U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
  (X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
                                       OR
  ( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 - For the Transition period from ______ to ______

                         Commission File Number: 0-21604

             Common Goal Health Care Pension and Income Fund L.P. II
        (Exact name of small business issuer as specified in its charter)

           Delaware                                             36-3644837
(State or other Jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                        c/o Underwood Accounting Service
                                 50 Sandra Drive
                             Ormond Beach, FL 32176
                    (Address of principal executive offices)

                   (386) 441-1871 (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Units of Limited
Partnership Interest

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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for the fiscal year ended December 31, 2002 were $186,809.

The aggregate original sales price of the units of Limited Partnership Interest
held by non-affiliates of the Registrant as of March 31, 2003 was $5,221,160
(490 investors). As of March 31, 2003, there was no market for these Units and
no market is expected to develop. The aggregate sales price is accordingly not
necessarily indicative of the price at which these Units would trade.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Prospectus of the Registrant dated January 12, 1990, and filed
pursuant to Rule 424(b) and Rule 424(c) under the Securities Act of 1933, as
amended, are incorporated by reference into Part III of this Annual Report on
Form 10-KSB.

<PAGE>
                                     PART I


Item 1.  Description of Business.


      General.
      -------

         Common Goal Health Care Pension and Income Fund L.P. II (the
"Partnership") was organized on May 9, 1989 as a limited partnership under the
Delaware Revised Uniform Limited Partnership Act. The Partnership's general
partners are Common Goal Capital Group, Inc. II ("Common Goal II" or the
"Managing General Partner") and Common Goal Limited Partnership II (the
"Associate General Partner") (collectively, the "General Partners"). With
limited exceptions, Common Goal II has exclusive control over the business of
the Partnership, including the right to manage the Partnership's assets. The
Partnership commenced operations on July 2, 1990 after having accepted
subscriptions for more than the requisite number of 117,650 units of limited
partnership interest (the "Units") in a public offering registered with the
Securities and Exchange Commission (the "Public Offering"). The Partnership
raised a total of $5,221,160 in its Public Offering.

         The Partnership's primary business was to invest in or make mortgage
loans which were secured by junior mortgages or deeds of trust on fee or
leasehold interests in health care-related real estate, including properties
owned or acquired by affiliated borrowers, or other collateral, including
interests in borrowers satisfactory to the Managing General Partner (the
"Mortgage Loans"). All real estate underlying existing Mortgage Loans is used in
the health care industry, particularly real estate used as nursing home and
intermediate care facilities. As of December 31 2002, the Partnership had a
total of 10 Mortgage Loans outstanding, all of which are to affiliated
borrowers. (See "St. Catherine's Loans" below). The facilities underlying the
Partnership's Mortgage loans were leased to an unaffiliated third party in
November 1998 (the "Lessee"). The Lessee continues to lease the facilities. The
Lessee did not assume the St. Catherine's Loans.

         The Partnership's objectives in making its Mortgage Loans were: (i) to
preserve and protect the Partnership's capital; (ii) to provide quarterly
distributions from investment income; and (iii) to provide for potential
long-term appreciation of its Mortgage Loan investments, principally through
participations payable at maturity of the Mortgage Loan or upon the sale or
refinancing of the underlying property ("Participations"). It is not an
objective of the Partnership to provide tax-sheltered income.

     The Partnership treats its Mortgage Loans as mortgage loans for federal
income tax purposes. See "Item 7. Financial Statements." The Partnership is not
subject to federal income taxes as the liability for such taxes is that of the
partners rather than the Partnership. For further information concerning the
Partnership's present investments in Mortgage Loans, see "St. Catherine's Loans"
below.

         The President and Chief Executive Officer of the Managing General
Partner also serves as the President of the St. Catherine's Borrowers. The
Managing General Partner will attempt to resolve any conflicts of interest
between the Partnership, the St. Catherine's Borrowers and others by exercising
the good faith required of fiduciaries. The Managing General Partner believes
that generally it will be able to resolve conflicts, if any, on an equitable
basis.

         The Partnership conducts its operations so that it will not become
subject to regulation under the Investment Company Act of 1940. Generally, the
term "investment company" might include the Partnership if, after a one-year
period, the Partnership, among other things, were to be engaged primarily, or

                                       1
<PAGE>
were to hold itself out as being engaged primarily, or were to propose to engage
primarily, in the business of investing, reinvesting or trading in securities,
or if it were to have more than 40% of its total assets, excluding cash and
government securities, invested in "investment securities" as that term is
defined in the Investment Company Act of 1940. Based on this test, the
Partnership is not an investment company.

         Funds held pending distribution, may be invested by the Partnership, at
the direction of the Managing General Partner, in United States government
securities, certificates of deposit of United States banks with a net worth of
at least $20,000,000, repurchase agreements covering the securities of the
United States government or governmental agencies, bankers' acceptances,
commercial paper rated A-1, Prime-1 or better by Standard and Poor's Corporation
or Moody's Investors Service, Inc., respectively, money market funds having
assets in excess of $100,000,000, interest-bearing time deposits in banks and
thrift institutions or any combination of these investments.

         St. Catherine's Loans.
      ---------------------

         The Partnership originally made and funded three loans (the "St.
Catherine's Loans") to affiliated entities (the "St. Catherine's Borrowers"),
which St. Catherine's Loans are secured by second mortgages on facilities owned
by the St. Catherine's Borrowers (the "Facilities"). Concurrently with the
refinancing of the senior debt held by South Trust Bank of Alabama, N.A. ("South
Trust") and secured by the Facilities in April 1995, the outstanding principal
and Additional Interest due on the original junior Mortgage Loans to the St.
Catherine's Borrowers were repaid. However, the refinancing of the senior debt
did not provide sufficient proceeds to allow payment in cash of Participations
totaling $840,500 owing under the St. Catherine's Loans (the "Participations").
The St. Catherine's Borrowers paid the SC Participations through (i) the
issuance of notes in the total amount of $400,000 bearing an interest rate of
11.00% per annum (subsequently decreased in April 2001 to 9.75% per annum) (a)
maturing on the earlier of the sale or refinancing of the Facilities or the
maturity of the refinanced South Trust senior debt (extended from August 31,
2000 to April 20, 2004); and (b) cross-collateralized by new second mortgage
liens on the Facilities; and (ii) the issuance of a contingent payment
obligation by St. Catherine's of Seneca, Inc. in the amount of $202,500 and a
contingent payment obligation by St. Catherine's Care Centers of Fostoria, Inc.
in the amount of $238,000 (collectively, the "CPOs").

         The CPO interest is payable on a current basis provided that the debt
service coverage ratios on each of the Facilities is 1.2 to 1.0 and accrues, if
not. The CPOs further provide that principal is payable only to the extent that
upon a resale or refinancing of the SC Facilities, there are sufficient proceeds
to repay all senior debt and the amounts owing under the CPOs. The CPOs were
assumed by an affiliated entity, Will Care of Ohio, Inc., and are secured, to
the extent they become payable and are not paid, by a pledge of 30 shares of St.
Catherine's of Seneca, Inc. common stock.

         In accordance with FASB Statement of Standards No. 66, "Accounting for
Sales of Real Estate", the $840,500 SC Participation cannot be recognized as
income at this time. The Partnership has recorded $400,000 of the SC
Participation amount, related to the mortgage loan receivable, as Deferred
Revenue, and the interest thereon will be recognized as it is earned. Because of
the contingent nature of the $440,500 CPOs, such amount has not been recorded as
an asset of the Partnership. SC Participation income and interest earned on the
CPOs will be recognized only when received.

         In 1997, the Managing General Partner approved and funded new loans of
$425,000 to the St. Catherine's Borrowers to be secured by third mortgages on
the Facilities, said mortgages being subordinated to senior indebtedness in the

                                       2
<PAGE>
amount of $10,650,000 held by South Trust Bank of Alabama, N.A. and second
mortgage loan indebtedness held by the Partnership in the amount of $400,000.
The new Mortgage Loans bore interest at the rate of 13% per annum until their
terms were extended as described in the following paragraph. As of December 31,
2002 and 2001 the Third Mortgage Loan balances were $847,745 in the aggregate.

On April 20, 2001, the Partnership and the Borrowers agreed to: (i) extend the
terms of the third Mortgage Loans, which were to have matured on April 20, 2001
to April 20, 2004, so that the second and third Mortgage Loans would be
coterminous with the refinanced underlying senior mortgage held by South Trust;
(ii) adjust the applicable annual interest rate payable under the third Mortgage
Loans from and after April 20, 2001, to 10.75% and (iii) require the St.
Catherine's Borrowers to pay extension fees to the Partnership totaling $10,500.
The $10,500 extension fee was paid to the Partnership on August 31, 2001.

         The following charts provide certain summary information with respect
to the Partnership's Mortgage Loans.


