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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended March 31, 2005 or o 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 000-18547 INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP  North Carolina
    
    56-1669199(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 ISC REALTY CORPORATION
1329 EAST MOREHEAD STREET, SUITE 201
CHARLOTTE, NC 28204
(Address of principal executive offices)
(Zip Code) (704) 383-7918
(Registrants telephone number, including area code) NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No x APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes o No o APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest
practicable date.




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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(a North Carolina limited partnership)Form 10-Q FORWARD LOOKING STATEMENTS   Statements in this Quarterly Report on Form 10-Q include forward looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and
Section 21E of the Securities Act of 1934, as amended (the Exchange Act). Forward looking
statements include statements concerning our plans, objectives, goals, strategies, future events,
future revenues or performance, capital expenditures, financing needs, plans or intentions relating
to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we
anticipate in the industry and economies in which we operate and other information that is not
historical information. You can identify a forward looking statement by our use of the words
anticipate, estimate, expect, intend, plan, may, will, continue, believe,
objective, projection, forecast, goal, and similar expressions. No assurance can be given
that actual results or events will not differ materially from those projected, estimated, assumed
or anticipated in any such forward looking statements. 2




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PART I. FINANCIAL INFORMATION ITEM 1  FINANCIAL STATEMENTS INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(a North Carolina limited partnership) BALANCE SHEETS
(Unaudited) March 31, 2005 and December 31, 2004   March 31,
    
    
    December 31,2005
    
    
    2004ASSETSUnimproved land held for investment purposes
    
    $
    1,700,000
    
    
    
    1,700,000Cash and cash equivalents
    
    
    11,355
    
    
    
    11,327Total assets
    
    $
    1,711,355
    
    
    
    1,711,327LIABILITIES AND PARTNERS CAPITALLiabilitiesAccrued expenses
    
    
    24,973
    
    
    
    8,005Due to general partner
    
    
    63,121
    
    
    
    53,489Total liabilities
    
    
    88,094
    
    
    
    61,494Partners CapitalClass A limited partners interest
    
    
    1,623,454
    
    
    
    1,650,023(authorization, 9,588 units; issued and
outstanding, 7,650 units in 2005 and 2004)Subordinated limited partner interest
    
    
    60
    
    
    
    61General partners capital deficiency
    
    
    (253
    )
    
    
    (251
    )Total partners capital
    
    
    1,623,261
    
    
    
    1,649,833Total liabilities and partners capital
    
    $
    1,711,355
    
    
    
    1,711,327
 See accompanying notes to financial statements. 3




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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(a North Carolina limited partnership) STATEMENTS OF OPERATIONS
(Unaudited) Three Months Ended March 31, 2005 and 2004   Three Months Ended March 31,2005
    
    
    2004OPERATING REVENUEInterest
    
    $
    38
    
    
    
    128Total operating revenue
    
    
    38
    
    
    
    128OPERATING EXPENSEProfessional fees
    
    
    25,239
    
    
    
    42,716Property tax
    
    
    30
    
    
    
    28General and administrative
    
    
    1,341
    
    
    
    320Total operating expense
    
    
    26,610
    
    
    
    43,064Net loss
    
    $
    (26,572
    )
    
    
    (42,936
    )NET LOSS ALLOCATED TOClass A limited partners
    
    $
    (26,569
    )
    
    
    (42,931
    )Subordinated limited partner
    
    
    (1
    )
    
    
    (1
    )General partners
    
    
    (2
    )
    
    
    (4
    )Net loss
    
    $
    (26,572
    )
    
    
    (42,936
    )Weighted average Class A limited
partnership units outstanding
    
    
    7,650
    
    
    
    7,650Net loss per weighted average Class A
limited partnership unit
    
    $
    (3.47
    )
    
    
    (5.61
    )
 See accompanying notes to financial statements. 4




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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(a North Carolina limited partnership) STATEMENTS OF PARTNERS CAPITAL
(Unaudited) Three Months Ended March 31, 2005 and 2004   Class A Limited Partners
    
    
    SubordinatedLimited
    
    
    GeneralUnits
    
    
    
    
    
    
    Capital
    
    
    Partner
    
    
    Partners
    
    
    TotalPartners capital (deficiency),
December 31, 2003
    
    
    7,650
    
    
    
    
    
    
    $
    1,966,038
    
    
    
    69
    
    
    
    (219
    )
    
    
    1,965,888Net loss
    
    
    
    
    
    
    
    
    
    
    (42,931
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (42,936
    )Partners capital (deficiency),
March 31, 2004
    
    
    7,650
    
    
    
    
    
    
    
    1,923,107
    
    
    
    68
    
    
    
    (223
    )
    
    
    1,922,952Partners capital (deficiency),
December 31, 2004
    
    
    7,650
    
    
    
    
    
    
    
    1,650,023
    
    
    
    61
    
    
    
    (251
    )
    
    
    1,649,833Net loss
    
    
    
    
    
    
    
    
    
    
    (26,569
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (26,572
    )Partners capital (deficiency),
March 31, 2005
    
    
    7,650
    
    
    
    
    
    
    $
    1,623,454
    
    
    
    60
    
    
    
    (253
    )
    
    
    1,623,261
 See accompanying notes to financial statements. 5




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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(a North Carolina limited partnership) STATEMENTS OF CASH FLOWS
(Unaudited) Three Months Ended March 31, 2005 and 2004   Three Months Ended March 31,2005
    
