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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, 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)
 3011 Armory Drive, Suite 310
Nashville, Tennessee 37204 
 (Address of principal executive offices)
 Issuers telephone no., including area code: (615) 833-8716 
 Securities registered pursuant to Section 12 (b) of the Act. Name of each exchange: None
Title of each class on which registered: Not Applicable Securities registered pursuant to Section 12 (g) of the Act:
Limited Partnership Units $1,000 Per Unit 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the
Exchange Act during the past 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.
Yes þ No o Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in
this form, and no disclosure will be contained, to the best of 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. Yes þ No o Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12-b2) Yes o No þ




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TABLE OF CONTENTS 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
    
    
    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
    
    
    10(c) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
    
    
    10SIGNATURESEX-3.1.C FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENTEX-31.1 SECTION 302 CERTIFICATION OF THE CEO & CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO
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##### Table of Contents



PART I 
  ITEM 1.
    BUSINESS 
 Background Southeast Acquisitions II, L.P. (the Partnership) was formed on December 14, 1987, as a
Delaware limited partnership. The Partnerships public offering of 9,650 units of limited
partnership interest (Units) commenced on June 8, 1988 and terminated on July 18, 1988 when all
9,650 Units were sold. The Partnership was scheduled to terminate on December 31, 2000. There are
currently no plans to extend the Partnership agreement. Since there is land remaining at December
31, 2004, the current General Partner will continue to operate in the liquidation mode until all of
the Partnerships Property is sold. The Partnership purchased the following three parcels of unimproved land in 1988; 353 acres in
Henry County, Georgia; 91 acres in Greenville, South Carolina; and 135 acres in Rutherford County,
Tennessee. The Partnerships primary business objective is to realize appreciation in the value of
the three parcels of unimproved land (each a Property, collectively the Properties), by holding
the Properties for investment and eventual sale, although there is no assurance that this will be
attained. Since acquisition, the Partnership has sold all of its Georgia Property, all of its South
Carolina Property, and approximately 68% of its Tennessee Property. All remaining land is
currently being marketed. The timing and manner of sale will be determined by Southern Management Group, LLC, the
General Partner of the Partnership. The General Partner generally has the right to sell Property,
or portions thereof, without the consent of the Limited Partners. The Partnership Agreement
provides, however, that a majority in interest of the Limited Partners must consent to the sale or
disposition at one time of 60% or more of the real estate acreage held by the Partnership as of
September 22, 1997 unless the sale or disposition is being made in connection with the liquidation
of the Partnership pursuant to the Partnership Agreement or in the event that the net proceeds of
the sale, when distributed in accordance with the Partnership Agreement, will be sufficient to
provide the Limited Partners with distributions equal to the acquisition cost of the assets sold. The General Partner believes that the Partnerships cash reserves will be sufficient to last
for at least one more year assuming no significant increases in expenses. However, if the reserves
are exhausted and the Partnership is unable to borrow funds, the Partnership may have to sell the
Property on unfavorable terms. The General Partner has no plans to develop the Properties, except for activities including
rezoning, land planning, market surveys and other activities necessary to prepare the Properties
for sale. There can be no assurance that necessary funds would be available should it be desirable
for the Partnership to improve the Properties to facilitate their sale. At a special meeting of Limited Partners held on November 5, 1997, the Partnership Agreement
was amended to (i) extend the term of the Partnership from its original expiration date of December
31, 1998 to December 31, 2000; (ii) substitute Southern Management Group, LLC for Southeast
Acquisitions, Inc. as the general partner of the Partnership; (iii) authorize new commissions and
new management fees for the new General Partner; (iv) give the new General Partner the exclusive
right to sell Partnership Property; and (v) modify the Partnership Agreement to require that a
majority in interest of the limited Partners must consent to the sale or disposition at one time of
60% or more of the real estate acreage held by the Partnership as of September 22, 1997 unless the
sale or disposition is being made in connection with the liquidation of the Partnership pursuant to
the Partnership Agreement or the net proceeds of the sale, when distributed in accordance with the
Partnership Agreement, will be sufficient to provide the Limited Partners with distributions equal
to the acquisition cost of the assets sold. 1