Common Goal II Second Mortgage Loans

<TABLE>
<CAPTION>
                         St.                  St.                  St.                  St.                    St.
 Facility            Catherine's          Catherine's          Catherine's          Catherine's         Catherine's of
                     of Tiffin            Of Bloomville        of Fostoria          of Findlay          Washington Court
                                                                                                        House
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
<S>                  <C>                   <C>                  <C>                  <C>                <C>
Date of Loan             1995                  1995                 1995                 1995               1995
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Type of Loan         Second Mortgage      Second Mortgage      Second Mortgage      Second Mortgage     Second Mortgage on
                     on one facility      On one facility      on one facility      on two facilities   one facility
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Current Principal    $51,500              $36,000              $102,000             $139,957            $68,000
Amount Outstanding
as of Dec. 31, 2002
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Interest Rate        9.75% (1)            9.75% (1)            9.75% (1)            9.75% (1)           9.75%
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Maturity             Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004       Apr. 20, 2004
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Property             44-bed nursing       30-bed nursing       102-bed nursing      40-bed and 60-bed   50-bed nursing home
Type/Location of     home in Tiffin, OH   home in              home in Fostoria,    nursing home in     in Washington Court
Property Securing                         Bloomville, OH       OH                   Findlay, OH         House, OH
Loan
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Relationship to      Affiliate            Affiliate            Affiliate            Affiliate           Affiliate
Partnership
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
</TABLE>

(1)      Interest on the St. Catherine's Mortgage Loans is at a rate of 9.75%
         per annum, calculated on a 365-day year for the actual number of days
         lapsed, and paid quarterly.

                                       4
<PAGE>
Common Goal II Third Mortgage Loans

<TABLE>
<CAPTION>
                         St.                   St.                 St.                   St.            St.
  Facility           Catherine's          Catherine's          Catherine's          Catherine's         Catherine's of
                     of Tiffin            of Bloomville        Of Fostoria          of Findlay          Washington Court
                                                                                                        House
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
<S>                  <C>                  <C>                  <C>                  <C>                 <C>
Date of Loan         1997                 1997                 1997                 1997                1997
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Type of Loan         Third Mortgage       Third Mortgage       Third Mortgage       Third Mortgage      Third Mortgage
                     on one facility      on one facility      On one facility      on two facilities   on one facility
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Current Principal    $51,281              $173,425             $113,550             $124,124            $385,365
Amount Outstanding
as of Dec. 31, 2002
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Interest Rate        10.75% (1)           10.75% (1)           10.75% (1)           10.75% (1)          10.75% (1)
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Maturity             Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004        Apr. 20, 2004       Apr. 20, 2004
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Property             44-bed nursing       30-bed nursing       102-bed nursing      40-bed and 60-bed   50-bed nursing home
Type/Location of     home in Tiffin, OH   home in              home in Fostoria,    nursing home in     in Washington Court
Property Securing                         Bloomville, OH       OH                   Findlay, OH         House, OH
Loan
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
Relationship to      Affiliate            Affiliate            Affiliate            Affiliate           Affiliate
Partnership
-------------------- -------------------- -------------------- -------------------- ------------------- ---------------------
</TABLE>

(1)      Interest on the St. Catherine's Mortgage Loans is at a rate of 10.75%
         per annum, calculated on a 365-day year for the actual number of days
         lapsed, and paid quarterly.

                                       5
<PAGE>
         In August 2002, the board of directors of the Managing General Partner,
acting in its capacity as General Partner of the Partnership, approved the
subdivision and release of 8.926 acres of land held as part of the collateral
for the Partnership's second and third Mortgage Loans made to St. Catherine's
Care Center of Findlay, Inc., ("Findlay) which Loans are secured by Findlay
Facility, including the underlying land. The first mortgage lender, South Trust,
also approved the release of the subdivided parcel. The Findley Facility St.
Catherine's Borrower and its affiliates intend to build 48 independent housing
units for the elderly, financed under the IRC Section 42 Tax Credit Program, on
the land. The Managing General Partner believes this subdivision and development
could enhance the value and stability of the nursing care facility, which is the
principal collateral for the two Mortgage Loans secured by the Findley Facility,
and accordingly has consented to the release. The Partnership received $4,797
plus legal fees for release of the parcel. The payment was applied to loan
principal based on the relative amounts of the two Mortgage Loans. The payment
amount was determined based on the formulation used by the First Lender to
calculate the value of the subdivided property for purposes of its release.

         Partnership Management Fees and Operating Expenses
         --------------------------------------------------

         Under the terms of the Partnership Agreement, the Partnership pays a
quarterly management fee to the Managing General Partner equal to 1% per annum
of adjusted contributions, as defined. Additionally, a mortgage and investing
servicing fee equal to .25% per annum of the Partnership's outstanding mortgage
loan receivable and investment amounts are to be paid to Common Goal Mortgage
Company (CGMC), an affiliate of the General Partners.

Additionally, under the terms of the Partnership Agreement, the Partnership is
required to reimburse the Managing General Partner for certain operating
expenses. In 2002 and 2001, the Managing General Partner charged the Partnership
for $98,318 and $58,823 of these expenses, respectively. The Managing General
Partner believes that such charges have not adversely affected the current yield
to Limited Partners.

Mortgage loans that have virtually the same risk and potential rewards as joint
ventures are accounted for and classified as investments in operating
properties. The Partnership Agreement authorized the payment of a 3% mortgage
placement fee to CGMC in connection with the original placement of these
mortgage loans. Cash received related to investments in operating properties is
recognized as interest income to the extent that such properties have earnings
prior to the recognition of the distributions of cash to the Partnership;
otherwise, such cash is recorded as a reduction of the related investments.

         Partnership Allocation of Income and Loss and Distribution.
         -----------------------------------------------------------

         Net Income and Net Loss. Net income (except with respect to a
"Disposition," which includes any Partnership transaction not in the ordinary
course of its business, including, without limitation, collections of principal
payments, equity participation payments, prepayments, prepayment penalties,
sales, exchanges, foreclosures or other dispositions of Mortgage Loans held by
the Partnership, recoveries of damage awards and insurance proceeds (other than
the receipt of subscriptions for Units, all forms of interest payments when due
on Mortgage Loans or business or rental interruption insurance proceeds)) and
net loss of the Partnership is allocated 97.5% to Limited Partners and 2.5% to
the General Partners. Net income arising from a Disposition is allocated 97.5%
to Limited Partners and 2.5% to the General Partners to the extent of any
negative balances in the capital accounts of the Limited Partners, and then 100%
to Limited Partners in an amount necessary to bring the Limited Partners'
capital accounts up to an amount equal to their Original Contributions, which
means the amount of $10.00 for each Unit less the return of any amount of
uninvested funds returned, as defined in the prospectus, plus the 11.5%
preferred cumulative return thereon (less previous distributions to the Limited
Partners in payment of such amounts). The remainder of such net income is
allocated 85% to the Limited Partners and 15% to the General Partners.

         Distributions of Cash From Operations. Distributions of Adjusted Cash
From Operations, defined as all receipts of interest payments on Mortgage Loans
less cash receipts used to pay operating expenses and to repurchase any Units
(Cash Flow) less any amount set aside for the restoration or creation of working
capital reserves, are distributed 97.5% to the Limited Partners and 2.5% to the
General Partners, and are apportioned quarterly among Limited Partners of record
as of the record date declared within 30 days after the end of each quarter and
will be paid quarterly. No distributions of Adjusted Cash From Operations with
respect to any calendar year are made to the General Partners until the
following occurs:

     First, distributions to the Limited Partners equal to the 9% annual
     cumulative return on their Adjusted Contributions, defined as Original
     Contributions attributable to a Unit, reduced by the total of cash
     distributed from Disposition Proceeds and from working capital reserves,
     for such year (plus any amounts accrued from prior years) have been made to
     the Limited Partners; and

     Second, payment of all previously subordinated management fees, if any,
     have been made.

         Thereafter, all previously subordinated amounts payable to the General
Partners with respect to their 2.5% interest are paid in full to the extent
funds are available, and if not available, are deferred and paid out of
Disposition Proceeds, defined as receipts from Dispositions net of related
expenses, amounts necessary for the payment of debts and obligations of the
Partnership and any amount set aside for working capital reserves.

                                       6
<PAGE>
         Distributions of Disposition Proceeds. The Managing General Partner has
the right to reinvest or distribute all Disposition Proceeds received through
the second anniversary of the final closing date and may reinvest disposition
proceeds as necessary thereafter to avoid classification as an investment
company under the Investment Company Act of 1940. Non-liquidating distributions
of Disposition Proceeds are distributed in the following order of priority,
except as otherwise required by law:

     First, 100% to the Limited Partners until the Limited Partners have
     received an amount which, when added to prior distributions of Disposition
     Proceeds and cash from reserves attributable thereto, equals the Original
     Contributions of the Limited Partners; Second, 100% to the Limited Partners
     until each Limited Partner has received an amount which, when added to all
     prior distributions to Limited Partners from all sources (including prior
     distributions in satisfaction of a 9% annual cumulative return but
     excluding distributions pursuant to above), equals the 11.5% per annum
     preferred cumulative return on their Adjusted Contributions (calculated
     from the first day of the calendar quarter succeeding the quarter in which
     Capital Contributions are received);

     Third, 100% to the General Partners until they have been paid 100% of the
     subordinated portion, if any, of (a) the management fee, if any, and then
     (b) their 2.5% interest in Adjusted Cash From Operations; and Fourth, the
     remainder, 85% to the Limited Partners and 15% to the General Partners.

