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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form 10-Q


| |  |   |  |                                                                                                                                                          
| |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2003.                    
| |  |   |  |                                                                                                                                                          
| |  | o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2003 TO JUNE 30, 2003.

Commission File number: 0-17680 (formerly 33-20255)

SOUTHEAST ACQUISITIONS II, L.P.

---

(Exact name of registrant)


|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|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 x                      No o





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TABLE OF CONTENTS



|                                              |  |  |  |  |  |  |  | 
|--------------------------------------------- |  |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION               
|PART II  OTHER INFORMATION                  
|SIGNATURE                                    
|BALANCE SHEETS                               
|STATEMENTS OF OPERATIONS AND PARTNERS EQUITY
|STATEMENTS OF CASH FLOWS                     
|NOTES TO FINANCIAL STATEMENTS                
|Ex-31.1 Section 302 Certifications           
|Ex-32.1 Section 906 Certifications           



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PART I  FINANCIAL INFORMATION

Item 1  Financial Statements

The unaudited financial statements of Southeast Acquisitions II, L.P. (the
Partnership) at June 30, 2003 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, 2003 there remains approximately 45 acres of Rutherford
County, Tennessee property.

Results of Operations for Second Quarter of 2003 Compared with Second Quarter of 2002

The Partnership activities for the second quarter of 2003 and the second
quarter of 2002 were focused on the sale of Partnership property. There were
no sales in the second quarter of 2003 or the second quarter of 2002. Income
during the second quarter of 2003 consisted of interest income of $621 as
compared to $581 of interest earned in the second quarter of 2002. The
increase in interest earned during the second quarter of 2003 compared to the
same quarter of 2002 is the result of moving the cash reserve to a higher yield
account prior to year ending 2002.

Expenses in the second quarter of 2003 included general and administrative
expenses of $5,662 versus $7,931 in the second quarter of 2002. The decrease
was primarily due to a decrease in legal fees. During the second quarter of
2002 the Partnership paid legal fees for the review and discussion of a rock
removal agreement and a proposed contract to sell a fractional acre for a
roadway easement on the Rutherford County, Tennessee property. There were no
such fees in the second quarter of 2003. In addition, the Partnership paid $400
for the second quarter 2003 estimated Tennessee franchise and excise taxes, the
same amount that was paid in the second quarter of 2002. Real estate taxes in
the second quarter of 2003 were $23 compared with $25 in the second quarter of
2002. Insurance in the second quarter of 2002 was $58, the same amount that
was paid in the second quarter of 2002. During the second quarter of 2003, as
in 2002, the Partnership paid $100 for Delaware franchise and excise tax.

Inflation did not have any material impact on operations during 2003 and
it is not expected to materially impact future operations.





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Liquidity and Capital Resources

The Partnership had cash reserves of $153,341 at June 30, 2003, which will
be used to cover the following estimated annual costs: accounting fees of
$16,500, legal fees of $5,000, insurance costs of $230, property taxes of $94,
Tennessee franchise taxes of $1,600 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 2003.

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.





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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 2003.

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 Number
|                |  |                                                                                                               |  |            
|31.1            |  | 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. SorensonRichard W. Sorenson |  | President,
Southern Management
Group, LLC |  | August 12, 2003



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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




BALANCE SHEETS

|                                      |                                            |                                  |         |         |             |   |              |         |  |  | 
|------------------------------------- | ------------------------------------------ | -------------------------------- | ------- | ------- | ----------- | - | ------------ | ------- |  |  | 
|                                      |                                            |                                  |         |         | JUNE 30,    |   |              |         | 
|                                      |                                            |                                  |         |         | 2003        |   | DECEMBER 31,
|                                      |                                            |                                  |         |         | (Unaudited) |   | 2002        
|                                      |                                            |                                  |         |         |             |   |             
|                                      |                                            |                                  | ASSETS  |         |             |   |              |         |  |  | 
|Land held for sale                    |                                            | $                                | 369,365 |         |             | $ | 369,365      |        
|Cash and cash equivalents             |                                            |                                  | 153,341 |         |             |   | 176,824      |        
|Accounts receivable                   |                                            |                                  | 734     |         |             |   | 734          |        
|Prepaid insurance                     |                                            |                                  | 115     |         |             |   |             |        
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            | $                                | 523,555 |         |             | $ | 546,923      |        
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            | LIABILITIES AND PARTNERS EQUITY |         |         |             |   |              |         |  | 
|Accounts payable and accrued expenses |                                            | $                                | 7,898   |         |             | $ | 19,630       |        
|Partners equity:                     |                                            |                                  |         |         |             |   |              |        
|                                      | General partner                            |                                  |         | 48,150  |             |   |              | 48,267  | 
|                                      | Limited partners (9,650 units outstanding) |                                  |         | 467,507 |             |   |              | 479,026 | 
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            |                                  | 515,657 |         |             |   | 527,293      |        
|                                      |                                            |                                  |         |         |             |   |              |        
|                                      |                                            | $                                | 523,555 |         |             | $ | 546,923      |        
|                                      |                                            |                                  |         |         |             |   |              |        

