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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 JUNE 30, 2004.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2004 TO JUNE 30, 2004.
 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.)3011 Armory Drive, Suite 310
Nashville, Tennessee 37204(Address of Principal Executive Offices)
 Issuers Telephone Number: 615-834-0872 Indicate by check mark whether the registrant (a) has 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 (b) has been subject to such
filing requirements for the past 90 days. Yes þ No o Indicate by check mark
whether the registrant is an accelerated filer (as defined in
Exchange Act Rule 12-b2). Yes o No
þ




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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 Operations.Item 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 CERTIFICATIONS OF THE CEO & CFOEX-32.1 SECTION 906 CERTIFICATIONS OF THE CEO & CFO    Table of Contents  
 PART I  FINANCIAL INFORMATION 
 Item 1  Financial Statements The unaudited financial statements of Southeast Acquisitions II, L.P. (the
Partnership) at June 30, 2004 are attached hereto as Exhibit A. 
 Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations. Background The Partnership was formed to acquire, own and realize appreciation in the
following properties by holding them for investment and eventual sale (each a
Property, collectively the Properties): 353 acres of undeveloped land in
Henry County, Georgia; 91 acres of undeveloped land near Greenville, South
Carolina; and l35 acres of undeveloped land in Rutherford County, Tennessee.
However, there can be no assurance that the Partnerships objectives will be
realized. At June 30, 2004 there remains approximately 45 acres of Rutherford
County, Tennessee property. Results of Operations for Second Quarter of 2004 Compared with Second
Quarter of 2003 The Partnership activities for the second quarter of 2004 and the second
quarter of 2003 were focused on the sale of Partnership property. There were
no sales in the second quarter of 2004 or the second quarter of 2003. Income
during the second quarter of 2004 consisted of interest income of $202 as
compared to $621 during the same quarter of 2003. The decrease in interest
earned during the second quarter of 2004 compared to the second quarter of 2003
is the result of having a lower cash reserve. At the end of the second quarter
of 2004 the Partnership had a pending sales contract which closed on
July 28th, 2004. The sales price was for $995,000. As part of the contract the
Partnership agreed to give the purchaser a $30,000 underground storm detention
allowance and a $20,000 landscaping allowance. The storm detention allowance
and landscaping allowance were both credited to the Purchaser at closing. Expenses in the second quarter of 2004 included general and administrative
expenses of $7,766 versus $5,662 in the second quarter of 2003. The increase
was primarily due to an increase in professional fees. The Partnership paid
$2,252 to consultants for infrastructure for water, sewer and an access drive
for the Rutherford County Property. In addition, the Partnership paid $300 for
the second quarter 2004 estimated Tennessee franchise and excise taxes, as
compared to $400 that was paid for the same quarter of 2003. Real estate taxes
in the second quarter of 2004 were $403 compared with $23 in the second quarter
of 2003. The 2004 real estate taxes were higher because two parcels of land
were reclassified as commercial property, which subsequently resulted in higher
taxes. Insurance in the second quarter of 2004 was $53, as compared to $58 that
was paid in the second quarter of 2003. During the second quarter of 2004 the
Partnership paid $304 for Delaware franchise and excise tax, as compared to
$100 that was paid during the same quarter of 2003.




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Inflation did not have any material impact on operations during 2004 and
it is not expected to materially impact future operations. Liquidity and Capital Resources The Partnership had cash reserves of $93,727 at June 30, 2004, which will
be used to cover the following estimated annual costs: accounting fees of
$16,500, legal fees of $5,000, insurance costs of $211, property taxes of
$1,163, Tennessee franchise taxes of $1,200 and other administrative costs of
$21,000. In the General Partners opinion, the Partnerships reserves will be
sufficient to cover costs during the liquidation mode. However, if additional
expenses are incurred or if the Property cannot be sold within the next year,
the reserves may be inadequate to cover the Partnerships operating expenses.
If the reserves are exhausted, the Partnership may have to dispose of some or
all of the Property or incur indebtedness on unfavorable terms. 
 Item 3. Controls and Procedures (a) Within the ninety day period prior to the date of this report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and our principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-14(c) under the
Securities Exchange Act of 1934). Based upon that evaluation, our management,
including our principal executive officer and our principal financial officer,
concluded that the design and operation of these disclosure controls and
procedures were effective to timely alert them to any material information
relating to the company that must be included in our periodic SEC filings. (b) There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out this evaluation. 
 PART II  OTHER INFORMATION 
 Item 1  Legal Proceedings None 
 Item 2  Changes in Securities There were no changes in the Partnerships securities during the second
quarter of 2004.