         Dissolution and Returns of Principal
         ------------------------------------

     The loans to the St. Catherine's Care Centers will mature on April 20,
2004, at which time the Managing General Partner intends to liquidate the
Partnership's assets. The Managing General Partner does not intend to invest in
additional Mortgage Loans. When the Partnership commences liquidation, the
Partnership will try to sell in an orderly fashion any property the Partnership
has acquired by foreclosure or otherwise.

         Proceeds from liquidation will be applied and distributed in the
following order:

         First, to the payment of creditors of the Partnership but excluding
         secured creditors whose obligations will be assumed or otherwise
         transferred on the liquidation of Partnership assets; and

         Second, after allowance for the expenses of liquidation and the setting
         up of any reserves for contingencies which the Managing General Partner
         considers necessary, to the General Partners and Limited Partners in
         proportion to and to the extent of the positive balances in their
         capital accounts, after net income or loss arising from a Disposition
         has been allocated, with any excess being distributed in accordance
         with the order of priority for non-liquidating distributions.

         Notwithstanding anything to the contrary, the Managing General Partner
has the right to defer liquidation if, in the opinion of the Managing General
Partner, the sale of Partnership assets in liquidation would result in a
material under realization on the Partnership's assets.


Item 2.  Description of Property.

         The Partnership did not own any real property as of December 31, 2002
or 2001.

                                       7
<PAGE>
Item 3.  Legal Proceedings.

         The Partnership is not a party to any material legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were submitted to a vote of security holders during the last
quarter of 2002.


                                     PART II


Item 5.  Market for Units of Limited Partnership Interest and Related Security
         Holder Matters.

         The units of limited partnership interest (the "Units") are not readily
transferable.  There is no public market for the Units and it is not currently
expected that any will develop. There are restrictions upon the transferability
of Units, including the requirement that the General Partners consent to any
transferee becoming a substituted Unit holder (which consent may be granted or
withheld at the sole discretion of the General Partners). In addition,
restrictions on transfer may be imposed under state securities laws.

         The Revenue Act of 1987 contains provisions which may have an adverse
impact on investors in certain "publicly traded partnerships." If the
Partnership were to be classified as a "publicly traded partnership," income
attributable to the Units would be characterized as portfolio income and the
gross income attributable to Units acquired by tax-exempt entities after
December 17, 1987 would be unrelated business income, with the result that the
Units could be less marketable. The General Partners will, if necessary, take
appropriate steps to ensure that the Partnership will not be deemed a "publicly
traded partnership."

         At December 31, 2002, 522,116 Units were outstanding, and were held by
490 holders of record.

         The Partnership made distributions to Limited Partners of $178,823 or
$.34 per Unit during 2002 and $185,637 or $.36 per Unit during 2001.


         Since the Partnership's inception, the Limited Partners and holders
have received $5,988,950 in cumulative distributions.

Item 6.  Management's Discussion and Analysis of Financial Condition or Plan of
         Operation.

         General
         -------

         Common Goal Health Care Pension and Income Fund L.P. II, a Delaware
limited partnership (the "Partnership"), was formed to make mortgage loans
secured by a mix of first and junior liens on health care-related properties.
The Partnership commenced its offering of Units to the public on January 12,
1990, and commenced operations on July 2, 1990 (having sold the Minimum Number
of Units as of that date). After having raised $5,221,160 by selling Units to
483 investors, the Partnership terminated the public offering on January 11,
1992. As of December 31, 2002, The Partnership holds ten mortgage loans (the
"Mortgage Loans"), consisting of second and third positions, secured by
properties owned by affiliated entities (the "St. Catherine's Care Centers").

                                       8
<PAGE>
         The Partnership's Mortgage Loans pay Basic Interest which is payable at
higher rates than are being earned on temporary investments and provide for
payments of Additional Interest and Participations. The movement of funds from
Mortgage Loans to short-term investments has increased the Partnership's overall
liquidity, but has lowered expected interest income. The Partnership has
structured its Mortgage Loans to provide for payment of quarterly distributions
to Limited Partners from investment income.

         The Partnership maintains working capital reserves of approximately
$104,425 (2% of gross proceeds of the offering), an amount that is anticipated
to be sufficient to satisfy liquidity requirements. See "Item 1. Description of
Business" and the Notes to the Financial Statements for further information
regarding the Partnership's Mortgage Loans.

         Critical Accounting Policies
         ----------------------------

         We have identified the policies below as critical to our business
operations and the understanding of our results of operations. The impact and
any associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results.

         In the ordinary course of business, we have made a number of estimates
and assumptions relating to the reporting of results of operations and financial
condition in the preparation of our financial statements in conformity with
accounting principles generally accepted in the United States of America. Actual
results could differ significantly from those estimates under different
assumptions and conditions. We believe that the following discussion addresses
our most critical accounting policies, which are those that are most important
to the portrayal of our financial condition and results of operations and
require our most difficult, subjective, and complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain.

         Loan Loss Impairment and Allowance
         ----------------------------------

         We regularly evaluate in accordance with Staff Accounting Bulletin 102
(SAB 102) and Statement of Financial Accounting Standards No. 114, (SFAS No.
114) whether impairment of and/or the allowance for loan loss is necessary based
upon events and circumstances. We have considered the following factors to
determine if a potential impairment exists:

     o    Regular review of borrowers financial condition including its ability
          to generate income and cash flows and its liquidity position;
     o    Volatility of the market value of the collateral;
     o    Regency and reliability of the appraisal or other valuation;
     o    Inspection of the collateral;
     o    Historical losses on similar loans, if any;
     o    Confidence in the registrant's lien or security position including
          appropriate: Type of security perfection; Filing of security
          perfection; and Relationship to other liens; and
     o    Other factors as appropriate for the loan type on a loan by loan
          basis.

                                       9
<PAGE>
         In the event an impairment may exist after evaluating the previous
factors we look to the collateral protection on these loans.

         The fair value of the collateral is evaluated by assessing current
appraisal(s) and valuation assumptions, adjusting such appraisals as necessary
for current circumstances or recent events, estimates of cost to sell, review of
recent sales of comparables or current offers on the existing properties
securing the loans, and consultation with legal counsel and other outside
specialists.

         Recent Accounting Pronouncements
         --------------------------------

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 requires that those long-lived assets
be measured at the lower of carrying amount or fair value, less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. SFAS
144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001 and, generally, are to be applied prospectively. The
Company believes that the adoption of this statement will have no material
impact on its consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged. The Company does not
expect the adoption of this statement to have a material effect on the Company's
financial statements.

In November 2002, the FASB published interpretation No, 45 "Guarantor's
Accounting and Disclosure requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others". The Interpretation expands on the
accounting guidance of Statements No. 5, 57, and 107 and incorporates without
change the provisions of FASB Interpretation No. 34, which is being superseded.
The Interpretation elaborates on the existing disclosure requirements for most
guarantees, including loan guarantees such as standby letters of credit. It also
clarifies that at the time a company issues a guarantee, the company must
recognize an initial liability for the fair value, or market value, of the
obligations it assumes under that guarantee and must disclose that information
in its interim and annual financial statements. The initial recognition and
initial measurement provisions apply on a prospective basis to guarantees issued
or modified after December 31, 2002, regardless of the guarantor's fiscal
year-end. The disclosure requirements in the Interpretation are effective for
financial statements of interim or annual periods ending after December 15,
2002. The Company is currently evaluating what effect the adoption of this
statement will have the Company's financial statements. The Company does not
expect the adoption of this statement to have a material effect on the Company's
financial statements.

                                       10
<PAGE>
         Liquidity and Capital Resources.
         -------------------------------

         On April 13, 1995, the St. Catherine's, Court House, and Findlay
facilities refinanced their senior debt and the Partnership's Mortgage Loans.
The outstanding principal and Additional Interest were subsequently paid off.
The refinancing of the senior debt did not provide sufficient proceeds to allow
repayment of the Participations owing under the St. Catherine's, Washington
Court House and Findlay Loans (the "SC Participations") in the total amount of
$840,500. The SC Borrowers repaid the SC Participations through: (i) the
issuance of notes in the total amount of $400,000 bearing an interest rate of
originally fixed at 11.00% per annum and subsequently restated at 9.75% per
annum (a) maturing on the earlier of the sale of refinancing of the Tiffin,
Bloomville, Fostoria, Washington Court House and Findlay Facilities (the "SC
Facilities") or the maturity of the senior debt with South Trust which was
extended from August 31, 2000 to April 20, 2004 and (b) cross-collateralized by
second mortgage liens on the SC Facilities; and (ii) the issuance of a
contingent payment obligation by St. Catherine's of Seneca, Inc. in the amount
of $202,500 and a contingent payment obligation by St. Catherine's Care Centers
of Fostoria, Inc. in the amount of $238,000 (collectively, the "CPOs").

