<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


[X]      ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

               COMMISSION FILE NUMBER: 0-17680 (FORMERLY 33-20255)

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                         SOUTHEAST ACQUISITIONS II, L.P.

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                         (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
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                    (Address of principal executive offices)

           Issuer's telephone no., including area code: (615) 833-8716
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          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 [X] No [ ]


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 [X] No [ ]




<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<S>         <C>                                                               <C>
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
          2001 Compared to 2000..............................................   6
          2000 Compared to 1999..............................................   6
          Liquidity and Capital Resources....................................   7

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................   7

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE...........................................   7


PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP................   7

ITEM 11.  EXECUTIVE COMPENSATION.............................................   9

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.........................................................   9
          Security Ownership of Management...................................   9
          Changes in Control.................................................   9
</TABLE>

                                      - i -


<PAGE>


<TABLE>
<S>         <C>                                                                 <C>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................    9


PART IV

ITEM 14. 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)...   10

SIGNATURES
</TABLE>


                                     - ii -


<PAGE>



                                     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 has since been 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, 2001, the current General Partner will
continue to run operations through the liquidation mode.

                  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 66% 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
<PAGE>


                  Material Recent Developments

                  During 2001 the Partnership sold approximately 52 acres of its
Rutherford, County Tennessee Property for $2,614,050 and recognized a gain of
$1,918,254. The Partnership also received extension fees and interest related to
this sale of $10,155 and $125,928 in 2001 and 2000 respectively. During April
2001, the Partnership received non-refundable extension fees of $60,300 and
interest of $2,091 related to a sales contract that was subsequently cancelled
by the prospective purchaser.

                  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 46 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.

                  On May 11, 1998, the Partnership closed the sale of .277 acres
of the Greenville Property for approximately $27,700 less commissions and
expenses.


                                       2
<PAGE>

                  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, the
Property consists of approximately 46 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.

                  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-440 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 will be located immediately across the
street, Sam Ridley Parkway, from the remaining Rutherford County, Tennessee
Property. It is estimated to cost seventy-six million dollars and it is expected
to be 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 appraisal 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
<PAGE>





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 2001.


                                     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, 2001, there were 477 limited
partners in the Partnership.

ITEM 6.           SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                  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,
                      2001             2000            1999            1998              1997
--------------------------------------------------------------------------------------------------
<S>               <C>              <C>             <C>             <C>             <C>
Operating
Revenues             $2,008,594      $  244,963      $   73,299      $1,719,053      $1,349,188
-----------------------------------------------------------------------------------------------
Net Income           $1,938,972      $  198,000      $   10,865      $1,620,142      $1,231,547
-----------------------------------------------------------------------------------------------
Net Income per
Unit of Limited
Partnership
Interest             $   200.93      $    20.52      $     1.13      $   167.89      $   127.62
-----------------------------------------------------------------------------------------------
Total Assets         $  510,350      $1,082,329      $1,144,861      $2,349,250      $2,632,282
-----------------------------------------------------------------------------------------------
Long Term
Obligations                NONE            NONE            NONE            NONE            NONE
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Cash
Distributions
Declared per
Unit of Limited
Partnership
Interest             $      260      $       30      $      123      $      186      $      150
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</TABLE>


                                       4
<PAGE>





                        SELECTED QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------

                        For the       For the        For the       For the      For the         For the       For the       For the
                        Quarter       Quarter        Quarter       Quarter       Quarter        Quarter       Quarter       Quarter
                         Ended         Ended          Ended         Ended         Ended          Ended         Ended         Ended
                      December 31,  September 30,    June 30,     March 31,    December 31,   September 30,   June 30,     March 31,
                          2001          2001          2001          2001           2000          2000          2000          2000

------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>             <C>          <C>           <C>            <C>             <C>          <C>
Operating Revenue        $   708       $ 1,280       $63,144      $1,943,462      $130,207      $ 5,185       $ 1,923       $107,648

------------------------------------------------------------------------------------------------------------------------------------

Gross Profit*                N/A           N/A           N/A             N/A           N/A          N/A           N/A           N /A
------------------------------------------------------------------------------------------------------------------------------------

Net Income (Loss)
before Extra-
ordinary Items and
Cumulative Effect
of a Change in
Accounting               $(6,461)      $(3,603)      $55,480      $1,893,556      $116,931      $(4,954)      $(9,995)      $ 96,018
------------------------------------------------------------------------------------------------------------------------------------

Net Income (Loss)**
per Unit of Limited
Partnership
Interest                 $ (0.67)      $ (0.37)      $  5.75      $   196.22      $  12.12      $(0..51)      $ (1.04)      $   9.95
------------------------------------------------------------------------------------------------------------------------------------

Net Income
(Loss)                   $(6,461)      $(3,603)      $55,480      $1,893,556      $116,931      $(4,954)      $(9,995)      $ 96,018
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*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.

