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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 EXCHANGEACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005.**   o **TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT 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)   4011 Armory Oaks Dr.  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          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No þCheck whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of theExchange Act during the past 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past (90) days.Yes þ No o     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o Accelerated filer o Non-accelerated filer þCheck if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained inthis form, and no disclosure will be contained, to the best of registrant’s knowledge in definitiveproxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. Yes þ No oIndicate by check mark whether the registrant is an accelerated filer (as defined in Exchange ActRule 12-b2) Yes o No þ  
 

 
TABLE OF CONTENTS       PART I             ITEM I. BUSINESS  1   Background  1   Material Recent Developments  2   Employees  2   Competition  2   Trademarks and Patents  2        ITEM 2. PROPERTIES  2        ITEM 3. LEGAL PROCEEDINGS  4        ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  4        PART II.             ITEM 5. MARKET FOR THE PARTNERSHIP’S UNITS OF LIMITED PARTNERSHIP INTEREST AND RELATED SECURITY HOLDER MATTERS  4        ITEM 6. SELECTED FINANCIAL DATA  4   SELECTED QUARTERLY FINANCIAL DATA  5        ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  6   Background  6   Results of Operations  6   2005 Compared to 2004  6   2004 Compared to 2003  7   Liquidity and Capital Resources  7   Controls and Procedures  8   Critical Accounting Policies  8        ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  8        ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  8        PART III             ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP  8        ITEM 11. EXECUTIVE COMPENSATION  10        ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  10   Security Ownership of Management  10   Changes in Control  10  EX-31.1  SECTION 302 CERTIFICAION OF PEO & PFO EX-32.1  SECTION 906 CERTIFICATION OF PEO & PFO- i -
 

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         ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  10          ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  11          PART IV                 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K  11     (a) Index to Financial Statements  11     (b) Reports on Form 8-K  11     (c) Exhibits (numbered in accordance with Item 601 of Regulation S-K)  11          SIGNATURES        - ii -
 

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PART IITEM 1. BUSINESS               Background               Southeast Acquisitions II, L.P. (the “Partnership”) was formed on December 14, 1987, as aDelaware limited partnership. The Partnership’s public offering of 9,650 units of limitedpartnership interest (“Units”) commenced on June 8, 1988 and terminated on July 18, 1988 when all9,650 Units were sold. The Partnership was scheduled to terminate on December 31, 2000. There arecurrently no plans to extend the Partnership agreement. Since there is land remaining at December31, 2005, the current General Partner will continue to operate in the liquidation mode until all ofthe Partnership’s Property is sold.               The Partnership purchased the following three parcels of unimproved land in 1988; 353 acres inHenry 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 ofthe three parcels of unimproved land (each a “Property”, collectively the “Properties”), by holdingthe Properties for investment and eventual sale, although there is no assurance that this will beattained.               Since acquisition, the Partnership has sold all of its Georgia Property, all of its SouthCarolina Property, and approximately 70% of its Tennessee Property. All remaining land iscurrently being marketed.               The timing and manner of sale will be determined by Southern Management Group, LLC, theGeneral 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 Agreementprovides, however, that a majority in interest of the Limited Partners must consent to the sale ordisposition at one time of 60% or more of the real estate acreage held by the Partnership as ofSeptember 22, 1997 unless the sale or disposition is being made in connection with the liquidationof the Partnership pursuant to the Partnership Agreement or in the event that the net proceeds ofthe sale, when distributed in accordance with the Partnership Agreement, will be sufficient toprovide 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 lastfor at least one more year assuming no significant increases in expenses. However, if the reservesare exhausted and the Partnership is unable to borrow funds, the Partnership may have to sell theProperty on unfavorable terms.               The General Partner has no plans to develop the Properties, except for activities includingrezoning, land planning, market surveys and other activities necessary to prepare the Propertiesfor sale. There can be no assurance that necessary funds would be available should it be desirablefor the Partnership to improve the Properties to facilitate their sale.               At a special meeting of Limited Partners held on November 5, 1997, the Partnership Agreementwas amended to (i) extend the term of the Partnership from its original expiration date of December31, 1998 to December 31, 2000; (ii) substitute Southern Management Group, LLC for SoutheastAcquisitions, Inc. as the general partner of the Partnership; (iii) authorize new commissions andnew management fees for the new General Partner; (iv) give the new General Partner the exclusiveright to sell Partnership Property; and (v) modify the Partnership Agreement to require that amajority in interest of the limited Partners must consent to the sale or disposition at one time of60% or more of the real estate acreage held by the Partnership as of September 22, 1997 unless thesale or disposition is being made in connection with the liquidation of the Partnership pursuant tothe Partnership Agreement or the net proceeds of the sale, when distributed in accordance with thePartnership Agreement, will be sufficient to provide the Limited Partners with distributions equalto the acquisition cost of the assets sold.
