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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 SEPTEMBER 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 SEPTEMBER 30, 2005.
 Commission File number: 0-17680 (formerly 33-20255)
 SOUTHEAST ACQUISITIONS II, L.P.
  Delaware
    
    23-2498841(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 615-834-0872
 þ o
 o þ
 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 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 Third Quarter of 2005 Compared with Third Quarter of 2004




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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 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
    
    Member, Southern Management Group, LLC
    
    November 11, 2005

Richard W. Sorenson




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EXHIBIT A
 SOUTHEAST ACQUISITIONS II, LP
 BALANCE SHEETS
 SEPTEMBER 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 & deferred costs
    
    
    6,986
    
    
    
    $
    474,088
    
    
    $
    540,011LIABILITIES AND PARTNERS EQUITYCash overdraft
    
    $
    51
    
    
    $
    Accounts payable and accrued expenses
    
    
    22,643
    
    
    
    59,009Payable to general partner
    
    
    7,000
    
    
    
    Partners equity:General partner
    
    
    53,228
    
    
    
    53,594Limited partners (9,650 units outstanding)
    
    
    391,166
    
    
    
    427,408444,394
    
    
    
    481,002$
    474,088
    
    
    $
    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 NINE MONTHSENDED SEPTEMBER 30
    
    
    ENDED SEPTEMBER 302005
    
    
    2004
    
    
    2005
    
    
    2004REVENUES:Gain on sale of land
    
    $
    
    
    
    $
    680,216
    
    
    $
    
    
    
    $
    680,216Interest income
    
    
    14
    
    
    
    538
    
    
    
    95
    
    
    
    98214
    
    
    
    680,754
    
    
    
    95
    
    
    
    681,198EXPENSES:General and administrative
    
    
    9,746
    
    
    
    16,992
    
    
    
    34,631
    
    
    
    33,352Real estate taxes
    
    
    1,051
    
    
    
    6,694
    
    
    
    1,857
    
    
    
    7,523Insurance
    
    
    18
    
    
    
    56
    
    
    
    30
    
    
    
    181Delaware franchise & excise tax
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    304Tennessee franchise & excise tax
    
    
    325
    
    
    
    38,710
    
    
    
    (15
    )
    
    
    38,90711,140
    
    
    
    62,452
    
    
    
    36,703
    
    
    
    80,267NET INCOME (LOSS)
    
    
    (11,126
    )
    
    
    618,302
    
    
    
    (36,608
    )
    
    
    600,931Partners equity,
Beginning of period
    
    
    455,520
    
    
    
    461,491
    
    
    
    481,002
    
    
    
    478,862Capital distribution
    
    
    
    
    
    
    (579,000
    )
    
    
    
    
    
    
    (579,000
    )Partners equity,
End of period
    
    $
    444,394
    
    
    $
    500,793
    
    
    $
    444,394
    
    
    $
    500,793Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650Income (loss) from operations
per limited partnership
interest
    
    $
    (1.15
    )
    
    $
    64.07
    
    
    $
    (3.79
    )
    
    $
    62.27
 See notes to financial statements.




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EXHIBIT A
 SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 FOR THE NINE MONTHSENDED SEPTEMBER 302005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Proceeds from sale of land, net of escrow of $26,263
    
    $
    
    
    
    $
    815,407Interest income received
    
    
    95
    
    
    
    982Cash received from roll back tax reimbursement
    
    
    1,263
    
    
    
    Cash paid for operating expenses
    
    
    (80,055
    )
    
    
    (221,010
    )Net cash (used in) provided by
operating activities
    
    
    (78,697
    )
    
    
    595,379CASH FLOWS FROM FINANCING ACTIVITIES:Distribution to limited partners
    
    
    
    
    
    
    (579,000
    )Advance received from general partner
    
    
    7,000
    
    
    
    Increase in cash overdraft
    
    
    51
    
    
    
    Net cash provided by (used in)
financing activities
    
    
    7,051
    
    
    
    (579,000
    )Net (decrease) increase in cash
    
    
    (71,646
    )
    
    
    16,379Cash, beginning of period
    
    
    71,646
    
    
    
    128,583Cash, end of period
    
    $
    
    
    
    $
    144,962RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES:Net (loss) income
    
    $
    (36,608
    )
    
    $
    600,931Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:Gain on sale of land
    
    
    
    
    
    
    (680,216
    )Proceeds from sale of land, net of escrows of $26,263
    
    
    
    
    
    
    815,407Improvements to land
    
    
    
    
    
    
    (259,191
    )(Decrease) increase in accounts payable and accrued expenses
    
    
    (36,366
    )
    
    
    118,574Decrease in accounts receivable
    
    
    1,263
    
    
    
    Increase in deferred costs
    
    
    (6,620
    )
    
    
    Increase in prepaid expenses
    
    
    (366
    )
    
    
    (126
    )Net cash (used in) provided by operating
activities
    
    $
    (78,697
    )
    
    $
    595,379
 See notes to financial statements.




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SOUTHEAST ACQUISITIONS II, LP
   
 A.
    
    ACCOUNTING POLICIES
  B.
    
    RELATED PARTY TRANSACTIONS
  2005
    
    2004Reimbursements
    
    $
    1,357
    
    
    $
    1,553Commissions
    
    
    -0-
    
    
    
    69,650