**Net income (loss) per unit of limited partnership interest for the first three
quarters of 2000 have been restated to conform to the year-end presentation.


                                       5
<PAGE>

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, 2001 is as follows:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
                                                                              Property Sold Prior to      Remaining Property Held
Place                                              Property Purchased           December 31, 2001                for Sale
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                          <C>                           <C>
Henry County,                                          353 Acres                    353 Acres                    -0- Acres
Georgia
---------------------------------------------------------------------------------------------------------------------------------
Greenville,                                             91 Acres                     91 Acres                    -0- Acres
South Carolina
---------------------------------------------------------------------------------------------------------------------------------
Rutherford County,                                     135 Acres                     89 Acres                     46 Acres
Tennessee
</TABLE>

         2001 Compared to 2000

         During 2001, the Partnership sold approximately 52 acres in Rutherford
County, Tennessee and recognized non-refundable extension fees and interest
related to another Rutherford County sales contract that was subsequently
cancelled by the prospective purchaser. These transactions provided gains and
non-refundable extension fees and interest of $1,990,800 compared with gains on
sales of property and non-refundable extension fees and interest during 2000 of
$239,024. Other revenues in 2001 consisted of $17,794 in interest and other
income compared to $5,939 in 2000. During 2001, a distribution of $260 per Unit
was made to the Limited Partners compared to a distribution per Unit of $30 in
2000.

         Expense during 2001 were $69,622 consisting of general and
administrative expenses of $24,088, franchise and excise taxes of $45,377, real
estate taxes of $86 and insurance of $71. The general and administrative
expenses included $20,258 in accounting and legal fees, which represents a
decrease of $2,319 from 2000. The decrease was primarily due to decreased legal
charges. The franchise and excise taxes included $45,277 related to gains on the
sale of land. The Partnership paid no such taxes in 2000. Since the Partnership
is currently operating in the liquidation mode, it had no management fees in
2001 as compared to $19,000 that were paid in 2000. In 2001 there was a decrease
in real estate taxes of $800 and insurance of $133, both due to the sale of
land.

         2000 Compared to 1999

         During 2000, the Partnership sold approximately 67 acres in Henry
County, Georgia, recognized additional easement income on the Rutherford County
Property and recognized non-refundable extension fees and interest income
related to a subsequent 2001 sale of 52 acres in Rutherford County. These
transactions provided a gain of $239,024

                                       6
<PAGE>

compared with gains on sales of Property and easement rights during 1999 of
$55,493. Other revenues in 2000 consisted of $5,939 in interest income compared
with interest income of $17,806 in 1999. During 2000, a distribution of $30 per
Unit was made to the Limited Partners as compared to a distribution of $123 per
Unit during 1999.

         Expenses during 2000 were $46,963, consisting of general and
administrative expenses of $26,873, management fees of $19,000, real estate
taxes of $886 and insurance of $204. The general and administrative expenses
included $22,577 in accounting and legal fees, which represents an increase of
$7,567 from 1999. This increase was primarily due to legal assistance needed for
the Rutherford County closing and finalizing the utility easement agreement. In
2000 there was a decrease in real estate taxes of $15,805 due to the sale of
land.

         Inflation did not have a material impact on operations during 2001,
2000 and 1999.

         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 of
$137,633 at December 31, 2001. 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Partnership's financial statements for the years ended December 31,
2001, 2000 and 1999 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 76, has over 39 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.

                                       7
<PAGE>

         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 52. 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 48. 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, 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 47. 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 40. 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 46. 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 MetroCenter 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.

                                       8
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

         During the fiscal years ended December 31, 2001, 2000 and 1999, the
Partnership did not pay compensation to any officers of the General Partner. The
Partnership paid to the General Partner management fees of $19,000 in the years
ended December 31, 2000 and 1999. No management fees were paid during 2001 since
the Partnership is operating in 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, 2001 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.

         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 to $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 2001, 2000 and 1999, 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 2001, 2000 and 1999, the Partnership paid real
estate sales commissions of $261,405, $7,453 and $34,972 respectively, to the
General Partner.

