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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.
 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.
  
  Delaware
    
    23-2498841(State of incorporation)
    
    (IRS Employer Identification Organization Number)
 
 
  
 
  
 
 
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PART IITEM I.
    
    BUSINESS
    
    
    1Background
    
    
    1Material Recent Developments
    
    
    1Employees
    
    
    1Competition
    
    
    1Trademarks and Patents
    
    
    1ITEM 2.
    
    PROPERTIES
    
    
    1ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    3ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    3PART II.ITEM 5.
    
    MARKET FOR THE PARTNERSHIPS UNITS OF LIMITED PARTNERSHIP
INTEREST AND RELATED SECURITY HOLDER MATTERS
    
    
    3ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    3SELECTED QUARTERLY FINANCIAL DATA
    
    
    4ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    5Background
    
    
    5Results of Operations
    
    
    52006 Compared to 2005
    
    
    52005 Compared to 2004
    
    
    6Liquidity and Capital Resources
    
    
    7Controls and Procedures
    
    
    7Critical Accounting Policies
    
    
    7ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    7ITEM 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
    
    
    9
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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
    
    
    11(c) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
    
    
    11SIGNATURESEx-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32.1 Section 906 CertificationEx-32.2 Section 906 Certification
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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 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Operating Revenues
    
    $
    7,401,575
    
    
    $
    258,945
    
    
    $
    680,791
    
    
    $
    1,983
    
    
    $
    100,315Net Income (Loss)
    
    $
    6,926,022
    
    
    $
    179,552
    
    
    $
    581,140
    
    
    $
    (48,431
    )
    
    $
    66,579Net Income (Loss) per
Unit of Limited
Partnership Interest
    
    $
    717.72
    
    
    $
    18.61
    
    
    $
    60.22
    
    
    $
    (5.02
    )
    
    $
    6.90Total Assets
    
    $
    7,497,978
    
    
    $
    1,288,215
    
    
    $
    540,011
    
    
    $
    498,682
    
    
    $
    546,923Long Term Obligations
    
    NONE
    
    NONE
    
    NONE
    
    NONE
    
    NONECash
Distributions
Declared per
Unit of Limited
Partnership Interest
    
    $
    786
    
    
    $
    NONE
    
    $
    60
    
    
    $
    NONE
    
    $
    NONE
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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,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    2005
    
    
    2005
    
    
    2005Operating
(Loss) Revenue
    
    $
    7,071,688
    
    
    $
    18
    
    
    $
    (265
    )
    
    $
    330,134
    
    
    $
    258,850
    
    
    $
    14
    
    
    $
    16
    
    
    $
    65Gross 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
    
    $
    6,646,630
    
    
    $
    (4,631
    )
    
    $
    (20,012
    )
    
    $
    304,035
    
    
    $
    216,160
    
    
    $
    (11,126
    )
    
    $
    (18,872
    )
    
    $
    (6,610
    )Net (Loss) Income
per Unit of Limited
Partnership Interest
    
    $
    688.76
    
    
    $
    (0.48
    )
    
    $
    (2.07
    )
    
    $
    31.51
    
    
    $
    22.40
    
    
    $
    (1.15
    )
    
    $
    (1.96
    )
    
    $
    (0.68
    )Net (Loss) Income
    
    $
    6,646,630
    
    
    $
    (4,631
    )
    
    $
    (20,012
    )
    
    $
    304,035
    
    
    $
    216,160
    
    
    $
    (11,126
    )
    
    $
    (18,872
    )
    
    $
    (6,610
    )
 
 *
    
    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. 4




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Property Sold Prior to
    
    Remaining Property HeldPlace
    
    Property Purchased
    
    December 31, 2006
    
    for SaleHenry County, Georgia
    
    353 Acres
    
    353 Acres
    
    -0- AcresGreenville, South Carolina
    
    91 Acres
    
    91 Acres
    
    -0- AcresRutherford County, Tennessee
    
    135 Acres
    
    135 Acres
    
    -0- Acres
  
  
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2006
    
    2005Audit fees
    
    $
    16,850
    
    
    $
    13,950Quarterly reviews
    
    $
    6,600
    
    
    $
    5,500Tax preparation fees
    
    $
    6,750
    
    
    $
    6,550Total fees
    
    $
    30,200
    
    
    $
    26,000
 
  
  
 (a) Index to Financial Statements

    
    PageReport of Independent Auditors
    
    F-1Statement of Net Assets in Liquidation and Balance Sheet
    
    F-2Statements of Income
    
    F-3
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Statements of Changes in Net Assets in Liquidation and
Partners Equity
    
    F-4Statements of Cash Flow
    
    F-5Notes to Financial Statements
    
    F-6Schedules 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-KNo reports on Form 8-K were
filed by the Partnership during the fourth quarter of 2006.
 
 (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, LLC
General PartnerBy:
    
    /s/ Richard W. SorensonRICHARD W. SORENSONPresident and Chief Executive Officer
  Signature
    
    Title
    
    Date/s/
    
    President and Chief Executive Officer of
    
    March 26, 2007Southern Management Group, LLC
 12