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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, 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 MARCH 31, 2005.
 Commission File number: 0-17680 (formerly 33-20255) SOUTHEAST ACQUISITIONS
II,
L.P.   Delaware
    
    23-2498841(State or other jurisdiction ofincorporation or organization)
    
    (I.R.S. Employer Identification No.)3011 Armory Drive, Suite 310Nashville, Tennessee 37204(Address of Principal Executive Offices)
 Issuers 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 Rule12-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 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  
 PART I  FINANCIAL INFORMATION 
 Item 1  Financial Statements The unaudited financial statements of Southeast Acquisitions II, L.P. (the Partnership) at
March 31, 2005 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. There can be no assurance that the Partnerships objectives will be realized. At March
31, 2005 there remains approximately 43 acres of Rutherford County, Tennessee property. Results of Operations for First Quarter of 2005 Compared with First Quarter of 2004 The Partnership activities for the first quarter of 2005 and the first quarter of 2004 were
focused on the sale of Partnership property. The Partnership had no sales of property in the first
quarter of 2005 or in the first quarter of 2005. During the first quarter of 2005, the Partnership
entered into a sales contract to sell approximately 37 acres of its Rutherford County, Tennessee
Property. The sales price is dependant on the closing date of the sale. If the sale occurs within
210 days of the contract date of the sale, which is February 23rd, 2005, the sales price
is $170,000 per acre. If the sale occurs within 360 days of the contract date the sales price is
$180,000 per acre and if the sale occurs within 420 days of the contract date the sales price is
$190,000 per acre. This sale could close as early as September, 2005, but there are contingencies
that could allow the purchaser to terminate the agreement. There can be no assurance that this
transaction will close. In the first quarter of 2005, the Partnership earned interest income of
$65 as compared to $242 of interest earned in the first quarter of 2004. The decrease in interest
earned is a result of having a lower average cash reserve during the quarter compared to the same
quarter of 2004. Expenses in the first quarter of 2005 included general and administrative expenses of $6,937
versus $8,594 in the first quarter of 2004. The 2004 amount includes $1,284 paid for a land title
survey associated with a sales contract that was signed during the same quarter. There was no such
fee in the first quarter of 2005. The Partnership had Tennessee franchise and excise taxes of
$(665) in the first quarter of 2005 as compared to $(103) in the same quarter of 2004. The
Partnership expensed $325 for quarterly taxes in the first quarter of 2005, but also had to adjust
for an over-accrual of taxes of $(990) from the prior year. The Partnership paid $297 for
quarterly taxes in the first quarter of 2004, but also had to adjust for an over-accrual of taxes
of $(400) from the prior year. Real estate taxes in the first quarter of 2005 were $403 compared
to $426 in the first quarter of 2004. There was no insurance in the first quarter 2005 as compared
to insurance in the first quarter of 2004, which was $72. Inflation did not have any material impact on operations during the first quarter of 2005 and
it is not expected to materially impact future operations. Liquidity and Capital Resources Cash generated by operating activities varies from quarter to quarter based on the level of
land sale activity. The Partnership had cash reserves of $9,884 at March 31, 2005. At March 31,
2005, the partnership




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estimated its annual costs as follows: accounting fees of $21,000, legal fees of $5,000,
insurance costs of $211, property taxes of $1,613, Tennessee franchise and excise taxes of $1,300
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, 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, or if the
Partnership decides to construct infrastructure improvements to enhance the marketability of the
Property, 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. Critical Accounting Policies The Partnerships financial statements are presented in conformity with accounting principles
generally accepted in the United States of America. The Partnership was scheduled to terminate on
December 31, 2000 and is continuing to operate in liquidation mode. No adjustments are necessary
to present the Partnerships financial statements on the liquidation basis of accounting. Land is
carried at the lower of cost or fair value, less estimated cost to sell. Sales of land are
recognized upon the closing of an enforceable sales contract and the Partnerships execution of its
obligations under the contract. 
 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 first quarter of 2005. 
 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 first quarter of 2005.




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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 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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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,
    
    May 13, 2005Richard W. Sorenson
    
    Southern ManagementGroup, LLC




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EXHIBIT A SOUTHEAST ACQUISITIONS II, LP BALANCE SHEETS MARCH 31,2005
    
    
    DECEMBER 31,(Unaudited)
    
    
    2004ASSETSLand held for sale
    
    $
    467,102
    
    
    $
    467,102Cash and cash equivalents
    
    
    9,884
    
    
    
    71,646Escrows and other receivables
    
    
    3,912
    
    
    
    1,263Prepaid
expenses
    
    
    3,466
    
    
    
    $
    484,364
    
    
    $
    540,011LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expenses
    
    $
    9,972
    
    
    $
    59,009Partners equity:General partner
    
    
    53,528
    
    
    
    53,594Limited partners (9,650 units outstanding)
    
    
    420,864
    
    
    
    427,408474,392
    
    
    
    481,002$
    484,364
    
    
    $
    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 MONTHSENDED MARCH 312005
    
    
    2004REVENUES:Interest income
    
    $
    65
    
    
    $
    242EXPENSES:General and administrative
    
    
    6,937
    
    
    
    8,594Real estate taxes
    
    
    403
    
    
    
    426Insurance
    
    
    
    
    
    
    72Tennessee franchise and excise tax
    
    
    (665
    )
    
    
    (103
    )6,675
    
    
    
    8,989NET INCOME (LOSS)
    
    
    (6,610
    )
    
    
    (8,747
    )Partners equity,Beginning of period
    
    
    481,002
    
    
    
    478,862Capital distribution
    
    
    
    
    
    
    Partners equity,End of period
    
    $
    474,392
    
    
    $
    470,115Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650Income (loss) from operations
per limited partnership
interest
    
    $
    (0.68
    )
    
    $
    (0.91
    )
 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 312005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Interest income received
    
    
    65
    
    
    
    242Cash paid for Tennessee franshise & excise tax
    
    
    (38,000
    )
    
    
    Cash paid for operating expenses
    
    
    (23,827
    )
    
    
    (19,222
    )Net cash used in
operating activities
    
    
    (61,762
    )
    
    
    (18,980
    )Cash, beginning of period
    
    
    71,646
    
    
    
    128,583Cash, end of period
    
    $
    9,884
    
    
    $
    109,603RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES:Net (loss)
    
    $
    (6,610
    )
    
    $
    (8,747
    )Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:Decrease in accounts payable and accrued expenses
    
    
    (49,037
    )
    
    
    (9,424
    )Increase in accounts receivable
    
    
    (2,649
    )
    
    
    (651
    )Increase in prepaid expenses
    
    
    (3,466
    )
    
    
    (158
    )Net cash (used in) operating
activities
    
    $
    (61,762
    )
    
    $
    (18,980
    )
 See
notes to financial statements.




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SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three Months Ended March 31, 2005
(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, 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 three-month period
ended March 31, 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. Compensation earned for these services in the first three months
were as follows: 2005
    
    
    2004Reimbursements
    
    $
    560
    
    
    $
    675