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Material Recent Developments During 2004 the Partnership sold approximately 1.88 acres of its Rutherford County, Tennessee
Property for a sales price of $995,000 and recognized a gain of $679,646. During 2003 there were
no sales of Partnership Property. During the first quarter of 2005, the Partnership has entered
into a contract to sell approximately 37.25 acres of the remaining Rutherford County, Tennessee
Property. This contract allows for a stepped purchase price based on when the sale occurs. If the
sale occurs within 210 days of the contract date, the sales price will be $170,000 per acre. If
the sale occurs within 360 days of the contract date, the sales price will be $180,000 per acre and
if the sale occurs within 420 days of the contract date, the sales price will be $190,000 per acre.
There are contract contingencies that could allow the purchaser to terminate the agreement. There
can be no assurance that this transaction will close. 
 Employees The Partnership presently has no employees. The General Partner manages and controls the
affairs of the Partnership. (See Part III, Item 10, Directors and Executive Officers of the
Partnership). 
 Competition The General Partner believes that there is significant direct competition within a five-mile
radius of the Properties. The Property is located in middle Tennessee. 
 Trademarks and Patents The Partnership has no trademarks or patents. 
  ITEM 2.
    PROPERTIES The Partnership owns approximately 43 acres of undeveloped land in Rutherford County,
Tennessee. Henry County, Georgia Property: All of the Henry County, Georgia Property has been sold. The Partnership sold approximately 13 acres during 1988 and 1989, 15 acres in 1992, 47 acres
in 1993, 73 acres in 1994 and 25 acres in 1995. During 1998, the Partnership sold approximately 44 acres for a gross sales price of
approximately $209,500 less commissions and expenses. During 1999, the Partnership closed the sale of 69.122 acres of Henry County Property for
$138,244 less commissions and expenses. On March 3, 2000, the Partnership closed the sale of the remaining land for $298,100 less
commissions and expenses. Greenville, South Carolina Property: All of the Greenville, South Carolina Property has been sold. During 1997, the Partnership sold approximately 1 acre of the Greenville Property for $160,000
per acre. On April 7, 1998, the Partnership closed the sale of 1.9 acres of the Greenville Property for
approximately $317,000 less commissions and expenses. 2




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On May 11, 1998, the Partnership closed the sale of .277 acres of the Greenville Property for
approximately $27,700 less commissions and expenses. On July 30, 1998, the Partnership closed the sale of 2.049 acres of the Greenville Property
for approximately $342,000 less commissions and expenses. On August 5, 1998, the Partnership closed the sale of 17.316 acres of the Greenville Property
for approximately $1,645,000 less commissions and expenses. On August 17, 1999, the Partnership closed the sale of the remaining land for approximately
$699,500 less commissions and expenses. Rutherford County, Tennessee Property: The Rutherford County, Tennessee Property is located approximately 18 miles southeast of the
Nashville Central business district and 10 miles southeast of the Nashville Metropolitan Airport.
Following a sale of four acres in 1995, 32.514 acres in 1997, and 52.281 acres in January 2001, .41
acres in October 2002 and 1.88 acres in July 2004 the Property consists of approximately 43 acres
in the northeast quadrant of the I-24/Sam Ridley interchange, with frontage on the access road.
The four acres sold in 1995 were part of the Property located at the northwest corner of the I-24
interchange. This land was located along Sam Ridley and was the portion of the Property located
furthest from the interchange itself and was sold for a price of $50,000 per acre. The 32.514-acre
sale in 1997 and the 52.281 acre sale in January 2001, were also at $50,000 per acre. During 1998
and 1999 there were no sales of Rutherford County, Tennessee Property but the Partnership sold an
easement for $101,500 less commissions in 1998 and another utility easement in 1999 for $17,658.
In 2000, the Partnership recognized an additional $7,509 in relation to the 1999 utility easement
sale. The .41 acres sold in 2002 for a sales price of $112,385. The 1.88 acres sold in 2004 were
sold for a sales price of $995,000 less an allowance to the purchaser for underground storm
detention and landscaping. The Partnership also agreed to pay for site preparation for the land,
which included grading, water and sewer extension and paving. In an effort to make future development of the Property easier, all of the Property has now
been zoned for commercial use and is located entirely within the Smyrna City Limits rather than
part in the City of Smyrna and part in the City of LaVergne. There is a small cemetery located in
the northwest quadrant of I-24, which the former general partner was aware of at the time of
purchase, and which the General Partner does not believe will have an adverse effect on the
Partnerships ability to sell the land. The I-24/Sam Ridley Parkway interchange is one exit south
of Interchange City Industrial Park, the largest industrial park in the Nashville area, and is
currently the last I-24 interchange south of the city to which sewer lines are available. At
December 31, 1997, I-24 was being widened to three lanes in each direction from Bell Road in
Nashville to the Sam Ridley interchange. This widening was completed in 1998. In 1999 I-24 was
being widened to three lanes from Sam Ridley interchange to the I-840 interchange approximately 9
miles south of the property. This was completed in 2000. In 2001, Hospital Corporation of America
announced plans to build a major medical facility on the southeast quadrant of the I-24
interchange. The facility is located immediately across the street from the remaining Rutherford
County, Tennessee Property. It is estimated to cost seventy-six million dollars and was completed
in 2003. The former general partner had the Rutherford County Property appraised in 1996 by Martin
Appraisal Services. The appraiser had no affiliation with the former general partner, although the
president of Martin Appraisal Services served as a vice president of an affiliate of the current
General Partner from April 1984 to August 1987. The Property was appraised in two tracts; one
consisting of 84.5 acres for $2,250,000, or approximately $26,627 per acre, and the second
consisting of 45.05 acres for $2,000,000, or approximately $44,395 per acre. The appraiser used
the sales comparison (market) approach to value the Property in bulk. The appraiser also estimated
the value of the Property if developed and sold as lots to end-users. The appraiser was able to
use several sales of land that occurred in the past few years along Sam Ridley Parkway in the sales
comparison approach. In the development analysis, the appraiser evaluated the sale of tracts of
land over a three-year period and estimated the costs of necessary utility improvements. Due to
the short period of time estimated as an absorption period, the appraiser did not discount the cash
flow for the absorption period. The appraised value does not reflect costs, expenses and commissions, which would be incurred
in connection with a sale of the property. Moreover, appraisals are only an approximation of
current market value, which can only be established by an actual sale. 3