                                       9
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
         (a)      Index to Financial Statements                                                 Page
         <S>                                                                                    <C>

                           Report of Independent Auditors                                        F-1
                           Balance Sheets                                                        F-2
                           Statements of Income                                                  F-3
                           Statements of Partners' Equity                                        F-4
                           Statements of Cash Flow                                               F-5
                           Notes 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 2001.

         (c)      Exhibits (numbered in accordance with Item 601 of Regulation
                  S-K)
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                                              <C>
Exhibit Numbers                                   Description                                        Page Numbers
-----------------------------------------------------------------------------------------------------------------------------------
3.1 (a)                             Certificate of Limited Partnership                                    *
-----------------------------------------------------------------------------------------------------------------------------------
3.1 (b) & (4)                       Restated Limited Partnership Agreement                                **
-----------------------------------------------------------------------------------------------------------------------------------
3.1(c)                              First Amendment to Restated Limited                                   E-1
                                    Partnership Agreement
-----------------------------------------------------------------------------------------------------------------------------------
9                                   Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
11                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
12                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
13                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
16                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
18                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
19                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
22                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
24                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
25                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
27                                  Financial Data Schedule (for SEC use only)
-----------------------------------------------------------------------------------------------------------------------------------
29                                  Not Applicable
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*        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.

                                       10
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     SOUTHEAST ACQUISITIONS II, L.P.
                                     a Delaware limited partnership

                                     By:  SOUTHERN MANAGEMENT GROUP, LLC
                                          General Partner

                                     By:  /s/ RICHARD W. SORENSON
                                          --------------------------------------
                                                   RICHARD W. SORENSON
                                          President 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.

<TABLE>
<CAPTION>
Signature                                   Title                                          Date
---------                                   -----                                          -----
<S>                                         <C>                                            <C>
/s/ Richard W. Sorenson                     President, Chief Executive                     March 28,2002
                                            Officer and Chief Financial Officer
                                            of Southern Management Group, LLC.
</TABLE>


<PAGE>
                         SOUTHEAST ACQUISITIONS II, L.P.
              (A Limited Partnership Operating in Liquidation Mode)

                          AUDITED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001

                                      with

                          INDEPENDENT AUDITORS' REPORT



<PAGE>

Audited Financial Statements

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode)

December 31, 2001

<TABLE>

<S>                                                                                                           <C>
Independent Auditors' Report...................................................................................F-1
Balance Sheets.................................................................................................F-2
Statements of Income...........................................................................................F-3
Statements of Partners' Equity.................................................................................F-4
Statements of Cash Flows.......................................................................................F-5
Notes to Financial Statements..................................................................................F-6
</TABLE>

<PAGE>

[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,
2001 and 2000, and the related statements of income, partners' equity, and cash
flows for the years ended December 31, 2001, 2000, and 1999. 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 auditing standards generally accepted
in the United States of America. 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, 2001
and 2000, and the results of its operations and its cash flows for the years
ended December 31, 2001, 2000, and 1999 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.


                                              /s/ WILLIAMS BENATOR & LIBBY, LLP
                                              ---------------------------------
Atlanta, Georgia
January 16, 2002


                                      F-1

<PAGE>

BALANCE SHEETS

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode)

<TABLE>
<CAPTION>
                                                                                             December 31
                                                                                       2001                2000
                                                                                   ---------------------------------
ASSETS
<S>                                                                                <C>              <C>
Land held for sale--Note D                                                         $     372,717    $       800,183
Cash and cash equivalents                                                                137,633            219,224
Interest and other receivables--Note F                                                       -0-             62,922
                                                                                   -------------    ---------------

                                                                                   $     510,350    $     1,082,329
                                                                                   =============    ===============


LIABILITIES AND PARTNERS' EQUITY

Accounts payable and accrued expenses                                              $      49,636     $       11,587
Earnest money on deposit--Note E                                                             -0-             40,000

Partners' equity--Note C:
    General partner                                                                       47,601             28,211
    Limited partners (9,650 units outstanding)                                           413,113          1,002,531
                                                                                   -------------     --------------
                                                                                         460,714          1,030,742
                                                                                   -------------     --------------

                                                                                   $     510,350     $    1,082,329
                                                                                   =============     ==============
</TABLE>



See notes to financial statements.


