearEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Operating
Revenues
    
    $
    680,791
    
    
    $
    1,983
    
    
    $
    100,315
    
    
    $
    2,008,594
    
    
    $
    244,963Net Income (Loss)
    
    $
    581,140
    
    
    $
    (48,431
    )
    
    $
    66,579
    
    
    $
    1,938,972
    
    
    $
    198,000Net Income (Loss) per
Unit of Limited
Partnership
Interest
    
    $
    60.22
    
    
    $
    (5.02
    )
    
    $
    6.90
    
    
    $
    200.93
    
    
    $
    20.52Total Assets
    
    $
    540,011
    
    
    $
    498,682
    
    
    $
    546,923
    
    
    $
    510,350
    
    
    $
    1,082,329Long Term
Obligations
    
    NONE
    
    NONE
    
    NONE
    
    NONE
    
    NONECash
Distributions
Declared per
Unit of Limited
Partnership
Interest
    
    $
    60
    
    
    $NONE
    
    $NONE
    
    $
    260
    
    
    $
    30
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For the
    
    
    For the
    
    
    For the
    
    
    For the
    
    
    For the
    
    
    For the
    
    
    For the
    
    
    For theQuarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,
    
    
    December 31,
    
    
    September30,
    
    
    June 30,
    
    
    March 31,2004
    
    
    2004
    
    
    2004
    
    
    2004
    
    
    2003
    
    
    2003
    
    
    2004
    
    
    2003Operating (Loss)
Revenue
    
    $
    (407
    )
    
    $
    680,754
    
    
    $
    202
    
    
    $
    242
    
    
    $
    305
    
    
    $
    372
    
    
    $
    621
    
    
    $
    685Gross Profit*
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet (Loss) Income
before Extra-
ordinary Items and
Cumulative Effect
of a Change in
Accounting
    
    $
    (19,791
    )
    
    $
    618,302
    
    
    $
    (8,624
    )
    
    $
    (8,747
    )
    
    $
    (11,673
    )
    
    $
    (25,122
    )
    
    $
    (5,622
    )
    
    $
    (6,014
    )Net (Loss) Income
per Unit of Limited
Partnership
Interest
    
    $
    (2.05
    )
    
    $
    64.07
    
    
    $
    (0.89
    )
    
    $
    (0.91
    )
    
    $
    (1.22
    )
    
    $
    (2.60
    )
    
    $
    (0.58
    )
    
    $
    (0.62
    )Net (Loss) Income
    
    $
    (19,791
    )
    
    $
    618,302
    
    
    $
    (8,624
    )
    
    $
    (8,747
    )
    
    $
    (11,673
    )
    
    $
    (25,122
    )
    
    $
    (5,622
    )
    
    $
    (6,014
    )
 
 *
    
    In the real estate industry, costs of sales are netted in the gain on sale of
land and are included in operating revenues; therefore, there is no
breakdown for gross profit. 5




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Property Sold Prior to
    
    
    Remaining Property HeldPlace
    
    Property Purchased
    
    
    December 31, 2004
    
    
    for SaleHenry County,
    
    353 Acres
    
    353 Acres
    
    -0- AcresGeorgiaGreenville,
    
    91 Acres
    
    91 Acres
    
    -0- AcresSouth CarolinaRutherford County,
    
    135 Acres
    
    92 Acres
    
    43 AcresTennessee
 
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ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
  
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
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2004
    
    
    2003Audit fees
    
    $
    8,877
    
    
    $
    8,738Quarterly reviews
    
    $
    3,600
    
    
    $
    3,000Tax preparation fees
    
    $
    5,969
    
    
    $
    5,872Total fees
    
    $
    18,446
    
    
    $
    17.610
 
  
  
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Report of Independent Auditors
    
    F-1Balance Sheets
    
    F-2Statements of Operations
    
    F-3Statements of Partners Equity
    
    F-4Statements of Cash Flow
    
    F-5Notes to Financial Statements
    
    F-6
 Schedules have been omitted because they are inappropriate, not
required, or the information is included elsewhere in the financial
statements or notes thereto.
 
 (b)
    
    Reports on Form 8-K
 No reports on Form 8-K were filed by the Partnership during the
fourth quarter of 2004.
 
 (c)
    
    Exhibits (numbered in accordance with Item 601 of Regulation S-K)
 Exhibit Numbers
    
    Description
    
    Page Numbers3.1 (a)
    
    Certificate of Limited Partnership
    
    *3.1 (b) & (4)
    
    Restated Limited Partnership Agreement
    
    **3.1(c)
    
    First Amendment to Restated Limited
Partnership Agreement
    
    E-19
    
    Not Applicable11
    
    Not Applicable12
    
    Not Applicable13
    
    Not Applicable16
    
    Not Applicable18
    
    Not Applicable19
    
    Not Applicable22
    
    Not Applicable24
    
    Not Applicable25
    
    Not Applicable29
    
    Not Applicable31.1
    
    Certification Pursuant to section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference to Exhibit 3.1 filed as part of the Exhibits to the Partnerships
Registration Statement on Form S-18, Registration No. 33-20255.**
    
    Incorporated by reference to Exhibit 3.2 filed as part of the Partnerships Registration
Statement on Form S-18, Registration No. 33-20255. 11




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SOUTHEAST ACQUISITIONS II, L.P.a Delaware limited partnershipBy:
    
    SOUTHERN MANAGEMENT GROUP, LLCGeneral PartnerBy:
    
    /s/ Richard W. SorensonRICHARD W. SORENSONPresident and Chief Executive Officer
 12