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UNITED STATES
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, 2006.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2006 TO JUNE 30, 2006.
 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)4011 Armory Oaks DriveNashville, Tennessee 37204(Address of Principal Executive Offices)
 615-834-0872
 o x
 o o x
 x o




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONPART II  OTHER INFORMATIONSIGNATURENOTES TO FINANCIAL STATEMENTSBALANCE SHEETSSTATEMENTS OF OPERATIONS AND PARTNERS EQUITYSTATEMENTS OF CASH FLOWSEX-31.1 SECTION 302 CERTIFICATIONSEX-32.1 SECTION 906 CERTIFICATIONS    Table of Contents  
     Background
  Results of Operations for 2006 Compared with 2005




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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.
 Table of Contents
 Signature
  Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    President and Chief Executive Officer
of Southern Management Group, LLC
    
    August 10, 2006Richard W. Sorenson




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SIGNATURE
  Signature
    
    Title
    
    Date/s/ Richard W. Sorenson

Richard W. Sorenson
    
    President,
Southern Management
Group, LLC
    
    August 10, 2006




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SOUTHEAST ACQUISITIONS II, LP




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EXHIBIT A
 SOUTHEAST ACQUISITIONS II, LP
 
 BALANCE SHEETS
 JUNE 30,2006
    
    
    DECEMBER 31,(Unaudited)
    
    
    2005ASSETSLand held for sale
    
    $
    448,460
    
    
    $
    448,460Cash and cash equivalents
    
    
    10,551
    
    
    
    609,731Escrows and other receivables
    
    
    50,000
    
    
    
    230,000Prepaid expenses
    
    
    8,555
    
    
    
    24$
    517,566
    
    
    $
    1,288,215LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expenses
    
    
    15,139
    
    
    
    71,922Deferred revenue
    
    
    50,000
    
    
    
    555,739Partners equity:General partner
    
    
    58,229
    
    
    
    55,390Limited partners (9,650 units outstanding)
    
    
    394,198
    
    
    
    605,164452,427
    
    
    
    660,554$
    517,566
    
    
    $
    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 MONTHS
    
    
    FOR THE SIX MONTHSENDED JUNE 30
    
    
    ENDED JUNE 302006
    
    
    2005
    
    
    2006
    
    
    2005REVENUES:Gain on sale of land
    
    $
    (310
    )
    
    $
    
    
    
    $
    328,354
    
    
    $
    Interest income
    
    
    45
    
    
    
    16
    
    
    
    781
    
    
    
    81Other income
    
    
    
    
    
    
    
    
    
    
    734
    
    
    
    (265
    )
    
    
    16
    
    
    
    329,869
    
    
    
    81EXPENSES:General and administrative
    
    
    11,054
    
    
    
    17,948
    
    
    
    27,885
    
    
    
    24,885Real estate taxes
    
    
    401
    
    
    
    403
    
    
    
    801
    
    
    
    806Insurance
    
    
    87
    
    
    
    12
    
    
    
    105
    
    
    
    12Delaware franchise & excise tax
    
    
    304
    
    
    
    200
    
    
    
    304
    
    
    
    200Tennessee franchise & excise tax
    
    
    7,901
    
    
    
    325
    
    
    
    16,751
    
    
    
    (340
    )19,747
    
    
    
    18,888
    
    
    
    45,846
    
    
    
    25,563NET (LOSS) INCOME
    
    
    (20,012
    )
    
    
    (18,872
    )
    
    
    284,023
    
    
    
    (25,482
    )Partners equity,Beginning of period
    
    
    472,439
    
    
    
    474,392
    
    
    
    660,554
    
    
    
    481,002Capital distribution
    
    
    
    
    
    
    
    
    
    
    (492,150
    )
    
    
    Partners equity,End of period
    
    $
    452,427
    
    
    $
    455,520
    
    
    $
    452,427
    
    
    $
    455,520Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650(Loss) income from operations
per limited partnership
interest
    
    $
    (2.07
    )
    
    $
    (1.96
    )
    
    $
    29.43
    
    
    $
    (2.64
    )
 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 302006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Cash received from escrow agent related to sale of land
    
    $
    180,000
    
    
    $
    Interest income received
    
    
    781
    
    
    
    81Other income received
    
    
    734
    
    
    
    Cash received from roll back tax reimbursement
    
    
    
    
    
    
    1,263Cash received for Tenesse franchise & excise tax refund
    
    
    26,483
    
    
    
    Cash paid for Tennessee franchise & excise tax
    
    
    (85,889
    )
    
    
    (38,000
    )Cash paid to suppliers and service providers
    
    
    (229,139
    )
    
    
    (35,269
    )Net cash used in operating activities
    
    
    (107,030
    )
    
    
    (71,925
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions paid to limited partners
    
    
    (492,150
    )
    
    
    Increase in cash overdraft
    
    
    
    
    
    
    279Net decrease in cash
    
    
    (599,180
    )
    
    
    (71,646
    )Cash, beginning of period
    
    
    609,731
    
    
    
    71,646Cash, end of period
    
    $
    10,551
    
    
    $
    RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
USED IN OPERATING ACTIVITIES:Net income (loss)
    
    $
    284,023
    
    
    $
    (25,482
    )Adjustments to reconcile net income (loss) to net
cash used in operating activities:Decrease in accounts payable and accrued expenses
    
    
    (56,783
    )
    
    
    (46,997
    )Increase in accounts receivable
    
    
    
    
    
    
    1,263Decrease in deferred revenue
    
    
    (505,739
    )
    
    
    Decrease in cash in escrow
    
    
    180,000
    
    
    
    Decrease (Increase) in prepaid expenses
    
    
    (8,531
    )
    
    
    (709
    )Net cash used in operating activities
    
    $
    (107,030
    )
    
    $
    (71,925
    )
 See notes to financial statements.