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Item 3  Defaults Upon Senior Securities There was no default in the payment of principal, interest, a sinking or
purchase fund installment or any other default with respect to any indebtedness
of the Partnership. The
Partnership has issued no preferred stock; accordingly, there have been no
arrearages or delinquencies with respect to any such preferred stock. 
 Item 4  Submission of Matters to a Vote of Security Holders No matters were submitted to the Partners for a vote during the second
quarter of 2004. 
 Item 5  Other Information None 
 Item 6  Exhibits and Reports on Form 8-K None 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 2002.32.1
    
    Certification Pursuant to 18 U.S.C.
section 1350, as adopted to section
906 of the Sarbanes-Oxley Act of 2002.




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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the date indicated. Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    President,
    
    August 16, 2004Southern ManagementRichard W. Sorenson
    
    Group, LLC




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EXHIBIT A SOUTHEAST ACQUISITIONS II, LP BALANCE SHEETS JUNE 30,
    
    DECEMBER 31,2004
    
    2003(Unaudited)ASSETSLand held for sale
    
    $
    369,365
    
    
    $
    369,365Cash and cash equivalents
    
    
    93,727
    
    
    
    128,583Accounts receivable
    
    
    735
    
    
    
    734Prepaid expense
    
    
    7,835
    
    
    
    Deferred costs
    
    
    3,099
    
    
    
    $
    474,761
    
    
    $
    498,682LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expenses
    
    $
    13,270
    
    
    $
    19,820Partners equity:General partner
    
    
    47,609
    
    
    
    47,783Limited partners (9,650 units
outstanding)
    
    
    413,882
    
    
    
    431,079461,491
    
    
    
    478,862$
    474,761
    
    
    $
    498,682
 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 MONTHS
    
    FOR THE SIX MONTHSENDED JUNE 30
    
    ENDED JUNE 302004
    
    2003
    
    2004
    
    2003REVENUES:Interest income
    
    
    202
    
    
    
    621
    
    
    
    444
    
    
    
    1,306EXPENSES:General and administrative
    
    
    7,766
    
    
    
    5,662
    
    
    
    16,360
    
    
    
    11,722Real estate taxes
    
    
    403
    
    
    
    23
    
    
    
    829
    
    
    
    46Insurance
    
    
    53
    
    
    
    58
    
    
    
    125
    
    
    
    115Delaware franchise & excise tax
    
    
    304
    
    
    
    100
    
    
    
    304
    
    
    
    100Tennessee franchise & excise tax
    
    
    300
    
    
    
    400
    
    
    
    197
    
    
    
    9598,826
    
    
    
    6,243
    
    
    
    17,815
    
    
    
    12,942NET INCOME (LOSS)
    
    
    (8,624
    )
    
    
    (5,622
    )
    
    
    (17,371
    )
    
    
    (11,636
    )Partners
equity,Beginning of period
    
    
    470,115
    
    
    
    521,279
    
    
    
    478,862
    
    
    
    527,293Capital distribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Partners equity,
End of period
    
    $
    461,491
    
    
    $
    515,657
    
    
    $
    461,491
    
    
    $
    515,657Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650Income (loss) from operations
per limited partnership
interest
    
    $
    (0.89
    )
    
    $
    (0.58
    )
    
    $
    (1.80
    )
    
    $
    (1.21
    )
 See notes to financial statements.




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EXHIBIT A SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE SIX MONTHSENDED JUNE 302004
    
    2003CASH FLOWS FROM OPERATING ACTIVITIES:Interest income received
    
    $
    444
    
    
    $
    1,306Cash paid for operating expenses
    
    
    (35,300
    )
    
    
    (24,789
    )Net cash used in
operating activities
    
    
    (34,856
    )
    
    
    (23,483
    )Cash, beginning of period
    
    
    128,583
    
    
    
    176,824Cash, end of period
    
    $
    93,727
    
    
    $
    153,341RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:Net loss
    
    $
    (17,372
    )
    
    $
    (11,636
    )Adjustments to reconcile net loss to net
cash used in operating activities:Decrease in accounts payable and accrued expenses
    
    
    (6,550
    )
    
    
    (11,732
    )Increase in prepaid expenses
    
    
    (7,835
    )
    
    
    (115
    )Increase in deferred costs
    
    
    (3,099
    )
    
    
    Net cash used in operating
activities
    
    $
    (34,856
    )
    
    $
    (23,483
    )
 See notes to financial statements.




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SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Six Months Ended June 30, 2004
(Unaudited)  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, 2003. 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 six-months ended June 30, 2004 may
not be indicative of the results that may be expected for the year ending
December 31, 2004.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 six months were as follows: 2004
    
    2003Reimbursements
    
    $
    1,419
    
    
    $
    811