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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, 2005.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2005 TO JUNE 30, 2005.
 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
 þ o
 o 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 CERTIFICATION OF THE PEO & PFOEX-32.1 SECTION 906 CERTIFICATION OF THE PEO & PFO    Table of Contents  
  
   
  Background
  Results of Operations for 2005 Compared with 2004
  rd




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Liquidity and Capital Resources
 th




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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 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
  Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    President,
    
    August 1, 2005Richard W. Sorenson
    
    Southern ManagementGroup, LLC




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EXHIBIT A
 SOUTHEAST ACQUISITIONS II, LP
 BALANCE SHEETS
 JUNE 30,
    
    DECEMBER 31,2005
    
    2004(Unaudited)ASSETSLand held for sale
    
    $
    467,102
    
    
    $
    467,102Cash and cash equivalents
    
    
    0
    
    
    
    71,646Escrows and other receivables
    
    
    0
    
    
    
    1,263Prepaid expenses
    
    
    709
    
    
    
    $
    467,811
    
    
    $
    540,011LIABILITIES AND PARTNERS EQUITYCash overdraft
    
    $
    279
    
    
    $
    Accounts payable and accrued expenses
    
    
    12,012
    
    
    
    59,009Partners equity:General partner
    
    
    53,339
    
    
    
    53,594Limited partners (9,650 units outstanding)
    
    
    402,181
    
    
    
    427,408455,520
    
    
    
    481,002$
    467,811
    
    
    $
    540,011
 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 302005
    
    2004
    
    2005
    
    2004REVENUES:Interest income
    
    $
    16
    
    
    $
    202
    
    
    $
    81
    
    
    $
    444EXPENSES:General and administrative
    
    
    17,948
    
    
    
    7,766
    
    
    
    24,885
    
    
    
    16,360Real estate taxes
    
    
    403
    
    
    
    403
    
    
    
    806
    
    
    
    829Insurance
    
    
    12
    
    
    
    53
    
    
    
    12
    
    
    
    125Delaware franchise & excise tax
    
    
    200
    
    
    
    304
    
    
    
    200
    
    
    
    304Tennessee franchise & excise tax
    
    
    325
    
    
    
    300
    
    
    
    (340
    )
    
    
    19718,888
    
    
    
    8,826
    
    
    
    25,563
    
    
    
    17,815NET INCOME (LOSS)
    
    
    (18,872
    )
    
    
    (8,624
    )
    
    
    (25,482
    )
    
    
    (17,371
    )Partners equity,
Beginning of period
    
    
    474,392
    
    
    
    470,115
    
    
    
    481,002
    
    
    
    478,862Capital distribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Partners equity,
End of period
    
    $
    455,520
    
    
    $
    461,491
    
    
    $
    455,520
    
    
    $
    461,491Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650Income (loss) from operations
per limited partnership
interest
    
    $
    (1.96
    )
    
    $
    (0.89
    )
    
    $
    (2.64
    )
    
    $
    (1.80
    )
 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 302005
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Interest income received
    
    $
    81
    
    
    $
    444Cash received from roll back tax reimbursement
    
    
    1,263
    
    
    
    Cash paid for operating expenses
    
    
    (73,269
    )
    
    
    (35,300
    )Net cash used in
operating activities
    
    
    (71,925
    )
    
    
    (34,856
    )CASH FLOWS FROM FINANCING ACTIVITIES:Increase in cash overdraft
    
    
    279
    
    
    
    Net decrease in cash
    
    
    (71,646
    )
    
    
    (34,856
    )Cash, beginning of period
    
    
    71,646
    
    
    
    128,583Cash, end of period
    
    $
    
    
    
    $
    93,727RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:Net loss
    
    $
    (25,482
    )
    
    $
    (17,372
    )Adjustments to reconcile net loss to net
cash used in operating activities:Decrease in accounts payable and accrued expenses
    
    
    (46,997
    )
    
    
    (6,550
    )Decrease in accounts receivable
    
    
    1,263
    
    
    
    Increase in deferred costs
    
    
    
    
    
    
    (3,099
    )Increase in prepaid expenses
    
    
    (709
    )
    
    
    (7,835
    )Net cash used in operating
activities
    
    $
    (71,925
    )
    
    $
    (34,856
    )
 See notes to financial statements.




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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, 2004. 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, 2005 may not be indicative of the results that may be expected for the year
ending December 31, 2005.B.
    
    RELATED PARTY TRANSACTIONSThe General Partner and its affiliates have been actively involved in managing the
Partnerships operations. No compensation was earned for these services. In the first six
months, reimbursements of expenses incurred were as follows:
 2005
    
    2004Reimbursements
    
    $
    848
    
    
    $
    1,419