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               Material Recent Developments               During 2005 the Partnership closed a sale of 2.28 acres of its Rutherford County, TennesseeProperty for a cash payment of $900,000 and recognized a gain of $258,814. The sales contractrequires the Partnership to make certain improvements to the land, which are estimated to cost$173,745. Cash of $180,000 was withheld from the sales proceeds at closing and deposited with anescrow agent. The sales contract requires the Partnership to make the improvements to the landwithin 21 to 45 days after closing. As more fully described in item 7, a portion of the revenuesfrom this contract was deferred at December 31, 2005 due to the Partnership’s remaining obligationsunder the contract. During 2004 the Partnership sold approximately 1.88 acres of its RutherfordCounty, Tennessee Property for a sales price of $995,000 and recognized a gain of $679,646.               During the first quarter of 2005, the Partnership entered into a contract to sellapproximately 37.25 acres of the remaining Rutherford County, Tennessee Property. The contract hassince been amended to include all of the remaining property in Rutherford County, Tennessee. Theamended contract allows for a stepped purchase price based on when the sale occurs. If the saleoccurs after April 19, 2006, the price will be $190,000 per acre. If the sale occurs after April19, 2006, but on or before December 31, 2006, the sales price will be $195,000 per acre. Thereare contract contingencies that could allow the purchaser to terminate the agreement. There can beno assurance that this transaction will close.               Employees               The Partnership presently has no employees. The General Partner manages and controls theaffairs of the Partnership. (See Part III, Item 10, Directors and Executive Officers of thePartnership).               Competition               The General Partner believes that there is significant direct competition within a five-mileradius 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 41 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 acresin 1993, 73 acres in 1994 and 25 acres in 1995.               During 1998, the Partnership sold approximately 44 acres for a gross sales price ofapproximately $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 lesscommissions and expenses.               Greenville, South Carolina Property:               All of the Greenville, South Carolina Property has been sold.
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               During 1997, the Partnership sold approximately 1 acre of the Greenville Property for $160,000per acre.               On April 7, 1998, the Partnership closed the sale of 1.9 acres of the Greenville Property forapproximately $317,000 less commissions and expenses.               On May 11, 1998, the Partnership closed the sale of .277 acres of the Greenville Property forapproximately $27,700 less commissions and expenses.               On July 30, 1998, the Partnership closed the sale of 2.049 acres of the Greenville Propertyfor approximately $342,000 less commissions and expenses.               On August 5, 1998, the Partnership closed the sale of 17.316 acres of the Greenville Propertyfor 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 theNashville 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, .41acres in October 2002, 1.88 acres in July 2004 and 2.28 acres in December 2005 the Propertyconsists of approximately 41 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 atthe northwest corner of the I-24 interchange. This land was located along Sam Ridley and was theportion 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 alsoat $50,000 per acre. During 1998 and 1999 there were no sales of Rutherford County, TennesseeProperty but the Partnership sold an easement for $101,500 less commissions in 1998 and anotherutility easement in 1999 for $17,658. In 2000, the Partnership recognized an additional $7,509 inrelation 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 tothe purchaser for underground storm detention and landscaping. The Partnership also paid for sitepreparation for the land, which included grading, water and sewer extension and paving. In 20052.28 acres were sold for a sales price of $900,000. The Partnership also agreed to pay for waterand sewer extension.               In an effort to make future development of the Property easier, all of the Property has nowbeen zoned for commercial use and is located entirely within the Smyrna City Limits rather thanpart in the City of Smyrna and part in the City of LaVergne. There is a small cemetery located inthe northwest quadrant of I-24, which the former general partner was aware of at the time ofpurchase, and which the General Partner does not believe will have an adverse effect on thePartnership’s ability to sell the land. The I-24/Sam Ridley Parkway interchange is one exit southof Interchange City Industrial Park, the largest industrial park in the Nashville area, and iscurrently the last I-24 interchange south of the city to which sewer lines are available. AtDecember 31, 1997, I-24 was being widened to three lanes in each direction from Bell Road inNashville to the Sam Ridley interchange. This widening was completed in 1998. In 1999 I-24 wasbeing widened to three lanes from Sam Ridley interchange to the I-840 interchange approximately 9miles south of the property. This was completed in 2000. In 2001, Hospital Corporation of Americaannounced plans to build a major medical facility on the southeast quadrant of the I-24interchange. The facility is located immediately across the street from the remaining RutherfordCounty, Tennessee Property. It is estimated to cost seventy-six million dollars and was completedin 2003.               