         In accordance with FASB Statement of Standards No. 66, "Accounting for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable, as Deferred Revenue, and the interest
thereon will be recognized as it is earned. Because the contingent nature of the
$440,500 in participation income due to the partnership related to the CPO'S,
such amount has not been recorded as an asset of the Partnership and the
participation income and interest earned on the CPOs will be recognized only
when received.

         In 1997, the Managing General Partner approved and funded Third
Mortgage Loans of $425,000 to St. Catherine's Care Center of Tiffin, Inc., St.
Catherine's Care Center of Bloomville, Inc., St. Catherine's Care Center of
Washington Court House, Inc., St. Catherine's Care Center of Fostoria, Inc. and
St. Catherine's Care Center of Findlay, Inc., (collectively, "St. Catherine's
Care Centers"), affiliates of the Managing General Partner, to be secured by
third mortgages on the real properties owned by each of the foregoing. These
mortgages are subordinated to senior indebtedness in the amount of $10,650,000
held by South Trust and second mortgage loans relating to the CPOs held by the
Partnership in the amount of $400,000. The loans bore interest at the rate of
13% per annum.

         On April 20, 2001, the Partnership and the Borrowers agreed to: (i)
extend the terms of the second and third Mortgage Loans, which matured on April
20, 2001 to April 20, 2004, so that the second and third Mortgage Loans would be
coterminous with the refinanced underlying first mortgage; (ii) adjust the
applicable annual interest rate payable under the second Mortgage Loans from and
after April 20, 2001 to 9.75%; and (iii) adjust the applicable annual interest
rate payable under the third Mortgage Loans from and after April 20, 2001, to
10.75% and (iv) require the St. Catherine's Care Centers to pay extension fees
to the Partnership totaling $10,500. The $10,500 extension fee was paid on
August 31, 2001. As of December 31, 2002 and 2001 the Third Mortgage Loan
balances were $847,745 and $850,000, respectively, in the aggregate.

         As of December 31, 2002, the Partnership had accrued $25,811 for
interest during the fourth quarter for the second and third Mortgage Loans. The
amount is due to be paid in the first quarter of 2003. The Borrowers are current
in their payments on the second and third Mortgage Loans. Additionally, as of
December 31, 2001, the Borrowers owed the Partnership $23,661 pursuant to the
terms of a promissory note in the original amount of $69,294 delivered by the
Borrowers for all late interest and fees on the third Mortgages through April
20, 2001. The promissory note bore interest at an annual rate of 7% and was
payable in monthly installments over twelve months ending April 20, 2002 when
the note was paid in full.

                                       11
<PAGE>
         The source of future liquidity and cash distributions to the Partners
is dependent upon the ability of the St. Catherines' Borrowers to make payments
required under the Mortgage Loans, which in turn is dependent upon performance
of the Facilities. As discussed below, the Partnership incurred higher operating
costs during 2002, as compared to 2001. Due to this and other factors,
distributions to the Limited Partners for 2001 were approximately 10.0% on an
annualized basis, but were reduced to approximately 5.0% for 2002. Annualized
distributions are a percentage of Limited Partner net equity. With respect to
2003, the Managing General Partner expects distributions to remain at the 2002
level. However, distribution estimates are based on numerous factors and
therefore, actual distributions may vary favorably or adversely from the above
estimate

         The facilities underlying the Partnership's Mortgage Loans were leased
to CHESS Northwest, an unaffiliated third party in November 1998 (the "Lessee").
The Lessee continues to lease the facilities. The Lessee did not assume the St.
Catherine's Loans. The Managing General Partner has been advised by the Lessee
that because of current market conditions, the St. Catherine's Facilities have
been operating with negative cash flows and that necessary profitability levels
are not expected to occur in the near future. As a result, the Managing General
Partner has begun requiring the Borrowers to provide the consolidated financial
statements of the Lessee as well. Based on the Managing General Partner's
review, the Lessee, appears to have the financial ability to continue fulfilling
the requirements of the leases; however, the Managing General Partner will
continue to monitor the tenant's financial condition as well as the financial
condition of the facilities. The Lessee has made all lease payments to the
Borrowers, who in turn are current on the Mortgage Loans held by the
Partnership.

         The Borrowers have been evaluating the possibility of selling some or
all of the Facilities, with the intent of retiring the mortgage indebtedness
secured by the Facilities. As of December 31, 2002, the aggregate amount of such
indebtedness included $845,202 owed to the Partnership and secured by second and
third mortgages, but excluding the $400,000 represented by the CPOs. As of the
date of this Annual Report, the Borrowers have indicated that there are letters
of intent with respect to two of the St. Catherine's Facilities (the Findlay
Facility and the Facility owned by St. Catherine's Care Centers of Fostoria,
Inc.) the terms of which would include repayment of the Partnership's second and
third Mortgage Loans for those Facilities. As the letters of intent are not
binding, there can be no assurance that these facilities will be sold, if at
all.

Results of Operations

         During the year ended December 31, 2002 and 2001, the Partnership had
net income of $95,560 and $129,788, based on total revenue of $186,809 and
$233,918 and total expenses of $91,249 and $104,130, respectively. Revenues
decreased as a result of lower interest rates on the refinanced mortgage loans
effective April 20,2001. For the year ended December 31, 2002 and 2001, the net
earnings per limited partner unit were $.18 and $.25, respectively.

         The decrease in net income of $34,228 for the year ended December 30,
2002, compared to the year ended December 2001, is primarily due to an increase
in professional fees related to extending the second and third Mortgage Loans.

         The Partnership's success and the resultant rate of return to Limited
Partners will be dependent upon, among other things, the ability of the
borrowers to pay the current interest, additional interest and principal of the
Mortgage Loans. The Partnership will not make additional mortgage loans and
accordingly expects to liquidate once the mortgage loans mature in 2004.

                                       12
<PAGE>
Cautionary Statement Concerning Forward-Looking Statements

         This report includes forward-looking statements. These forward-looking
statements are based on the Managing General Partner's current expectations and
projections about future events. These forward-looking statements are identified
in this report by using words or phrases such as "anticipate," believe,"
estimate," expect," "intend," "may be," "objective," "plan," "predict,"
"project," "will be" and similar words or phrases, or the negative thereof.

         These forward-looking statements are subject to numerous assumptions,
risks and uncertainties. Because the Partnership is dependent on the Borrowers
for payments on its Mortgage Loans and the Borrowers are in turn dependent upon
the lessee for lease payments sufficient to cover debt payments, factors which
may cause the Partnership's actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied herein include, among others:

     o    Changes in the health case industry because of political and economic
          influence;
     o    Changes in Medicare, Medicaid and certain private payers'
          reimbursement levels;
     o    Existing government regulations and changes in, or the failures of the
          Lessee to comply with, governmental regulations or the interpretations
          thereof;
     o    Changes in, or the failure of the Lessee to comply with, regulations
          governing the transmission and privacy of health information;
     o    State regulation of the construction or expansion of health care
          providers;
     o    Legislative proposals for health care reform;
     o    Competition;
     o    The failure of the Lessee to comply with occupational health and
          safety regulations; and
     o    Litigation.

         Although the Managing General Partner believes expectations reflected
in the forward-looking statements are based upon reasonable assumptions, it can
give no assurance that the Partnership will attain these expectations or that
any deviations will not be material. Except as otherwise required by the federal
securities laws, the Partnership disclaims any obligations or undertaking to
publicly release any updates or revisions to any forward-looking statement
contained in this report to reflect any change in the Managing General Partner's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

                                       13
<PAGE>
Item 7.  Financial Statements.

                             COMMON GOAL HEALTH CARE
                        PENSION AND INCOME FUND L.P., II

                              Financial Statements

                        and Independent Auditors' Report
                                December 31, 2002


             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                                Table of Contents
                                -----------------
                                                                          Page
                                                                          ----

Independent Auditors' Report..............................................  15

Financial Statements

        Balance Sheet.......................................................16

        Statements of Income................................................17

        Statements of Partners' Capital.....................................18

        Statements of Cash Flows............................................19

Notes to Financial Statements...............................................20


                                       14
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To the Partners
Common Goal Health Care
Pension and Income Fund L.P. II
Ormond Beach, Florida


We have audited the accompanying balance sheet of Common Goal Health Care
Pension and Income Fund L.P. II (a limited partnership) as of December 31, 2002
and the related statements of income, partners' capital and cash flows for the
years ended December 31, 2002 and 2001. These financial statements are the
responsibility of the management of Common Goal Health Care Pension and Income
Fund L.P. II. 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 Common Goal Health Care Pension
and Income Fund L.P. II as of December 31, 2002, and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001 in
conformity with accounting principles generally accepted in the United States of
America.