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ITEM 3.
    LEGAL PROCEEDINGS The Partnership is not directly a party to, nor is the Partnerships Property directly the
subject of, any material legal proceedings. 
  ITEM 4.
    SUBMISSION OF ITEMS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders in 2004. 
 PART II 
  ITEM 5.
    MARKET FOR THE PARTNERSHIPS UNITS OF LIMITED PARTNERSHIP INTEREST AND RELATED SECURITY HOLDER MATTERS There is no established public trading market for the Units and it is not anticipated that any
will develop in the future. The Partnership commenced an offering to the public on June 8, 1988 of
9,650 units of limited partnership interests. The offering of $9,650,000 was fully subscribed and
terminated on June 24, 1988. As of December 31, 2004, there were 472 limited partners in the
Partnership. 
  ITEM 6.
    SELECTED FINANCIAL DATA 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
 4




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SELECTED QUARTERLY FINANCIAL DATA 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 31,2004
    
    
    2004
    
    
    2004
    
    
    2004
    
    
    2003
    
    
    2003
    
    
    2003
    
    
    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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##### Table of Contents



ITEM 7.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 
 Background The Partnership was formed to acquire and realize appreciation in the Property by holding it
for investment and eventual sale. However, there can be no assurance that the Partnerships
objectives will be realized. 
 Results of Operations The Partnership had no operations from the date of its formation on December 14, 1987 until
June 24, 1988 when it acquired the first Property and sold 3,165 units of limited partnership
interest. During 1988 the Partnership acquired three additional Properties and sold 6,485
additional Units of limited partnership interests. In 1988 the Partnership purchased 579 acres of unimproved land at three locations. The status
of these Properties at December 31, 2004 is as follows: Property Sold Prior to
    
    Remaining Property HeldPlace
    
    Property Purchased
    
    December 31, 2004
    
    for SaleHenry County, Georgia
    
    353 Acres
    
    353 Acres
    
    -0- AcresGreenville, South Carolina
    
    91 Acres
    
    91 Acres
    
    -0- AcresRutherford County, Tennessee
    
    135 Acres
    
    92 Acres
    
    43 Acres
 
 2004 Compared to 2003 During 2004, the Partnership sold approximately 1.88 acres of its Rutherford County, Tennessee
Property for a sales price of $995,000 and recognized a gain of $679,646. As part of the contract
the Partnership agreed to give the purchaser a $30,000 underground storm detention allowance and a
$20,000 landscaping allowance. The storm detention allowance and landscaping allowance were both
credited to the Purchaser at closing. The Partnership also agreed to pay for site preparation for
the land, which included grading, water and sewer extension and paving. The cost to the
Partnership was $137,954. During 2003, the Partnership had no sales of Partnership Property.
Revenue in 2004 also consisted of interest income of $1,145 as compared to $1,983 in 2003. The
interest was lower due to a lower cash reserve. The Partnership made cash distributions of $60 per
unit to the Limited Partners in 2004. There were no cash distributions to the Limited Partners in
2003. Expenses during 2004 were $99,651 consisting of general and administrative expense of $54,984,
franchise and excise taxes of $35,842, real estate taxes of $8,518 and insurance of $307. The
general and administrative expenses included $21,152 in accounting fees, which represent an
increase of $4,446 over 2003. This increase is due to new auditing procedures required by the
Public Company Accounting Oversight Board. The general and administrative expenses also included
$6,528 in legal fees, which represent an increase of $5,681 over 2003. The increase is due to
legal fees related to the sale of land mentioned above. The franchise and excise taxes were
$33,983 higher than in 2003, when the Partnership paid $1,859 in franchise and excise taxes. The
increase in taxes is related to the gain on the sale of land in 2004. The real estate taxes in
2004 were $6,905 higher than in 2003, when the Partnership paid $1,613 in real estate taxes. The
increase in 2004 was due to the reclassification of one parcel of land from agricultural to
commercial, which resulted in a higher tax rate. The insurance in 2004 was $77 higher that in
2003, when the Partnership paid $230 for insurance 6