                                      F-2


<PAGE>


STATEMENTS OF INCOME

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode)

<TABLE>
<CAPTION>
                                                                              Year Ended December 31
                                                                  2001                 2000                1999
                                                             ------------------------------------------------------
<S>                                                          <C>                   <C>                  <C>
Revenues:
    Gain on sale of land                                     $   1,918,254         $   105,587          $    37,835
    Gain on sale of utility easements                                  -0-               7,509               17,658
    Extension fees and interest income on
       pending sale of land--Note F                                 72,546             125,928                  -0-
    Interest and other income                                       17,794               5,939               17,806
                                                             -------------         -----------          -----------
                                                                 2,008,594             244,963               73,299
Expenses:
    General and administrative                                      24,088              26,873               26,065
    Franchise and excise taxes                                      45,377                 -0-                  -0-
    Management fees--Note B                                            -0-              19,000               19,000
    Real estate taxes                                                   86                 886               16,691
    Insurance                                                           71                 204                  678
                                                             -------------         -----------          -----------
                                                                    69,622              46,963               62,434
                                                             -------------         -----------          -----------

Net income:
    General partner                                                 19,390               1,980                  109
    Limited partners                                             1,919,582             196,020               10,756
                                                             -------------         -----------          -----------

                                                             $   1,938,972         $   198,000          $    10,865
                                                             =============         ===========          ===========

Net income per limited partnership unit                      $      200.93         $     20.52          $      1.13
                                                             =============         ===========          ===========
</TABLE>



See notes to financial statements.

                                      F-3


<PAGE>


STATEMENTS OF PARTNERS' EQUITY

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode)

<TABLE>
<CAPTION>
                                                                General            Limited
                                                                Partner            Partners              Total
                                                              -----------        ------------       --------------

<S>                                                           <C>                <C>                <C>
Balance at January 1, 1999                                    $    26,122        $   2,270,229      $    2,296,351

Distributions ($123 per unit)                                         -0-           (1,183,937)         (1,183,937)

Net income for the year ended
    December 31, 1999                                                 109               10,756              10,865
                                                              -----------        -------------      --------------

Balance at December 31, 1999                                       26,231            1,097,048           1,123,279

Distributions ($30 per unit)                                          -0-             (290,537)           (290,537)

Net income for the year ended
    December 31, 2000                                               1,980              196,020             198,000
                                                              -----------        -------------      --------------

Balance at December 31, 2000                                       28,211            1,002,531           1,030,742

Distributions ($260 per unit)                                         -0-           (2,509,000)         (2,509,000)

Net income for the year ended
    December 31, 2001                                              19,390            1,919,582           1,938,972
                                                              -----------        -------------      --------------

Balance at December 31, 2001                                  $    47,601        $     413,113      $      460,714
                                                              ===========        =============      ==============
</TABLE>



See notes to financial statements.

                                      F-4


<PAGE>


STATEMENTS OF CASH FLOWS

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode)

<TABLE>
<CAPTION>
                                                                                Year Ended December 31
                                                                        2001              2000             1999
                                                                 -------------- -----------------------------------
<S>                                                               <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                    $  1,938,972      $     198,000    $       10,865
    Adjustments to reconcile net income to net
       cash provided by operating activities:
         Gain on sale of land                                       (1,918,254)          (105,587)          (37,835)
         Proceeds from sale of land, net of earnest money
           of $40,000 in 2001                                        2,305,720            267,978           751,016
         Cash paid for land improvements                                   -0-                -0-           (73,671)
         Decrease in property tax reimbursement due
           from purchaser of land                                          -0-                -0-            26,631
         Decrease (increase) in interest and other receivables          62,922            (62,922)              -0-
         Decrease (increase) in receivable from sale of
             utility easement                                              -0-             17,658           (17,658)
         Decrease in cash held in escrow                                   -0-                -0-            88,406
         Increase (decrease) in accounts payable
           and accrued expenses                                         38,049             (9,995)          (31,317)
         Increase in earnest money on deposit                              -0-             40,000               -0-
                                                                  ------------      -------------    --------------
                                           NET CASH PROVIDED BY
                                            OPERATING ACTIVITIES     2,427,409            345,132           716,437

CASH FLOWS FROM FINANCING ACTIVITIES
    Distributions to limited partners                               (2,509,000)          (290,537)       (1,183,937)
                                                                  ------------      -------------    --------------
                                          (DECREASE) INCREASE IN
                                       CASH AND CASH EQUIVALENTS       (81,591)            54,595          (467,500)

Cash and cash equivalents at beginning of year                         219,224            164,629           632,129
                                                                  ------------      -------------    --------------

                                      CASH AND CASH EQUIVALENTS
                                                  AT END OF YEAR  $    137,633      $     219,224    $      164,629
                                                                  ============      =============    ==============
</TABLE>



See notes to financial statements.