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 MONTHS
|                                                                 |                                  |   | ENDED JUNE 30        |       | ENDED JUNE 30     
|                                                                 |                                  |   |                      |       |                   
|                                                                 |                                  |   | 2003                 |       | 2002               |   | 2003    |       | 2002
|                                                                 |                                  |   |                      |       |                    |   |         |       |     
|REVENUES:                                                        |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|                                                                 | Interest income                  |   | $                    | 621   |                    |   | $       | 581   |      |   | $       | 1,306  |  |   | $       | 1,170  | 
|                                                                 |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|EXPENSES:                                                        |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|                                                                 | General and administrative       |   |                      | 5,662 |                    |   |         | 7,931 |      |   |         | 11,722 |  |   |         | 15,363 | 
|                                                                 | Management fee                   |   |                      |      |                    |   |         |      |      |   |         |       |  |   |         |       | 
|                                                                 | Real estate taxes                |   |                      | 23    |                    |   |         | 25    |      |   |         | 46     |  |   |         | 50     | 
|                                                                 | Insurance                        |   |                      | 58    |                    |   |         | 58    |      |   |         | 115    |  |   |         | 115    | 
|                                                                 | Delaware franchise & excise tax  |   |                      | 100   |                    |   |         | 100   |      |   |         | 100    |  |   |         | 100    | 
|                                                                 | Tennessee franchise & excise tax |   |                      | 400   |                    |   |         | 400   |      |   |         | 959    |  |   |         | 400    | 
|                                                                 |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|                                                                 |                                  |   | 6,243                |       |                    |   | 8,514   |       |      |   | 12,942  |        |  |   | 16,028  |       
|                                                                 |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|NET INCOME (LOSS)                                                |                                  |   | (5,622               | )     |                    |   | (7,933  | )     |      |   | (11,636 | )      |  |   | (14,858 | )     
|Partners equity,
Beginning of period                            |                                  |   | 521,279              |       |                    |   | 453,789 |       |      |   | 527,293 |        |  |   | 460,714 |       
|Capital distribution                                             |                                  |   |                     |       |                    |   |        |       |      |   |        |        |  |   |        |       
|                                                                 |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|Partners equity,
End of period                                  |                                  | $ | 515,657              |       |                    | $ | 445,856 |       |      | $ | 515,657 |        |  | $ | 445,856 |       
|                                                                 |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|Weighted average number
of limited partnership
units outstanding |                                  |   | 9,650                |       |                    |   | 9,650   |       |      |   | 9,650   |        |  |   | 9,650   |       
|                                                                 |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       
|Income (loss) from operations
per limited partnership
interest   |                                  | $ | (0.58                | )     |                    | $ | (0.82   | )     |      | $ | (1.21   | )      |  | $ | (1.54   | )     
|                                                                 |                                  |   |                      |       |                    |   |         |       |      |   |         |        |  |   |         |       

See notes to financial statements.





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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




STATEMENTS OF CASH
FLOWS


(UNAUDITED)


|                                                                     |                                                                             |                                                   |         |                    |         |      |         |         |         |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------- | ------- | ------------------ | ------- | ---- | ------- | ------- | ------- | -
|                                                                     |                                                                             |                                                   |         | FOR THE SIX MONTHS
|                                                                     |                                                                             |                                                   |         | ENDED JUNE 30     
|                                                                     |                                                                             |                                                   |         |                   
|                                                                     |                                                                             |                                                   |         | 2003               |         | 2002
|                                                                     |                                                                             |                                                   |         |                    |         |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                |                                                                             |                                                   |         |                    |         |      |         |        
|                                                                     | Interest income received                                                    |                                                   | $       | 1,306              |         |      | $       | 1,170   |        
|                                                                     | Cash paid for operating expenses                                            |                                                   |         | (24,789            | )       |      |         | (56,205 | )      
|                                                                     |                                                                             |                                                   |         |                    |         |      |         |        
|                                                                     |                                                                             | Net cash used in
operating activities             |         |                    | (23,483 | )    |         |         | (55,035 | )
|Cash, beginning of period                                            |                                                                             |                                                   | 176,824 |                    |         |      | 137,633 |        
|                                                                     |                                                                             |                                                   |         |                    |         |      |         |        
|Cash, end of period                                                  |                                                                             | $                                                 | 153,341 |                    |         | $    | 82,598  |        
|                                                                     |                                                                             |                                                   |         |                    |         |      |         |        
|RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES: |                                                                             |                                                   |         |                    |         |      |         |        
|                                                                     | Net loss                                                                    |                                                   | $       | (11,636            | )       |      | $       | (14,858 | )      
|                                                                     | Adjustments to reconcile net loss to net
cash used in operating activities: |                                                   |         |                    |         |      |         |         |        
|                                                                     |                                                                             | Decrease in accounts payable and accrued expenses |         |                    | (11,732 | )    |         |         | (39,987 | )
|                                                                     |                                                                             | Increase in prepaid expenses                      |         |                    | (115    | )    |         |         | (115    | )
|                                                                     |                                                                             | Increase in accounts receivable                   |         |                    |        |      |         |         | (75     | )
|                                                                     |                                                                             |                                                   |         |                    |         |      |         |        
|                                                                     |                                                                             | Net cash used in operating
activities             |         | $                  | (23,483 | )    |         | $       | (55,035 | )
|                                                                     |                                                                             |                                                   |         |                    |         |      |         |        

See notes to financial statements.





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SOUTHEAST ACQUISITIONS II, L.P.
(A Limited Partnership)




NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2003
(Unaudited)

A.      ACCOUNTING POLICIES



| |  | The 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, 2002. 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, 2003 may
not be indicative of the results that may be expected for the year ending
December 31, 2003.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.      RELATED PARTY TRANSACTIONS



| |  | The 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:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|               |  |      |     |      |  |   |     | 
|-------------- |  | ---- | --- | ---- |  | - | --- | 
|               |  | 2003 |     | 2002
|               |  |      |     |     
|Reimbursements |  | $    | 811 |      |  | $ | 965 |