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2003 Compared to 2002 During 2003, the Partnership had no sales of Partnership Property as compared to 2002, when
the Partnership sold approximately one half acre in Rutherford County, Tennessee for a gain of
$97,794. Revenue in 2003 consisted of interest earned of $1,983 compared to $2,521 in 2002. The
interest was lower due to a lower cash reserve. There were no cash distributions to the Limited
Partners in 2003 or 2002. Expenses during 2003 were $50,414 consisting of general and administrative expenses of
$46,712, franchise and excise taxes of $1,859, real estate taxes of $1,613 and insurance of $230.
The general and administrative expenses included $17,553 in accounting and legal fees, which
represents a decrease of $4,988 from 2002. In 2002 the Partnership required additional legal
assistance related to a quitclaim deed for right-of-way. The general and administrative expenses
for 2003 also included $26,920 in professional fees compared to $3,684 in 2002. The increase was
due to fees paid to consultants to develop a marketing and grading plan to subdivide the remaining
property in Rutherford County, Tennessee into 14 sites of one to two acre sites. The Partnership
has no current plans to complete this work. There were no such fees in 2002. The franchise and
excise taxes were $2,377 lower than in 2002, when the Partnership paid $4,236 related to the gains
on the sale of land. The real estate taxes in 2003 were $360 higher than in 2002, when the
Partnership paid $1,253 in real estate taxes, which included $1,167 in greenbelt rollback taxes
that were paid in relation to the Rutherford County land sale. The increase in 2003 was due to the
reclassification of one parcel of land from agricultural to commercial, which resulted in a higher
tax rate. Inflation did not have a material impact on operations during 2004, 2003 and 2002. 
 Liquidity and Capital Resources Cash generated by operating activities varies from year to year based on the level of land
sale activity. The Partnership had cash reserves, net of accounts payable, of $12,637 at December
31, 2004. The General Partner believes that the Partnership has sufficient cash reserves to cover
normal partnership expenses through the liquidation mode. However, if additional expenses are
incurred or should the Partnership decide to construct infrastructure improvements to enhance the
marketability of the Property, the reserves may be inadequate to cover the Partnerships operating
expenses. If the reserves are exhausted, the Partnership may have to dispose of some of the
Property or incur indebtedness on unfavorable terms. 
 Controls and Procedures (a) Within the ninety day period prior to the date of this report, we carried
out an elevation under the supervision and with the participation of our management, including our principal executive
officer and our principal financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934). Based upon that evaluation, our management, including our
principal executive officer and our principal financial officer, concluded that the design and
operation of these disclosure controls and procedures were effective to timely alert them to any
material information relating to the Partnership that must be included in our periodic SEC filings. (b) There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation. 
 Critical Accounting Policies The Partnerships financial statements are presented in conformity with accounting principles
generally accepted in the United States of America. The Partnership was scheduled to terminate on
December 31, 2000 and is continuing to operate in liquidation mode. No adjustments are necessary
to present the Partnerships financial statements on the liquidation basis of accounting. Land is
carried at the lower of cost or fair value, less estimated cost to sell. Sales of land are
recognized upon the closing of an enforceable sales contract and the Partnerships execution of its
obligations under the contract. 7




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ITEM 8.
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Partnerships financial statements for the years ended December 31, 2004, 2003 and 2002
together with the report of the Partnerships independent auditors, Williams Benator & Libby, LLP,
are included in this Form 10-K. 
  ITEM 9.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE Not Applicable. 
 PART III 
  ITEM 10.
    DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP The Partnership does not have any directors or officers. The General Partner manages and
controls the affairs of the Partnership and has responsibility for all aspects of the Partnerships
operations. The current members and executive officers and directors of the General Partner are
identified and described below. The General Partner is a Tennessee limited liability company whose members are Richard W.
Sorenson, who owns a 50% interest in the General Partner and has a 51% voting right and Southeast
Venture LLC, a Tennessee limited liability company, which owns 50% and has a 49% voting right. Mr. Sorenson, age 79, has over 40 years experience in several real estate disciplines,
including land acquisition and development, development of office buildings, shopping centers,
warehouses and medical facilities. All of these activities occurred in the southeastern United
States. Mr. Sorenson was President of Phoenix Investment Company (Phoenix), a publicly owned,
Atlanta based real estate development and investment firm from 1965 to 1970. Concurrent with his
employment at Phoenix, he was President of First Atlanta Realty Fund, a publicly owned real estate
investment trust. During his tenure with the trust, he served as a Trustee of the National
Association of Real Estate Investment Trusts. Following his departure from Phoenix in 1970, Mr. Sorenson became Vice President of Cousins
Properties in Atlanta, where he was responsible for development of office buildings, shopping
centers and apartments until 1971. Until forming Southeast Venture Companies (SV) in 1979, Mr.
Sorenson was an independent real estate developer. Mr. Sorenson was co-founder of SV in 1979. In 1992, substantially all of the assets of SV
were sold to Southeast Venture Corporation. Mr. Sorenson is a graduate of the Northwestern University Business School with a major in real
estate. The other member of the General Partner is Southeast Venture LLC (SVLLC). The officers and
key employees of SVLLC include the following: Paul J. Plummer, age 55. Mr. Plummer is a registered architect and serves as director of
architectural services for SVLLC. Mr. Plummer is responsible for facility programming, planning,
master planning, facility assessment and design. Before joining SVLLC in 1986, Mr. Plummer served
as a partner and director of design for the Nashville-based architecture and engineering firm of
Gresham, Smith and Partners. In that capacity he was responsible for the design and planning of
over 15 major projects throughout the United States and Saudi Arabia. Mr. Plummer earned his
bachelor of architecture degree from the University of Kentucky and is a member of the American
Institute of Architects. Wood S. Caldwell, age 51. Mr. Caldwell is responsible for all site development activities on
behalf of commercial and health care clients of SVLLC, including managing all design consultants,
permitting, scheduling, budgeting and construction management. He contributes to SVLLCs
development team in the areas of land planning, 8