                                      F-5


<PAGE>


NOTES TO FINANCIAL STATEMENTS

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode)

December 31, 2001


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. At
December 31, 2001 and 2000, there were no adjustments necessary to present the
financial statements on a 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, 2001, the remaining land consisted of approximately 46
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 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, 2001 and 2000, the remaining portion of
the 1991 write-down that had not been recognized for income tax purposes totaled
$1,174,276 and $2,521,015, respectively.


                                      F-6


<PAGE>

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, 2001, cash
on deposit included approximately $198,000 in excess of federally insured
limits.


NOTE B--RELATED PARTY TRANSACTIONS

During each of the years ended December 31, 2000 and 1999, the Partnership paid
management fees to the general partner of $19,000, as provided for in the
amendment to the partnership agreement that was adopted during November 1997. No
management fees were paid during 2001 since the Partnership is operating in
liquidation mode.

During the years ended December 31, 2001, 2000 and 1999, sales commissions
totaling $261,405, $7,453 and $34,972, respectively, were paid to the general
partner 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, 2001, 2000 and 1999, reimbursements to the
general partner's members and related companies totaled $934, $1,634 and $3,708,
respectively.

                                      F-7


<PAGE>

NOTES TO FINANCIAL STATEMENTS--Continued

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership 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:

(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 ($171,019 at
         December 31, 2001) plus (ii) a return of their capital contributions
         ($9,650,000 at December 31, 2001); 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 years ended December 31, 2001, 2000 and 1999, the Partnership paid
distributions against the limited partners' cumulative annual return in
accordance with the partnership agreement of $2,509,000, $290,537, and
$1,183,937, respectively, or per unit amounts of $260, $30, and $123,
respectively.

Cumulative distributions applied against the limited partners' cumulative annual
return through December 31, 2001 totaled $12,857,281, or $1,332 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.



                                      F-8


<PAGE>


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, 2001, land consisted of the following:

<TABLE>
<CAPTION>
 Description                                     Initial Cost            Carrying Amount             Date Acquired
<S>                                               <C>                      <C>                             <C>
46 acres of unimproved land
    in Rutherford County, Tennessee               $ 1,546,993              $   372,717                June 1988
</TABLE>

There were no liens on the land as of December 31, 2001. At December 31, 2001,
the aggregate carrying value of the land for income tax purposes was $1,546,993.
The difference between the carrying value for financial statement purposes and
income tax purposes resulted from a write-down of the Tennessee 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, 1999, 2000 and 2001 consisted
of the following:

<TABLE>
         <S>                                         <C>                              <C>
         Balance at January 1, 1999                                                   $   1,602,084
         Additions                                                                           73,671
         Deductions--cost of land sold                                                     (713,181)
                                                                                      -------------

                                                      Balance at December 31, 1999          962,574
         Additions                                                                              -0-
         Deductions--cost of land sold                                                     (162,391)
                                                                                      -------------

                                                      Balance at December 31, 2000          800,183
         Additions                                                                              -0-
         Deductions--cost of land sold                                                     (427,466)
                                                                                      -------------

                                                      Balance at December 31, 2001    $     372,717
                                                                                      =============
</TABLE>

                                      F-9


<PAGE>


NOTES TO FINANCIAL STATEMENTS--Continued

SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership Operating in Liquidation Mode)


NOTE E--EARNEST MONEY ON DEPOSIT

At December 31, 2000, earnest money on deposit consisted of $40,000 that had
been received related to the sale of the Tennessee land that closed in January
2001. The $40,000 was applied against the sales price upon closing.


NOTE F--EXTENSION FEES AND INTEREST INCOME ON PENDING SALE OF LAND

During the year ended December 31, 2000, the Partnership received non-refundable
extension fees of $50,000 and recognized interest income of $75,928 related to
the sale of the Tennessee land that closed during January 2001. At December 31,
2000, interest and other receivables included interest of $62,622 related to
this sale. Upon closing, the Partnership received interest totaling $72,777,
consisting of $62,622 due as of December 31, 2000 and additional interest of
$10,155 for the period from January 1, 2001 through the closing date.

During April 2001, the Partnership received non-refundable extension fees of
$60,300 and interest of $2,091 related to a sales contract that was subsequently
cancelled by the prospective purchaser. The Partnership recognized these fees
and interest as income during the year ended December 31, 2001 since they were
non-refundable.


                                      F-10