The former general partner had the Rutherford County Property appraised in 1996 by MartinAppraisal Services. The appraiser had no affiliation with the former general partner, although thepresident of Martin Appraisal Services served as a vice president of an affiliate of the currentGeneral Partner from April 1984 to August 1987. The Property was appraised in two tracts; oneconsisting of 84.5 acres for $2,250,000, or approximately $26,627 per acre, and the secondconsisting of 45.05 acres for $2,000,000, or approximately $44,395 per acre. The appraiser usedthe sales comparison (market) approach to value the Property in bulk. The appraiser also estimatedthe value of the Property if developed and sold as lots to end-users. The appraiser was able touse several sales of land that occurred in the past few years along Sam Ridley Parkway in the salescomparison approach. In the development analysis, the appraiser evaluated the
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sale of tracts of land over a three-year period and estimated the costs of necessary utilityimprovements. Due to the short period of time estimated as an absorption period, the appraiser didnot discount the cash flow for the absorption period.               The appraised value does not reflect costs, expenses and commissions, which would be incurredin connection with a sale of the property. Moreover, appraisals are only an approximation ofcurrent market value, which can only be established by an actual sale.ITEM 3. LEGAL PROCEEDINGS               The Partnership is not directly a party to, nor is the Partnership’s Property directly thesubject 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 2005.PART IIITEM 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 anywill develop in the future. The Partnership commenced an offering to the public on June 8, 1988 of9,650 units of limited partnership interests. The offering of $9,650,000 was fully subscribed andterminated on June 24, 1988. As of December 31, 2005, there were 440 limited partners in thePartnership.ITEM 6. SELECTED FINANCIAL DATA                       For the Year For the Year For the Year For the Year For the Year  Ended Ended Ended Ended Ended  December 31, December 31, December 31, December 31, December 31,  2005 2004 2003 2002 2001 OperatingRevenues $258,945  $680,791  $1,983  $100,315  $2,008,594  Net Income (Loss) $179,552  $581,140  $(48,431) $66,579  $1,938,972  Net Income (Loss) perUnit of LimitedPartnershipInterest $18.61  $60.22  $(5.02) $6.90  $200.93  Total Assets $1,288,215  $540,011  $498,682  $546,923  $510,350  Long TermObligations NONE  NONE  NONE  NONE  NONE  CashDistributionsDeclared perUnit of LimitedPartnershipInterest $NONE  $60  $NONE  $NONE  $260 
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SELECTED QUARTERLY FINANCIAL DATA                                   For the For the For the For the For the For the For the For the  Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended  December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31,  2005 2005 2005 2005 2004 2004 2004 2004 Operating (Loss)Revenue $258,850  $14  $16  $65  $(407) $680,754  $202  $242  Gross Profit*  N/A   N/A   N/A   N/A   N/A   N/A   N/A   N/A  Net (Loss) Incomebefore Extra-ordinary Items andCumulative Effectof a Change inAccounting $216,160  $(11,126) $(18,872) $(6,610) $(19,791) $618,302  $(8,624) $(8,747) Net (Loss) Incomeper Unit of LimitedPartnershipInterest  $22.40  $(1.15) $(1.96) $(0.68) $(2.05) $64.07  $(0.89) $(0.91) Net (Loss) Income  $216,160  $(11,126) $(18,872) $(6,610) $(19,791) $618,302  $(8,624) $(8,747) *In the real estate industry, costs of sales are netted in the gain on sale of land and areincluded in operating revenues; therefore, there is no breakdown forgross profit.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS               Background               The Partnership was formed to acquire and realize appreciation in the Property by holding itfor investment and eventual sale. However, there can be no assurance that the Partnership’sobjectives will be realized.               Results of Operations               The Partnership had no operations from the date of its formation on December 14, 1987 untilJune 24, 1988 when it acquired the first Property and sold 3,165 units of limited partnershipinterest. During 1988 the Partnership acquired three additional Properties and sold 6,485additional Units of limited partnership interests.               In 1988 the Partnership purchased 579 acres of unimproved land at three locations. The statusof these Properties at December 31, 2005 is as follows:           Property Sold Prior to Remaining Property HeldPlace Property Purchased December 31, 2005              for Sale Henry County,