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##### Table of Contents



zoning, permitting, engineering and construction. Before joining SVC in 1985, Mr. Caldwell served
as a professional engineer for Gresham, Smith and Partners. As the prime site design engineer for
Gresham, Smith and Partners, Mr. Caldwell produced and coordinated site development plans for over
50 separate medical facilities in over 40 different communities throughout the southeast. Mr.
Caldwell earned his bachelor of engineering degree from the Vanderbilt University School of
Engineering. Axson E. West, age 50. Mr. West serves as vice president of brokerage services for SVLLC,
specializing in office and industrial leasing, improved property sales and land disposition for
several commercial and residential projects. Mr. West has sold real estate and real estate
securities since 1980 and, since joining SVC in 1988, he has been responsible for the disposition
of land encompassing industrial, office and retail developments. He received his Bachelor of Arts
degree from Vanderbilt University and is a Certified Commercial Investment Member, a designation of
the Commercial Investment Real Estate Institute. Cameron W. Sorenson, age 43. Mr. Sorenson serves as director of vertical development for
SVLLC. He is primarily responsible for providing development and project management for the
clients of SVLLC. Prior to assuming these responsibilities, Mr. Sorenson was project director for
two large-scale land development ventures for SVLLC. Prior to joining SVC in 1987, Mr. Sorenson
was with Trust Company Bank in Atlanta, as an officer in the National Division, managing a credit
portfolio in excess of $150 million. He received his Bachelor of Science degree in finance from
the MacIntyre School of Business at the University of Virginia. Cameron Sorenson is the son of
Richard W. Sorenson, the individual majority member of the General Partner. Randy W. Parham, age 49. Mr. Parham is the President of SVLLC. He is primarily responsible
for property management, park and association management and also specializes in real estate
development and brokerage. Mr. Parham is a licensed real estate broker and architect. Prior to
joining SVLLC in 1998, Mr. Parham was a project manager with Gresham, Smith and Partners from 1978
to 1983 and was responsible for overall project management of project team and project financial
management. Following his departure from Gresham, Smith and Partners, Mr. Parham joined
Metro Center Properties, Inc., an 850 acre mixed-use development in Nashville, Tennessee. He was
Vice-President and was responsible for initiation and development of new projects, land sales and
lease negotiations. In 1991 he purchased the assets of Metro Center Properties and formed Metro
Center Management, Inc. where he served as President through 1997. 
  ITEM 11.
    EXECUTIVE COMPENSATION During the fiscal years ended December 31, 2004, 2003 and 2002, the Partnership did not pay
compensation to any officers of the General Partner. No management fees were paid during 2004,
2003 or 2002 since the Partnership was operating in the liquidation mode. See Item 13 of this
report, Certain Relationships and Related Transactions. 
  ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of December 31, 2004 no person or group (as that term is used in Section 13(d) (3) of the
Securities Exchange Act of 1934) was known to the Partnership to beneficially own more than 5% of
the Units of the Partnership. 
 Security Ownership of Management No individual member, or director or officer of a member, of the General Partner nor such
directors or officers as a group, owns any of the Partnerships outstanding securities. The
General Partner owns a general partnership interest which entitles it to receive 30% of cash
distributions after the Limited Partners have received cumulative distributions equal to a 10%
non-compounded Cumulative Annual Return on their Adjusted Capital Contribution plus a return of
their Capital Contributions as those terms are defined in the Partnership Agreement. The General
Partner will share in taxable income to reflect cash distributions or, to the extent there are
losses, 1% of such losses. 9




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Changes in Control There are no arrangements known to the Partnership that would at any subsequent date result in
a change in control of the Partnership. 
  ITEM 13.
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS From 1988 through 1996, the Partnership paid $18,753 annually as an administration fee to the
former general partner. This fee was computed as one quarter of one percent of the base cost of
the land. The cumulative amount of such fee could not exceed $150,021 and, as of December 31,
1996, fees charged since inception amounted t $150,021. As of November 5, 1997, the Limited
Partners voted and agreed to pay the new General Partner, Southern Management Group, LLC, a fee of
$2,915 for the period November 5, 1997 through December 31, 1997 and annual fees of $19,000 from
January 1, 1998 through December 31, 2000. Any fee payments would cease at a date when the
Partnership was liquidated. The General Partner will also receive 30% of cash distributions after the Limited Partners
have received (i) cumulative distributions equal to a 10% Cumulative Annual Return on their
Adjusted Capital Contributions plus (ii) a return of their Capital Contributions (as those terms
are defined in the Partnership Agreement). During 2004, 2003 and 2002, the General Partner
received no cash distributions. At the special meeting of Limited Partners held on November 5, 1997, the Partnership Agreement
was amended to provide that total compensation paid to all persons, including the General Partner,
for the sale of the Partnerships property is limited to a competitive real estate commission or
disposition fee not to exceed 10% of the contract price of the sale of the property. Any such real
estate commission or disposition fee paid to the General Partner will reduce any distribution to
which it would otherwise be entitled under the amended Partnership Agreement. In addition, the
Partnership Agreement was amended to provide that the General Partner may act as the exclusive
agent for the sale of the Property. During 2004 and 2002, the Partnership paid real estate sales
commissions of $69,650 and $7,867, respectively, to the General Partner or its affiliates. There
were no sales of land during the year ended December 31, 2003. 
  ITEM 14.
    PRINCIPAL ACCOUNTANT FEES AND SERVICES Fees billed by the principal auditors during the years ended December 31, 2004 and 2003
consisted of the following: 2004
    