As described in Note 2 to the financial statements, Common Goal Health Care
Pension and Income Fund L.P. II has a significant portion of its mortgage loan
receivables concentrated in properties in which it holds a third position on the
underlying properties.

                     /s/ Ehrhardt Keefe Steiner & Hottman PC
                     ---------------------------------------
                         Ehrhardt Keefe Steiner & Hottman PC

March 3, 2003
Denver, Colorado

                                       15
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                                  Balance Sheet
                                December 31, 2002


                                     Assets

Cash and cash equivalents                                      $  406,680
Accrued interest receivable and other - related party              25,811
Mortgage loans receivable - related party                       1,245,202
                                                               ----------

Total assets                                                   $1,677,693
                                                               ==========

                       Liabilities and Partners' Capital

Due to affiliates                                              $   57,224
Accrued distributions                                              40,668
Deferred revenue                                                  400,000
                                                               ----------
         Total liabilities                                        497,892

Partners' capital
     General partners                                              59,386
     Limited partners (522,116 units issued and outstanding)    1,120,415
                                                               ----------
     Total partners' capital                                    1,179,801
                                                               ----------

Total liabilities and partners' capital                        $1,677,693
                                                               ==========

                       See notes to financial statements.

                                       16
<PAGE>

             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                              Statements of Income

                                                            For the Years Ended
                                                                December 31,
                                                            -------------------
                                                              2002        2001
                                                              ----        ----

Revenue
    Interest income and fees                                $186,809   $233,918
                                                           --------    --------
                                                            $186,809    233,918
Expenses
    Professional fees                                        61,393      74,402
    Fees to affiliates
       Management                                             3,347       4,812
       Mortgage servicing                                     1,000       1,000
    Other                                                    25,509      23,916
                                                           --------    --------
                                                             91,249     104,130
                                                           --------    --------

Net income                                                  $95,560    $129,788
                                                           ========    ========

Net income allocated to general partners - 2.5%            $  2,389    $  3,245
Net income allocated to limited partners - 97.5%             93,171     126,543
                                                           --------    --------

                                                           $ 95,560    $129,788
                                                           ========    ========

Basic earnings per limited partner unit                    $    .18    $    .25
                                                           ========    ========

Weighted average limited partner units outstanding          522,116     522,116
                                                           ========    ========

                         See notes to financial statements.

                                       17
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                         Statements of Partners' Capital
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                                  Total
                                                    General       Limited        Partners'
                                                   Partners       Partners       Capital
                                                   --------       --------       ---------

<S>                                               <C>           <C>            <C>
Balance at December 31, 2000                          53,752      1,265,161      1,318,913

Net income                                             3,245        126,543        129,788

Distributions to limited partners
($.36 per unit)                                         --         (185,637)      (185,637)
                                                  ----------    -----------    -----------

Balance at December 31, 2001                      $   56,997    $ 1,206,067    $ 1,263,064
                                                  ----------    -----------    -----------

Net Income                                             2,389         93,171         95,560

Distributions to partners ($.34 per unit)           (178,823)      (178,823)
                                                  ----------    -----------    -----------

Balance at December 31, 2002                      $   59,386    $ 1,120,415    $ 1,179,801
                                                  ==========    ===========    ===========
</TABLE>

                       See notes to financial statements.
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                            Statements of Cash Flows

                                                  For the Years Ended
                                                      December 31,
                                                 ----------------------
                                                    2002         2001
                                                    ----         ----
Cash flows from operating activities
   Net income                                    $  95,560    $ 129,788
                                                 ---------    ---------
   Adjustments to reconcile net income to
   net cash provided by operating activities -
     Accrued interest receivable                      (296)     (34,079)
     Due to/from affiliates                         (3,906)      81,054
                                                 ---------    ---------
                                                    (4,202)      46,795
                                                 ---------    ---------

Net cash provided by operating activities           91,358      176,763
                                                 ---------    ---------
Cash flows from investing activities
   Payments on note receivable                      23,661       45,633
   Payments on mortgage loans                        4,798         --
                                                 ---------    ---------

Net cash provided by investing
activities                                          28,459       45,633

                                                 ---------    ---------
Cash flows from financing activities
   Distributions to partners                      (185,379)    (181,553)
                                                 ---------    ---------
Net cash used in financing activities             (185,379)    (181,553)
                                                 ---------    ---------

Net increase in cash                               (65,562)      40,843

Cash - beginning of year                           472,242      431,399
                                                 ---------    ---------

Cash - end of year                               $ 406,680    $ 472,242
                                                 =========    =========

Supplemental disclosure of non-cash activity:

   The Partnership accrued distributions of $40,668 and $47,224 during the years
ended December 31, 2002 and 2001, respectively.

   The Partnership converted accrued interest receivable to a note receivable in
the amount of $69,294 in April 2001.

                                       19
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------

Common Goal Health Care Pension and Income Fund L.P. (the Partnership), a
Delaware Limited Partnership, was formed on May 9, 1989 to invest in and make
mortgage loans to third parties and affiliates involved in health care. Having
previously sold more than the specified minimum of 117,650 units ($1,176,500),
the Partnership commenced operations on July 2, 1990. The Partnership's offering
terminated on January 11, 1992, with the Partnership having sold 522,116 units
($5,221,160). There is no active public trading market for the units. At
December 31, 2002, there were 490 unit holders.

The General Partners are Common Goal Capital Group, Inc. II, the Managing
General Partner, and Common Goal Limited Partnership II, the Associate General
Partner. Under the terms of the Partnership Agreement, the General Partners are
not required to make any additional capital contributions except under certain
limited circumstances upon termination of the Partnership.

Under the terms of the Partnership Agreement, the Partnership reimbursed the
General Partners for certain offering and organizational expenses incurred in
connection with the issuance and distribution of the units in an amount fixed at
5% of gross offering proceeds. These offering and organizational expenses
excluded broker/dealer selling commissions and included accountable due
diligence expense reimbursements. Health Care Securities, Inc. (HCS), an
affiliate acting as managing dealer, received selling commissions of 8% of the
gross offering proceeds on all units sold directly by HCS. Additionally, HCS
received a non-accountable expense allowance of 2% of gross proceeds for
expenses incurred in connection with the sale of Units, and also received
reimbursement of up to .5% of gross proceeds for accountable due diligence
expenses. Offering and organization expenses were recorded as a reduction of
partners' capital.

Use of 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, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

For entities investing in and making mortgage loans to businesses in the health
care industry, certain inherent risks may increase the possibility of actual
results differing from management's estimates. These inherent risks include,
among other things, the following:

o    Substantial dependence on revenues derived from reimbursement by the
     federal Medicare and state Medicaid programs;

o    Government regulation, government budgetary constraints and proposed
     legislative and regulatory changes; and

                                       20
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Use of Estimates (continued)
----------------------------

o Lawsuits alleging malpractice and related claims.

Partnership Management Fees and Operating Expenses
--------------------------------------------------

Under the terms of the Partnership agreement, the Partnership is required to pay
a quarterly management fee to the Managing General Partner equal to 1% per annum
of adjusted contributions, as defined. Additionally, a mortgage and investing
servicing fee equal to .25% per annum of the Partnership's outstanding mortgage
loan receivable and investment amounts are to be paid to Common Goal Mortgage
Company (CGMC), an affiliate of the General Partners.

Additionally, under the terms of the Partnership Agreement, the Partnership is
required to reimburse the Managing General Partner for certain operating
expenses. In 2002 and 2001, the Managing General Partner charged the Partnership
for $86,902 and $98,318 of these expenses, respectively. The Managing General
Partner believes that such charges have not adversely affected the current yield
to Limited Partners.

Mortgage loans that have virtually the same risk and potential rewards as joint
ventures are accounted for and classified as investments in operating
properties. The Partnership Agreement authorized the payment of a 3% mortgage
placement fee to CGMC in connection with the original placement of these
mortgage loans. Cash received related to investments in operating properties is
recognized as interest income to the extent that such properties have earnings
prior to the recognition of the distributions of cash to the Partnership;
otherwise, such cash is recorded as a reduction of the related investments.

Partnership Allocation of Income and Losses and Distributions
-------------------------------------------------------------

Net Income

Net income (except with respect to a Disposition, as defined, which includes any
Partnership transaction not in the ordinary course of its business, including
without limitation, collections of principal payments, equity participation
payments, prepayments, prepayment penalties, sales, exchanges, foreclosures
other dispositions of Mortgage Loans held by the Partnership, recoveries of
damage awards and insurance proceeds (other than the receipt of subscriptions
for Units, all forms of interest payments when due on Mortgage Loans or business
or rental interruption insurance proceeds)) and net loss of the Partnership is
allocated 97.5% to Limited Partners and 2.5% to the General Partners.