    
    2004OPERATING ACTIVITIESNet loss
    
    $
    (26,572
    )
    
    
    (42,936
    )Adjustments to reconcile net loss to net cash
provided by operating activitiesIncrease in due to general partner  related party
    
    
    9,632
    
    
    
    46,668Increase (decrease) in accrued expenses
    
    
    16,968
    
    
    
    (3,604
    )Net cash provided by operating activities
    
    
    28
    
    
    
    128Increase (decrease) in cash and cash equivalents
    
    
    28
    
    
    
    128Cash and cash equivalents, beginning of period
    
    
    11,327
    
    
    
    60,261Cash and cash equivalents, end of period
    
    $
    11,355
    
    
    
    60,389
 See accompanying notes to financial statements. 6




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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(a North Carolina limited partnership) NOTE TO FINANCIAL STATEMENTS (UNAUDITED) March 31, 2005 and 2004   Interstate Land Investors II Limited Partnership (Registrant or Partnership) is a North
Carolina limited partnership. The Partnerships business consists of holding for investment,
disposing and otherwise dealing in approximately 48 acres of undeveloped land (the Property)
located in York County, South Carolina. The accompanying unaudited condensed financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information. Accordingly, the
financial statements do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. The unaudited financial
statements of the Registrant, include, in the opinion of management, all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of such financial
statements for all periods presented. The financial position and results of operations as of and
for the three months ended March 31, 2005, are not necessarily indicative of the results of
operations that may be expected in the future. The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions during the reporting period that affect the amounts
reported in the financial statements and the disclosure of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from those estimates. Please refer to the Registrants 2004 Annual Report on Form 10-K for additional information
related to the Registrants organization and to the Registrants audited financial statements for
the two years ended December 31, 2004, including the related notes to financial statements. 7




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ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. LIQUIDITY AND CAPITAL RESOURCES. As of March 31, 2005, the Registrant had $11,355 in cash and cash equivalents. The Registrant
will retain this cash to pay ongoing partnership expenses. Until the Registrant
disposes of the remaining approximately 48 acres of Property, its only sources of additional
capital are from general partner advances or other borrowings. A line of credit of $200,000 has
been established by the general partner for the purpose of making advances to the Registrant to
cover future operating expenses of the Registrant. The general partner advanced $7,990 to the
Registrant from this line of credit during the quarter. As of March 31, 2005, the amount due to general partner was $63,121 compared to $53,489 on
December 31, 2004. This increase from the end of 2004 was driven by expenses incurred by the
Registrant during the first three months of 2005. RESULTS OF OPERATIONS. Three months ended March 31, 2005 The Registrants net loss was $26,572 for the first quarter of 2005 as compared to a net loss
of $42,936 for the same period in 2004. The decreased loss for the current quarter was primarily
due to lower professional fees. Interest income of $38 for the first quarter 2005 decreased from $128 for the same quarter
last year due to lower cash on hand in 2005. Professional fees decreased to $25,239 in the first quarter of 2005 compared to $42,716 for
the first quarter of 2004. This decrease primarily reflects lower database management. ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnership does not hold any financial instruments with market risk exposure. ITEM 4  CONTROLS AND PROCEDURES. As of March 31, 2005, the end of the period covered by this Quarterly Report on Form 10-Q, the
Registrants general partner (the Partnerships principal executive officer and principal financial
officer), acting through its President, evaluated the effectiveness of the Registrants disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).
Based upon that evaluation, the President concluded that as of March 31, 2005, the end of the
period covered by this Quarterly Report on Form 10-Q, the Registrant maintained effective
disclosure controls and procedures. In addition, no change in the Registrants internal control
over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934)
occurred during the fiscal quarter to which this Quarterly Report
on Form 10-Q relates that has materially affected, or is reasonably likely to materially affect,
the Registrants internal control over financial reporting. 8




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PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. On February 10, 2005, the Partnership entered into a contract to sell all remaining assets,
approximately 48 acres of unimproved land. The total proposed sales price is $2,080,000, including
earnest money of $20,000 which the purchaser deposited with a title agency on the contract date.
Under the terms of the contract, the purchaser has up to 90 days from the contract date to conduct
its due diligence, at which time it is required to deposit an additional $50,000 of earnest money
to proceed with the purchase. The transaction is currently subject to a due diligence period of 90 days, during which the
purchaser has the right to terminate the agreement. Accordingly, there are no assurances this
transaction will close. Effective August 13, 2004, ISC Realty Corporation (ISCR), which is the general partner of
Interstate Land Investors II Limited Partnership, was sold to Vineyard Capital Advisors, LLC, which
is a wholly-owned limited-liability company of J. Christopher Boone, who was a former President of
ISCR. 9




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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Exhibit 31.1 Certification by Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification by Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certification by Principal Executive and Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None. 10




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INTERSTATE LAND INVESTORS II LIMITED PARTNERSHIP
(a North Carolina limited partnership) SIGNATURES Pursuant to the requirements 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. INTERSTATE LAND INVESTORS II
LIMITED PARTNERSHIPBy: ISC REALTY CORPORATION
As Principal Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer of the
RegistrantBy: /s/ James Christopher Boone
James Christopher Boone
PresidentDate: May 13, 2005
 11