    
    2003Audit fees
    
    $
    8,877
    
    
    $
    8,738Quarterly reviews
    
    $
    3,600
    
    
    $
    3,000Tax preparation fees
    
    $
    5,969
    
    
    $
    5,872Total fees
    
    $
    18,446
    
    
    $
    17.610
 
 PART IV 
  ITEM 15.
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 
  (a)
    Index to Financial Statements PageReport of Independent Auditors
    
    F-1Balance Sheets
    
    F-2
 10




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PageStatements 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. 
 SIGNATURES 11




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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. SOUTHEAST ACQUISITIONS II, L.P.a Delaware limited partnershipBy:
    
    SOUTHERN MANAGEMENT GROUP, LLCGeneral PartnerBy:
    
    /s/ Richard W. SorensonRICHARD W. SORENSONPresident and Chief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the capacities and on the
date indicated. Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    President and Chief Executive Officer
of Southern Management Group, LLC.
    
    March 29, 2005
 12




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SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2004 with INDEPENDENT AUDITORS REPORT




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Audited Financial Statements SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) December 31, 2004 Independent Auditors Report
    
    
    1Balance Sheets
    
    
    2Statements of Operations
    
    
    3Statements of Partners Equity
    
    
    4Statements of Cash Flows
    
    
    5Notes to Financial Statements
    
    
    6




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(WILLIAMS BENATOR & LIBBY, LLP LOGO) 
 INDEPENDENT AUDITORS REPORT Partners
Southeast Acquisitions II, L.P.
Nashville, Tennessee We have audited the accompanying balance sheets of Southeast Acquisitions II, L.P. (a limited
partnership operating in liquidation mode) as of December 31, 2004 and 2003, and the related
statements of operations, partners equity, and cash flows for each of the years in the three-year
period ended December 31, 2004. These financial statements are the responsibility of the
Partnerships management. Our responsibility is to express an opinion on these 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. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material
respects, the financial position of Southeast Acquisitions II, L.P. (a limited partnership
operating in liquidation mode) as of December 31, 2004 and 2003, and the results of its operations
and its cash flows for each of the years in the three-year period ended December 31, 2004 in
conformity with accounting principles generally accepted in the United States of America. As more fully described in Note A, according to the terms of the partnership agreement, the
Partnership was scheduled to terminate on December 31, 2000 and is continuing to operate in
liquidation mode. (WILLIAMS BENATOR & LIBBY, LLP) Atlanta, Georgia
January 11, 2005 1040 Crown Pointe Parkway, NE | Suite 400 | Atlanta, Ga 30338
t) 770.512.0500 | f) 770.512.0200 | www.wblcpa.com
Member of American Institute of Certified Public Accountants and
Russell Bedford International -1-




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BALANCE SHEETS SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) December 312004
    
    
    2003ASSETSLand held for saleNote D
    
    $
    467,102
    
    
    $
    369,365Cash and cash equivalents
    
    
    71,646
    
    
    
    128,583Property tax reimbursement receivable
    
    
    1,263
    
    
    
    734$
    540,011
    
    
    $
    498,682LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expensesNote B
    
    $
    59,009
    
    
    $
    19,820Partners equityNote C:General partner
    
    
    53,594
    
    
    
    47,783Limited partners (9,650 units outstanding)
    
    
    427,408
    
    
    
    431,079481,002
    
    
    
    478,862$
    540,011
    
    
    $
    498,682
 See notes to financial statements. -2-




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##### Table of Contents



STATEMENTS OF OPERATIONS SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) Year Ended December 312004
    
    
    2003
    
    
    2002Revenues:Gain on sale of land
    
    $
    679,646
    
    
    $
    -0-
    
    
    $
    97,794Interest and other income
    
    
    1,145
    
    
    
    1,983
    
    
    
    2,521680,791
    
    
    
    1,983
    
    
    
    100,315Expenses:General and administrative
    
    
    54,984
    
    
    
    46,712
    
    
    
    28,017Franchise and excise taxes
    
    
    35,842
    
    
    
    1,859
    
    
    
    4,236Real estate taxes
    
    
    8,518
    
    
    
    1,613
    
    
    
    1,253Insurance
    
    
    307
    
    
    
    230
    
    
    
    23099,651
    
    
    
    50,414
    
    
    
    33,736Net income (loss):General partner
    
    
    5,811
    
    
    