                                       21
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Partnership Allocation of Income and Losses and Distributions (continued)
-------------------------------------------------------------------------

Net Income (continued)

Net income arising from a Disposition is allocated 97.5% to Limited Partners and
2.5% to the General Partners to the extent of any negative balances in the
capital accounts of the Limited Partners, and then 100% to Limited Partners in
an amount necessary to bring the Limited Partners' capital accounts up to an
amount equal to their Original Contributions, as defined, which means the amount
of $10.00 for each unit less the return of any amount of uninvested funds
returned as defined, plus the 11.5% preferred cumulative return thereon (less
previous distributions to the Limited Partners in repayment of such amounts).
Remaining net income is allocated 85% to the Limited Partners and 15% to the
General Partners.

Distributions of Cash from Operations
-------------------------------------

Distributions of adjusted cash from operations, defined as all receipts of
interest payments on Mortgage Loans less cash receipts used to pay operating
expenses and to repurchase any units (cash flow) less any amount set aside for
the restoration or creation of working capital reserves, are distributed 97.5%
to the Limited Partners and 2.5% to the General Partners, and are apportioned
quarterly among Limited Partners of record as of the record date declared within
30 days after the end of each quarter and will be paid quarterly. No
distributions of adjusted cash from operations with respect to any calendar year
are made to the General Partners until the following occurs:

         First, distributions to the Limited Partners equal to the 9% annual
         cumulative return on their adjusted contributions, as defined as
         original contributions attributable to a unit, reduced by the total of
         cash distributed from disposition proceeds and from working capital
         reserves, for such year (plus any amounts accrued from prior years)
         have been made to the Limited Partners; and

         Second, payment of all previously subordinated management fees, if any,
have been made.

Thereafter, all previously subordinated amounts payable to the General Partners
with respect to their 2.5% interest are paid in full to the extent funds are
available, and if not available, are deferred and paid out of Disposition
Proceeds, defined as receipts from dispositions net of related expenses, amounts
necessary for the payment of debts and obligations of the Partnership and any
amount set aside for working capital reserves.

                                       22
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Distributions of Disposition Proceeds
-------------------------------------

The Managing General Partner has the right to reinvest or distribute all
disposition proceeds received through the second anniversary of the final
closing date and may reinvest disposition proceeds as necessary thereafter to
avoid classification as an investment company under the Investment Company Act
of 1940. Non-liquidating distributions of disposition proceeds are distributed
in the following order of priority, except as otherwise required by law:

         First, 100% to the Limited Partners until the Limited Partners have
         received an amount which, when added to prior distributions of
         disposition proceeds and cash from reserves attributable thereto,
         equals the original contributions of the limited partners;

         Second, 100% to the limited partners until each limited partner has
         received an amount which, when added to all prior distributions to
         limited partners from all sources (including prior distributions in
         satisfaction of the 9% annual cumulative return but excluding
         distributions pursuant to above), equals the 11.5% per annum preferred
         cumulative return on their adjusted contributions, (calculated from the
         first day of the calendar quarter succeeding the quarter in which
         capital contributions were received);

         Third, 100% to the general partners until they have been paid 100% of
         the subordinated portion, if any, of (a) the partnership management
         fee, if any, and then (b) their 2.5% interest in adjusted cash from
         operations; and

         Fourth, the remainder, 85% to the limited partners and 15% to the
         general partners.

Dissolution and Returns of Principal
------------------------------------

The loans to the St. Catherine's Care Centers will mature on April 20, 2004, at
which time the Managing General Partner intends to liquidate the Partnership's
assets. The Managing General Partner does not intend to invest in additional
Mortgage Loans. The Partnership intends to reinvest loan proceeds received only
as and if necessary to avoid classification as an investment company under the
Investment Company Act of 1940.

Proceeds from the liquidation will be applied and distributed in the following
order:

         First, to the payment of creditors of the Partnership but excluding
         secured creditors whose obligations will be assumed or otherwise
         transferred on the liquidation of partnership assets; and

                                       23
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Dissolution and Returns of Principal (continued)
------------------------------------------------

         Second, after allowance for the expenses of liquidation and the setting
         up of any reserves for contingencies which the Managing General Partner
         considers necessary, to the General Partners and Limited Partners in
         proportion to and to the extent of the positive balance in their
         capital accounts, after net income or loss arising from a disposition
         has been allocated, with any excess being distributed in accordance
         with the order of priority for non-liquidating distributions.

Notwithstanding anything to the contrary, the Managing General Partner has the
right to defer liquidation if, in the opinion of the Managing General Partner,
the sale of partnership assets in liquidation would result in a material
underrealization on the Partnership's assets.

Allowance for Losses
--------------------

Loan Loss Impairment and Allowance
----------------------------------

         The Partnership regularly evaluates in accordance with Staff Accounting
Bulletin 102 (SAB 102) and Statement of Financial Accounting Standards No. 114,
(SFAS No. 114) whether impairment of and/or the allowance for loan loss is
necessary based upon events and circumstances. The following factors are
considered to determine if a potential impairment exists:

     o    Regular review of borrowers financial condition including its ability
          to generate income and cash flows and its liquidity position;
     o    Volatility of the market value of the collateral;
     o    Regency and reliability of the appraisal or other valuation;
     o    Inspection of the collateral;
     o    Historical losses on similar loans, if any;
     o    Confidence in the registrant's lien or security position including
          appropriate: Type of security perfection; Filing of security
          perfection; and Relationship to other liens; and
     o    Other factors as appropriate for the loan type on a loan by loan
          basis.

         In the event an impairment may exist after evaluating the previous
factors the Partnership looks to the collateral protection on these loans.

         The fair value of the collateral is evaluated by assessing current
appraisal(s) and valuation assumptions, adjusting such appraisals as necessary
for current circumstances or recent events, estimates of cost to sell, review of
recent sales of comparables or current offers on the existing properties
securing the loans, and consultation with legal counsel and other outside
specialists.

                                       24
<PAGE>
An allowance for loan losses is provided, if necessary, at a level, which the
Partnership's management considers adequate based upon an evaluation of known
and inherent risks in the loan portfolio. There was no allowance for loan losses
deemed necessary at December 31, 2002 and 2001.

Federal Income Taxes
--------------------

No income tax provision has been included in the financial statements since
income or loss of the Partnership is required to be reported by the partners on
their respective income tax returns. The were no material differences between
reported net income and taxable income as reported on the partnerships tax
returns.

Basic Earnings Per Limited Partner Unit
---------------------------------------

Basic earnings per limited partner unit is computed based on the weighted
average limited partner units outstanding for the year divided into the net
income applicable to the Limited Partners.

There were no dilutive limited partner units during 2001 or 2002.

Cash and Cash Equivalents
-------------------------

The Partnership classifies all short-term investments with maturities of three
months or less at the date of purchase as cash equivalents. At December 31,
2002, cash equivalents consisted of money market accounts.

                                       25
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Concentration of Credit Risk
----------------------------

The Company's financial instruments that are exposed to concentration of credit
risk consist primarily of cash and cash equivalents, accrued interest receivable
and mortgage loans receivable. The Company maintains cash balances in bank
deposit accounts, which at times, may exceed federally insured limits. At
December 31, 2002, the Company's cash balances were in excess of such limits by
approximately $307,000.

The accrued interest receivable and mortgage loan receivable balances at
December 31, 2002 are from the various mortgages described in Note 2.

Recently Issued Accounting Pronouncements
-----------------------------------------

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 requires that those long-lived assets
be measured at the lower of carrying amount or fair value, less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. SFAS
144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001 and, generally, are to be applied prospectively. The
Company believes that the adoption of this statement will have no material
impact on its consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged. The Company does not
expect the adoption of this statement to have a material effect on the Company's
financial statements.

In November 2002, the FASB published interpretation No, 45 "Guarantor's
Accounting and Disclosure requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others". The Interpretation expands on the
accounting guidance of Statements No. 5, 57, and 107 and incorporates without
change the provisions of FASB Interpretation No. 34, which is being superseded.
The Interpretation elaborates on the existing disclosure requirements for most
guarantees, including loan guarantees such as standby letters of credit. It also
clarifies that at the time a company issues a guarantee, the company must
recognize an initial liability for the fair value, or market value, of the
obligations it assumes under that guarantee and must disclose that information
in its interim and annual financial statements. The initial recognition and

                                       26
<PAGE>
initial measurement provisions apply on a prospective basis to guarantees issued
or modified after December 31, 2002, regardless of the guarantor's fiscal
year-end. The disclosure requirements in the Interpretation are effective for
financial statements of interim or annual periods ending after December 15,
2002. The Company is currently evaluating what effect the adoption of this
statement will have the Company's financial statements. The Company does not
expect the adoption of this statement to have a material effect on the Company's
financial statements.

                                       27
<PAGE>
Note 2 - Mortgage Loans Receivable - Related Party
--------------------------------------------------

On March 7, 1997, the Partnership entered into a loan agreement with the St.
Catherine entities, a related party (Washington Court House, Fostoria, Tiffin,
Bloomville and Findlay), whereby the Partnership would fund $425,000 for the
renovation of the St. Catherine facilities. The loan, which is secured by the
St. Catherine facilities, bears interest at a rate of 13% per annum with the
entire principal balance due originally on the maturity date of April 20, 2001.

