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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM JANUARY 1, 2006 TO MARCH 31, 2006.
 Commission File number: 0-17680 (formerly 33-20255)
 SOUTHEAST ACQUISITIONS II, L.P.
  Delaware
    
    23-2498841(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 
 615-834-0872
 o þ
 o o þ
 þ o




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1  Financial StatementsItem 2  Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Controls and ProceduresPART II  OTHER INFORMATIONItem 1  Legal ProceedingsItem 2  Changes in SecuritiesItem 3  Defaults Upon Senior SecuritiesItem 4  Submission of Matters to a Vote of Security HoldersItem 5  Other InformationItem 6  Exhibits and Reports on Form 8-KSignatureEx-31.1  Section 302 Certification of the PEO & PFOEx-32.1  Section 906 Certification of the PEO & PFO    Table of Contents  
  
   
  Background
  Results of Operations for First Quarter of 2006 Compared with First Quarter of 2005
    st




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Liquidity and Capital Resources




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Exhibits (numbered in accordance with Item 601 of Regulation S-K)
 Exhibit Numbers
    
    Description
    
    Page Number31.1
    
    Certification Pursuant to section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002




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Table of Contents
 
 Signature
  Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    President and Chief Executive Officer
of Southern Management Group, LLC
    
    May 12, 2006
 SIGNATURE
  Signature
    
    Title
    
    Date/s/
Richard W. Sorenson

Richard W. Sorenson
    
    President,
Southern Management
Group, LLC
    
    May 2, 2006




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SOUTHEAST ACQUISITIONS II, LP
  
 A.
    
    ACCOUNTING POLICIESThe unaudited financial statements presented herein have been prepared in accordance with
the instructions to Form 10-Q and do not include all of the information and note disclosures
required by accounting principles generally accepted in the United States of America. These
statements should be read in conjunction with the financial statements and notes thereto
included in the Partnerships Form 10-K for the year ended December 31, 2005. In the
opinion of management, such financial statements include all adjustments, consisting only of
normal recurring adjustments, necessary to summarize fairly the Partnerships financial
position and results of operations. The results of operations for the three-month period
ended March 31, 2006 may not be indicative of the results that may be expected for the year
ending December 31, 2006.B.
    
    RELATED PARTY TRANSACTIONSThe General Partner and its affiliates have been actively involved in managing the
Partnerships operations. Compensation earned for these services in the first three months
were as follows:
 2006
    
    
    2005Reimbursements
    
    $
    397
    
    
    $
    560




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EXHIBIT A   SOUTHEAST ACQUISITIONS II, LP
 BALANCE SHEETS
 MARCH 31,
    
    
    DECEMBER 31,2006
    
    
    2005(Unaudited)ASSETSLand held for sale
    
    $
    448,460
    
    
    $
    448,460Cash and cash equivalents
    
    
    47,981
    
    
    
    609,731Cash in escrow
    
    
    67,375
    
    
    
    230,000Account receivable
    
    
    6,255
    
    
    
    0Prepaid expenses
    
    
    6
    
    
    
    24$
    570,077
    
    
    $
    1,288,215LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expenses
    
    $
    47,638
    
    
    $
    71,922Deferred revenue
    
    
    50,000
    
    
    
    555,739Partners equity:General partner
    
    
    58,430
    
    
    
    55,390Limited partners (9,650 units outstanding)
    
    
    414,009
    
    
    
    605,164472,439
    
    
    
    660,554$
    570,077
    
    
    $
    1,288,215
 See notes to financial statements.




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EXHIBIT A
 SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF OPERATIONS AND PARTNERS EQUITY
(UNAUDITED)
 FOR THE THREE MONTHSENDED MARCH 312006
    
    
    2005REVENUES:Gain on sale of land
    
    $
    328,664
    
    
    $
    Interest income
    
    
    736
    
    
    
    65Other income
    
    
    734
    
    
    
    330,134
    
    
    
    65EXPENSES:General and administrative
    
    
    16,831
    
    
    
    6,937Real estate taxes
    
    
    400
    
    
    
    403Insurance
    
    
    18
    
    
    
    Tennessee franchise and excise tax
    
    
    8,850
    
    
    
    (665
    )26,099
    
    
    
    6,675NET INCOME (LOSS)
    
    
    304,035
    
    
    
    (6,610
    )Partners equity,
Beginning of period
    
    
    660,554
    
    
    
    481,002Capital distribution
    
    
    (492,150
    )
    
    
    Partners equity,
End of period
    
    $
    472,439
    
    
    $
    474,392Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650Income (loss) from operations
per limited partnership
interest
    
    $
    31.51
    
    
    $
    (0.68
    )
 See notes to financial statements.




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EXHIBIT
A

SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 FOR THE THREE MONTHSENDED MARCH 312006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Cash received from cash in escrow
    
    
    156,370
    
    
    
    Interest income received
    
    
    736
    
    
    
    65Other income received
    
    
    734
    
    
    
    Cash paid for Tennessee franshise & excise tax
    
    
    
    
    
    
    (38,000
    )Cash paid to suppliers and service providers
    
    
    (227,440
    )
    
    
    (23,827
    )Net cash used in
operating activities
    
    
    (69,600
    )
    
    
    (61,762
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions paid to limited partners
    
    
    (492,150
    )
    
    
    Net decrease in cash
    
    
    (561,750
    )
    
    
    (61,762
    )Cash, beginning of period
    
    
    609,731
    
    
    
    71,646Cash, end of period
    
    $
    47,981
    
    
    $
    9,884RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
USED IN OPERATING ACTIVITIES:Net income (loss)
    
    $
    304,035
    
    
    $
    (6,610
    )Adjustments to reconcile net income (loss) to net
cash used in operating activities:Decrease in accounts payable and accrued expenses
    
    
    (24,284
    )
    
    
    (49,037
    )Increase in accounts receivable
    
    
    (6,255
    )
    
    
    (2,649
    )Decrease in deferred revenue
    
    
    (505,739
    )
    
    
    Decrease in cash in escrow
    
    
    162,625
    
    
    
    Decrease (Increase) in prepaid expenses
    
    
    18
    
    
    
    (3,466
    )Net cash used in operating
activities
    
    $
    (69,600
    )
    
    $
    (61,762
    )
 See notes to financial statements.