    (484
    )
    
    
    666Limited partners
    
    
    575,329
    
    
    
    (47,947
    )
    
    
    65,913NET INCOME (LOSS)
    
    $
    581,140
    
    
    $
    (48,431
    )
    
    $
    66,579Net income (loss) per limited partnership
unit
    
    $
    60.22
    
    
    $
    (5.02
    )
    
    $
    6.90
 See notes to financial statements. -3-




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##### Table of Contents



STATEMENTS OF PARTNERS EQUITY SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) General
    
    
    LimitedPartner
    
    
    Partners
    
    
    TotalBalance at January 1, 2002
    
    $
    47,601
    
    
    $
    413,113
    
    
    $
    460,714Net income for the year ended December 31,
2002
    
    
    666
    
    
    
    65,913
    
    
    
    66,579Balance at December 31, 2002
    
    
    48,267
    
    
    
    479,026
    
    
    
    527,293Net loss for the year ended December 31, 2003
    
    
    (484
    )
    
    
    (47,947
    )
    
    
    (48,431
    )Balance at December 31, 2003
    
    
    47,783
    
    
    
    431,079
    
    
    
    478,862Distributions to partners ($60 per unit)
    
    
    -0-
    
    
    
    (579,000
    )
    
    
    (579,000
    )Net income for the year ended December 31,
2004
    
    
    5,811
    
    
    
    575,329
    
    
    
    581,140Balance at December 31, 2004
    
    $
    53,594
    
    
    $
    427,408
    
    
    $
    481,002
 See notes to financial statements. -4-




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##### Table of Contents



STATEMENTS OF CASH FLOWS SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) Year Ended December 312004
    
    
    2003
    
    
    2002CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    581,140
    
    
    $
    (48,431
    )
    
    $
    66,579Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:Cash paid for land improvements
    
    
    (259,191
    )
    
    
    -0-
    
    
    
    -0-Gain on sale of land
    
    
    (679,646
    )
    
    
    -0-
    
    
    
    (97,794
    )Net proceeds from sales of land
    
    
    841,100
    
    
    
    -0-
    
    
    
    101,146Increase in property tax reimbursement receivable
    
    
    (529
    )
    
    
    -0-
    
    
    
    (734
    )Increase (decrease) in accounts payable
and accrued expenses
    
    
    39,189
    
    
    
    190
    
    
    
    (30,006
    )NET CASH PROVIDED
BY (USED IN) OPERATING ACTIVITIES
    
    
    522,063
    
    
    
    (48,241
    )
    
    
    39,191CASH FLOWS FROM FINANCING ACTIVITIESDistributions paid to limited partners
    
    
    (579,000
    )
    
    
    -0-
    
    
    
    -0-(DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS
    
    
    (56,937
    )
    
    
    (48,241
    )
    
    
    39,191Cash and cash equivalents at beginning of year
    
    
    128,583
    
    
    
    176,824
    
    
    
    137,633CASH AND CASH
EQUIVALENTS AT END OF YEAR
    
    $
    71,646
    
    
    $
    128,583
    
    
    $
    176,824
 See notes to financial statements. -5-




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NOTES TO FINANCIAL STATEMENTS SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) December 31, 2004 NOTE ADESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Southeast Acquisitions II, L.P. (a limited partnership operating in liquidation mode) (the
Partnership) is a Delaware limited partnership that was formed to acquire and sell undeveloped
land. The Partnership was formed during December 1987 and received equity contributions totaling
$9,650,000 through the sale of 9,650 limited partnership units during 1988. The Partnership was
originally scheduled to terminate on December 31, 1998. However, during November 1997, concurrent
with the replacement of the previous general partner, the term of the Partnership was extended to
December 31, 2000. The partnership is currently operating in liquidation mode until all of the
Partnerships land is sold. No adjustments are necessary to present the financial statements on
the liquidation basis. During 1988, the Partnership purchased undeveloped land to be marketed for sale as follows:
approximately 135 acres near Nashville, Tennessee, approximately 91 acres in Greenville, South
Carolina, and approximately 353 acres near Atlanta, Georgia. This land was purchased from an
affiliate of the previous general partner. At December 31, 2004, the remaining land consisted of
approximately 43 acres of the Tennessee land. The following accounting policies are presented to assist the reader in understanding the
Partnerships financial statements: Basis of Accounting: The Partnership maintains its accounting records on the accrual basis
of accounting. Sales of land are recognized upon the closing of an enforceable sales contract and
the Partnerships execution of its obligations under the contract. Land Held for Sale: Land is carried at the lower of cost or fair value, less estimated
cost to sell. The value of the land is reviewed for impairment annually by considering recent
sales, contract negotiations in progress, and sale activity in the lands geographic area. The
Partnerships land is carried net of the remaining portion of an original write-down of $3,467,829
that was recognized during 1991. Income Taxes: Federal and state income taxes have not been provided for in the financial
statements. Under existing law, the Partnership is not treated as a taxable entity. Rather, each
partner must include his allocated share of Partnership income, loss, gain, deduction, and credit
in his individual income tax return. The write-down of the lands carrying value that has been
recorded for financial statement purposes will not be recognized for income tax purposes until the
land is sold. At December 31, 2004 and 2003, the remaining portion of the 1991 write-down that had
not been recognized for income tax purposes totaled $1,115,285 and $1,163,714, respectively. -6-