On March 31, 1998, the Partnership, the Partnership and the St. Catherine
entities amended the March 7, 1997 loan in order to increase the principal
amount of the loan to $850,000. No other terms of the loan were altered pursuant
to amendment.

The mortgage loan balances at December 31, 2002 and 2001 to the affiliated St.
Catherine entities totaled $847,745 and $850,000 respectively, which represent
third mortgages on the underlying properties located in Ohio. The Partnership's
ability to recover interest and principal on these mortgages is dependent upon
the underlying properties' ability to generate sufficient operating income
and/or appreciation in fair values. The source of future liquidity and cash
distributions to the Partners is dependent upon the ability of the St.
Catherines' Borrowers to make payments required under the Mortgage Loans, which
in turn is dependent upon performance of the Facilities.

The respective activity during the years ended December 31, 2002 and 2001 was as
follows:

                                           Second        Third
                                          Positions    Positions       Totals
                                          ---------    ---------       ------

Balance at December 31, 2001 and 2000     $ 400,000    $ 850,000    $ 1,250,000

Payments received in 2002                    (2,543)      (2,255)        (4,798)
                                          ---------    ---------    -----------
Balance at December 31, 2002              $ 397,457    $ 847,745    $ 1,245,202
                                          =========    =========    ===========

                                       28
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 2 - Mortgage Loans Receivable (continued)
----------------------------------------------

Investments in Operating Properties
-----------------------------------

The Partnership made and funded three mortgage loans to affiliated entities (the
"St. Catherine's Loans"). The Partnership's affiliation with these entities is a
result of the President and Chief Executive Officer of the Managing General
Partner also serving as the President of the entities receiving the loans. The
Partnership's mortgage loans to the affiliated entities were related to the
operating facilities and were accounted for as investments in operating
properties. These mortgage loans were repaid on April 13, 1995 upon refinancing
by the owners of their senior debt with an unrelated lender. In connection with
the repayment of these mortgage loans, the Partnership recognized a gain on sale
of investment in operating properties of $1,632,719. The refinancing of the
senior debt did not provide sufficient proceeds to allow repayment of the
participations owing under the St. Catherine's Washington Court House and
Findlay Loans (the "SCC Participations") in the total amount of $840,500.

The St. Catherine's Washington Court Borrowers repaid the SCC Participations
through:

(i)  the issuance of notes in the total amount of $400,000
     (a)  bearing interest rate of 11.00% per annum, which is due quarterly
     (b)  maturing on the earlier of the sale or refinancing of the Tiffin,
          Bloomville, Fostoria, Court House and Findlay Facilities (the "SC
          Facilities") or the maturity of the senior debt with South Trust and
     (c)  cross-collateralized by second mortgage liens on the SC Facilities;
          and

(ii) the issuance of contingent payment obligation by St. Catherine's of
     Senecca, Inc. in the amount of $202,500 and a contingent payment obligation
     by St. Catherine's Care Centers of Fostoria, Inc. in the amount of $238,000
     (collectively, the "CPOs")
     (a)  bearing an interest rate of 11% per annum, which is due quarterly
     (b)  maturing on the earlier of the sale or refinancing of the SC
          Facilities or the maturity of the senior debt with South Trust.

     The CPOs provide that interest is payable on a current basis provided that
     the debt service coverage ratios on each of the SC Facilities is 1.2 to
     1.0. In the event these debt service coverage ratios are not maintained,
     the interest shall accrue until the debt service coverage ratio is at least
     1.2 to 1.0 or maturity. The CPOs further provide that principal is payable
     only to the extent that upon a resale or refinancing of the SC Facilities,
     there are sufficient proceeds to repay the senior debt and the amounts
     owing under the CPOs. The CPOs are being assumed by an affiliated entity,
     Will Care of Ohio, Inc., and will be secured, to the extent they become
     payable and are not paid, by a pledge of 30 shares of St. Catherine's of
     Seneca, Inc. common stock.

                                       29
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 2 - Mortgage Loans Receivable (continued)
----------------------------------------------

     In accordance with FASB Statement of Standards No. 66, "Accounting for
     Sales of Real Estate", the $840,500 participation was not recognized as
     income during 1995. The Partnership has recorded $400,000 of the
     participation amount, related to the mortgage loan receivable, as deferred
     revenue, and the interest thereon will be recognized as it is earned. Due
     to the contingent nature of the $440,500 due to the Partnership related to
     the CPOs, such amount has not been recorded as an asset of the Partnership
     and the participation income and interest earned on the CPOs will be
     recognized only when received. Interest received by the Partnership
     relating to the CPOs amounted to $48,455 for each of the years ended
     December 31, 2002 and 2001.

The repayment terms of the mortgage loans in affiliated operating properties
resulted in new second mortgage loans on the St. Catherine's Facilities totaling
$400,000 at December 31, 2002. These new second mortgage loans are appropriately
classified as mortgage loan receivables as they do not contain virtually the
same risk and potential rewards as joint ventures.

Additionally, during 2000 the Partnership renegotiated the other remaining loan
balances with remaining terms, which extended the maturity dates to April 20,
2001, which was consistent with the first mortgage loans.

On April 20, 2001, the Partnership and the Borrowers agreed to: (i) extend the
terms of the second and third Mortgage Loans, which matured on April 20, 2001 to
April 20, 2004, so that the second and third Mortgage Loans would be coterminous
with the refinanced underlying first mortgage; (ii) adjust the applicable annual
interest rate payable under the second Mortgage Loans from and after April 20,
2001 to 9.75%; and (iii) adjust the applicable annual interest rate payable
under the third Mortgage Loans from and after April 20, 2001, to 10.75% and (iv)
require the St. Catherine's Care Centers to pay extension fees to the
Partnership totalling $10,500. The $10,500 extension fee was paid on August 31,
2001.

As of December 31, 2002 and 2001 respectively, the Partnership was owed $25,811
and $25,515 for interest accrued during the fourth quarter for the second and
third Mortgage Loans. The Borrowers are current in their payments on the second
and third Mortgage Loans. Additionally, as of December 31, 2001, the Partnership
was owed $23,661 from St. Catherine's Care Centers pursuant to the promissory
note agreement entered into by the two entities in connection with the
refinancing of the Mortgage Loan on April 20, 2001. As of that date, the
Partnership was owed $69,294 for all late interest and fees on the third
Mortgages. The promissory note, signed April 20, 2001, bears interest at an
annual rate of 7% and is payable in monthly installments over twelve months
ending April 20, 2002. The Borrowers are current in their payments on this note
at December 31, 2002.

                                       30
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 3 - Fair Value of Financial Instruments
--------------------------------------------

The fair value of the Partnership's mortgage loans receivable differed from
their carrying value as follows:

                                            Carrying             Fair
                                             Value               Value
                                             -----               -----
         December 31, 2002               $ 1,250,000         $ 1,287,596
                                         ===========         ===========

The Partnership estimates the fair value of its mortgage loans receivable by
discounting future cash flows using an appropriate interest rate.

The carrying amounts at December 31, 2002 for cash and cash equivalents, accrued
interest receivable, due from and to affiliates, and accrued expenses
approximated their fair values due to the short maturity of these instruments.

Note 4 - Partners' Capital
--------------------------

During 2002, the Partnership declared distributions totaling $178,823 ($.34) per
unit) to Limited Partner unit holders. The Partnership has accrued approximately
$41,000 of these distributions at December 31, 2002, which were subsequently
paid in 2003.

During 2001, the Partnership declared distributions totaling $185,637 ($.36 per
unit) to Limited Partner unit holders. The Partnership has accrued approximately
$47,000 of these distributions at December 31, 2001, which were subsequently
paid in 2002.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

         None.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act.

     The Partnership does not have directors or officers. The following is a
list of the officers and directors of the Managing General Partner as of March
31, 2002:

Name                          Age         Position
----                          ---         --------
Albert E. Jenkins III         55          Chairman of the Board, Chief Executive
                                          Officer, President and Director
Richard R. Wood               79          Director, Secretary and Treasurer
William E. Jasper             86          Director
Linda R. Robison              55          Director

                                       31
<PAGE>
     Albert E. Jenkins III is the President, Chief Executive Officer and a
Director of the Managing General Partner as well as the Executive Vice President
and  Secretary/Treasurer of Common Goal Mortgage Company.  He is also President
and Chief Executive Officer of Common Goal Capital Group, Inc. ("CG Capital
Group"), the managing general partner of Common Goal Health Care Participating
Mortgage Fund L.P., a Delaware limited partnership ("Common Goal I"). Mr.
Jenkins also serves on the boards of directors of the above-referenced
corporations. Mr. Jenkins is a co-general partner of Common Goal Limited
Partnership I. Mr. Jenkins is also President, Chief Executive Officer and a
director of the St. Catherine's Care Centers, which are comprised of five
long-term care facilities located in the State of Ohio.