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NOTES TO FINANCIAL STATEMENTSContinued SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) NOTE ADESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIESContinued Estimates: The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Cash Equivalents: For purposes of reporting cash flows, the Partnership considers all
demand deposits and highly liquid investments purchased with an original maturity of three months
or less which can be readily converted to cash on demand, without penalty, to be cash equivalents.
At December 31, 2004, cash and cash equivalents included cash on deposit in excess of federally
insured limits of approximately $5,000. NOTE BRELATED PARTY TRANSACTIONS During the years ended December 31, 2004, 2003 and 2002, sales commissions totaling $69,650, $-0-,
and $7,867, respectively, were paid to the general partner or its affiliates related to sales of
land. The Partnership agreement provides for reimbursement of expenses incurred by the general partner
related to the administration and operation of the Partnership. During the years ended December 31,
2004, 2003 and 2002, reimbursements to the general partners members and related companies totaled
$2,170, $2,175, and $1,788, respectively. Accounts payable to the general partners members
totaled $387 and $1,830 at December 31, 2004 and 2003, respectively. The Partnership agreement provided for the payment of management fees to the general partner.
However, no management fees were paid during the years ended December 31, 2004, 2003 and 2002 since
the Partnership was operating in liquidation mode. NOTE CPARTNERS EQUITY In accordance with the partnership agreement (as amended in November 1997), cash distributions and
Partnership profits and losses are to be allocated as follows: -7-




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NOTES TO FINANCIAL STATEMENTSContinued SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) NOTE CPARTNERS EQUITYContinued  (a)
    Except for distributions in connection with the liquidation of the Partnership, cash
distributions are to be made 100% to the limited partners until the limited partners have
received (i) cumulative distributions equal to their 10% noncompounded cumulative annual
return on their adjusted capital contribution, as defined ($2,487,019 unpaid at December 31,
2004) plus (ii) a return of their capital contributions ($9,650,000 at December 31, 2004);
thereafter, distributions will be made 70% to the limited partners and 30% to the general
partner. Distributions in connection with the Partnerships liquidation will be made in
accordance with the partners capital accounts as maintained for federal income tax purposes.  (b)
    Profits and losses are to be allocated as provided in the partnership agreement. Generally,
profits will be allocated to the partners to reflect cash distributions or to offset negative
balances in the partners capital accounts, but at least 1% of profits will be allocated to
the general partner. Losses will generally be allocated 99% to the limited partners, in
proportion to their units, and 1% to the general partner, or to reduce any positive account
balances in the partners capital accounts. Upon Partnership dissolution and termination, the general partner is required to contribute to the
capital of the Partnership the lesser of any negative amount of its capital account, as defined, or
1.01% of the capital contributions made by the limited partners. Any amount so contributed shall be
distributed to the limited partners in proportion to their positive capital account balances. During the year ended December 31, 2004, the Partnership paid distributions against the limited
partners cumulative annual return in accordance with the partnership agreement of $579,000, or $60
per unit. No distributions were paid during the years ended December 31, 2003 and 2002. Cumulative distributions applied against the limited partners cumulative annual return through
December 31, 2004 totaled $13,436,281, or $1,392 per unit. Total compensation paid to all persons, including the general partner, upon the sale of the
Partnerships property is limited to a competitive real estate commission or disposition fee not to
exceed 10% of the contract price. Any such commission or disposition fee paid to the general
partner would reduce any distribution which it would otherwise be entitled to pursuant to the
partnership agreement. The general partner or an affiliate may be given an exclusive right to sell
property for the Partnership. -8-




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NOTES TO FINANCIAL STATEMENTSContinued SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode) NOTE DSUMMARY OF PROPERTY AND ACTIVITY At December 31, 2004, land consisted of the following: Description
    
    Initial Cost
    
    
    Carrying Amount
    
    
    Date Acquired43 acres of unimproved land
in Rutherford County, Tennessee
    
    $
    1,582,387
    
    
    $
    467,102
    
    
    June 1988
 There were no liens on the land as of December 31, 2004. At December 31, 2004, the aggregate
carrying value of the land for income tax purposes was $1,582,387. The difference between the
carrying value for financial statement purposes and income tax purposes resulted from a write-down
of the propertys carrying value that was recorded for financial statement purposes during 1991 as
more fully described in Note A. Land activity during the years ended December 31, 2002, 2003 and 2004 consisted of the following: Balance at January 1, 2002
    
    $
    372,717Cost of land sold
    
    
    (3,352
    )Balance at December 31, 2002
    
    
    369,365Cost of land sold
    
    
    -0-Balance at December 31, 2003
    
    
    369,365Cost of land sold
    
    
    (161,454
    )Land improvements
    
    
    259,191Balance at December 31, 2004
    
    $
    467,102
 -9-