     Richard R. Wood is a director of the Managing General Partner and is
president, a director and owner of 95% of the outstanding stock of Renwood
Properties, Inc. Mr. Wood is also a co-general partner of Common Goal Limited
Partnership I and a director of Common Goal Capital Group, Inc., the managing
general partner of Common Goal I. In addition, Mr. Wood is a member of the board
of directors of the St. Catherine's affiliated companies which currently own
five health care facilities in Ohio. Mr. Wood has, either individually or
together with or through Renwood, sponsored 58 prior private limited
partnerships which have acquired real estate. These partnerships have raised
approximately $35,000,000, with approximately 81% of the properties acquired
being government-subsidized low income housing projects for families and the
elderly and handicapped. In addition, Mr. Wood is a controlling shareholder of
several of the Renwood companies, which act as co-general partners and property
managers of certain of the above-referenced syndications. He is currently a
member of the National Leased Housing Association, Council for Rural Housing and
the Real Estate Investment Association. Mr. Wood received a B.A. from Harvard
University in 1943 and attended Massachusetts Institute of Technology from
1947-1948.

     William E. Jasper, Jr. is a director of the Managing General Partner and
has been a member of the Board of Directors of Madison Square Federal Savings
Bank since 1964. Prior to 1980, when Mr. Jasper retired, he had served as
president of a multi-line insurance agency and brokerage. Mr. Jasper is a Deputy
Regional Director for a fraternal organization that is dedicated to the Maryland
Special Olympics which provides health-care training and specialized sports for
the mentally handicapped. Mr. Jasper attended Baltimore City College and has
taken numerous extended courses at Loyola College and Johns Hopkins University
in real estate, appraisals, inspections, financial planning, mortgages and
management.

     Linda R. Robison is a director of the Managing General Partner. Ms. Robison
is an attorney and practices primarily in the areas of corporate transactions,
corporate finance, tax, estate planning and real estate. She represents such
industries as manufacturing, health care, construction, retail, distribution,
and computer software. Ms. Robison has been admitted to the Bar in
Massachusetts, Illinois, and Florida. She is a member of the American Bar
Association, and the U.S. Tax Court, and past chair of the ABA Small Business
Committee's subcommittee on corporate tax. She has published articles in the
Practical Tax Lawyer, Securities & Commodities Regulation, Smith's
Review-Federal, Estate and Gift Taxation, Taxation for Lawyers, and a Matthew
Bender treatise on real estate transactions. She earned her undergraduate degree
from the University of Georgia where she attained a B.S. in psychology and
graduated cum laude and Phi Beta Kappa. Ms. Robison has a L.L.M. in taxation
from Boston University. She is a co-founder and director of a wholesaler of
sportswear, and a co-founder and director of a firm which finishes plastic parts
for the computer and automotive industries. Ms. Robison is a director of several
not-for-profit charitable and service organizations and has served as the Chair
and Past President of the U.S. Committee for UNICEF, past president of Chicago
Finance Exchange, and past treasurer of Chicago Midwest Women's Center. Ms.
Robison is also a Zoning and Planning Commissioner for the City of Sanibel,
Florida.

                                       32
<PAGE>
Item 10. Executive Compensation.

     The Partnership has no executive officers or directors.  The Partnership is
not required to pay the officers and directors of the General Partners any
current nor any proposed compensation in such capacities. However, the
Partnership is required to pay certain fees, make distributions and allocate a
share of the profits or losses of the Partnership to the General Partners as
described under the caption "Management Compensation" on pages 8 through 11 of
the Partnership's Prospectus, which description is incorporated herein by
reference. Set forth below are the fees, compensation and other reimbursements
paid or accrued to the Managing General Partner and its Affiliates for the year
ended December 31, 2002.

                                   Capacities in
                                   Which Compensation
Name of Affiliate                  was Received                Remuneration
-----------------                  ------------                ------------

Managing General Partner           Management fee                 $3,347

Common Goal Mortgage               Mortgage loan                  $1,000
Company servicing fees

No form of non-cash remuneration was paid by the Partnership.

For further information on compensation paid to Common Goal and its Affiliates,
see "Management Compensation" on pages 8-11 of the Prospectus.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

     The Partnership, as an entity, does not have any directors or officers. The
following is information concerning Unit ownership as of March 31, 2002.

     To the best knowledge of the Partnership, no person owns more than 5% of
the outstanding Units. Messrs. Jenkins and Wood each own less than 1% of the
total outstanding Units and all officers and directors of the Managing General
Partner, as a group, own less than 1% of the total outstanding Units. No other
officer or director of the Managing General Partner owns any Units.

Item 12.   Certain Relationships and Related Transactions.

         The Partnership has made and funded several Mortgage Loans to
affiliated entities (St. Catherine's Care Center of Tiffin, Inc., St.
Catherine's Care Center of Bloomville, Inc., St. Catherine's Care Center of
Washington Court House, Inc., St. Catherine's Care Center of Fostoria, Inc. and
St. Catherine's Care Center of Findlay, Inc., (collectively, the "St.
Catherine's Care Centers")). In connection with these Mortgage Loans, the
Partnership obtained the opinion of an independent third party that the terms
and conditions of the respective loans were fair and at least as favorable to
the Partnership as a loan to an unaffiliated party in similar circumstances. The
Partnership entered into an agreement with the St. Catherine's Borrowers
providing for the extension of the maturity date of all the outstanding loans to
the St. Catherine's Care Centers. The Partnership obtained the opinion of an
independent third party that the terms and conditions of such agreement are fair
and at least as favorable to the Partnership as an agreement with an
unaffiliated party in similar circumstances. See "Item 6. Management's
Discussion and Analysis of Financial Condition or Plan of Operation" for further
information regarding these Mortgage Loans.

         The Partnership engages the services of Common Goal Mortgage Company,
an affiliate of the General Partners, in connection with servicing Mortgage

                                       33
<PAGE>
Loans for which Common Goal Mortgage Company generally is paid a fee by the
borrower.

See "Item 10. Executive Compensation," for the information concerning such fees.

Item 13. Exhibits and Reports on Form 8-K.

     (a) Exhibits

     The following exhibits are included herein or incorporated by reference:

     Number

     3.1   (a) Amended and Restated Limited Partnership Agreement of Registrant
           dated as of December 6, 1989 (incorporated  by reference from Exhibit
           3.1, included in Registrant's Form S-11 Registration Statement S.E.C.
           File No. 33-31358).

     3.2   (b) Pages 8-11 of the Registrant's final Prospectus dated January 12,
           1990, as filed with the Securities and Exchange Commission pursuant
           to Rule 424(b) under the Securities Act of 1933, as amended. Reports
           on Form 8-K

     99.1  Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as
           adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       (b) Reports on Form 8-K.

     The Partnership did not file any reports on Form 8-K during the quarter
ended December 31, 2002.

Item 14. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

         The principal executive and financial officer of our managing general
         partner, Albert E. Jenkins III, evaluated on March 31, 2003 the
         effectiveness of the design and operation of our controls and other
         procedures that are designed to ensure that information required to be
         disclosed by us in the reports that we file or submit under the
         Securities Exchange Act of 1934 is recorded, processed, summarized and
         reported within the time periods specified in the SEC's rules and
         forms. As a result of this evaluation, these executive officers have
         concluded that, as of such date, the design and operation of our
         disclosure controls and procedures were adequate and designed to ensure
         that material information relating us would be made known to them.

         Changes in Internal Controls
         ----------------------------

         Since the date of the evaluation of our disclosure controls and
         procedures by Mr. Jenkins described above, there have been no
         significant changes in our internal controls or in other factors that
         could significantly affect our disclosure controls and procedures.

                                       34
<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.

                         COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          By:  Common Goal Capital Group, Inc., II,
                               General Partner

                          By:  /s/ Albert E. Jenkins
                               ---------------------
                               Albert E. Jenkins III
                               Chief Executive Officer

Date:  March 31, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

       Name                  Position                                 Date
       ----                  --------                                 ----

/s/ Albert E. Jenkins     Chief Executive Officer (Principal      March 31, 2002
---------------------     Executive Officer),
Albert E. Jenkins III     President, Principal
                          Financial and
                          Accounting Officer
                          and Director of
                          Managing General
                          Partner

/s/ Richard R. Wood       Director of Managing                    March 31, 2003
-------------------       General Partner
Richard R. Wood


(A Majority of the Board of Directors of the Managing General Partner)


                                       35
<PAGE>
Certifications


I, Albert E. Jenkins III, certify that:

1. I have reviewed this annual report on Form 10-KSB of Common, a Delaware
limited partnership;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. As the registrant's other certifying officer, I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed
such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this annual report is being prepared; b) evaluated the effectiveness of
the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. As the registrant's sole certifying officer, I have disclosed, based on my
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrant's internal controls; and

6. As the registrant's sole certifying officer, I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003
/s/Albert E. Jenkins III
------------------------
Albert E. Jenkins III
Chief Executive Officer and Chief Financial Officer
Common Goal Capital Group, Inc. II, Managing General Partner
Common Goal Health Care Pension & Income Fund

                                       36