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SECURITIES AND EXCHANGE COMMISSION   x
    

QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF
1934FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004.o
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM JANUARY 1, 2004 TO SEPTEMBER 30, 2004.
 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 310
Nashville, Tennessee 37204
(Address of Principal Executive Offices) Issuers Telephone Number: 615-834-0872 Indicate by check mark whether the registrant (1) 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 (2) has been subject to such
filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12-b2) Yes o No x




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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-KSIGNATUREBALANCE SHEETSSTATEMENTS OF OPERATIONS AND PARTNERS EQUITYSTATEMENTS OF CASH FLOWSNOTES TO FINANCIAL STATEMENTSEx-31.1 Section 302 Certifications of the CEO & CFOEx-32.1 Section 906 Certifications of the CEO & CFO    Table of Contents  
 PART I - FINANCIAL INFORMATION 
 Item 1 - Financial Statements The unaudited financial statements of Southeast Acquisitions II, L.P. (the
Partnership) at September 30, 2004 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 September 30, 2004, there remains approximately 43 acres of
Rutherford County, Tennessee property. Results of Operations for Third Quarter of 2004 Compared with Third
Quarter of 2003 The Partnership activities for the third quarter of 2004 and the third
quarter of 2003 were focused on the sale of Partnership property. During the
third quarter of 2004 the Partnership sold approximately 1.88 acres of its
Rutherford County, Tennessee Property for a sales price of $995,000. As part
of the contract the Partnership agreed to give the purchaser a $30,000
underground storm detention allowance and a $20,000 landscaping allowance. The
storm detention allowance and landscaping allowance were both credited to the
Purchaser at closing. The Partnership also agreed to pay for site preparation
for the land, which included grading, water and sewer extension and paving.
The cost to the Partnership was $137,384. An additional $113,108 was spent for
road and utility extension next to the site. There were no land sales during
the third quarter of 2003. The Partnership received $538 in interest income
during the third quarter of 2004 as compared to $372 during the same quarter of
2003. The increase in interest earned is a result of having a higher average
cash reserve during the third quarter of 2004 compared to the same quarter of
2003. Expenses in the third quarter of 2004 included general and administrative
expenses of $16,992 versus $23,873 in the third quarter of 2003. The 2003
expenses included professional fees paid to consultants to develop a marketing
plan to subdivide the remaining property in Rutherford County, Tennessee into
14 sites of one to two acre sites. There were no such fees in the third quarter
of 2004. The general and administrative expenses in the third quarter of 2004
included $6,085 in legal fees in the third quarter of 2004 related to the
above mentioned sale. There were no legal fees in the third quarter of 2003.
The Tennessee franchise and excise taxes in the third quarter of 2004 were
$38,710 as compared to $400 paid for the same quarter in 2003. The increase
was due to the taxes due on the above mentioned sale. There were no such sales
during the third quarter of 2003.




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Real estate taxes in the third quarter of 2004 were $6,694 compared to $1,163 in the third quarter of 2003. This increase
was primarily the result of 10.9 acres of land being re-zoned as commercial
property when the connecting property was sold during the third quarter of
2004. The Partnership also had to
pay rollback taxes on this property for years 2002 and 2003. Insurance in the
third quarter of 2004 was $56 compared to $58 in the third quarter of 2003. Inflation did not have any material impact on operations during the third
quarter of 2004, and it is not expected to materially impact future operations. Liquidity and Capital Resources The Partnership has cash reserves of $144,962 at September 30, 2004,
which will be used to cover the following estimated costs: accounting fees of
$16,500, legal fees of $5,000, insurance costs of $230, property taxes of
$1,613, Tennessee franchise taxes of $40,010 and other administrative costs of
$39,000. 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 third
quarter of 2004.




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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 third
quarter of 2004. 
 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 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 persons on behalf of the
Registrant and in the capacities and on the date indicated. Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    Member,
    
    November 10, 2004Southern ManagementRichard W. Sorenson
    
    Group, LLC




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EXHIBIT A SOUTHEAST ACQUISITIONS II, LP 
 BALANCE SHEETS SEPTEMBER 30,2004
    
    DECEMBER 31,(Unaudited)
    
    2003ASSETSLand held for sale
    
    $
    467,102
    
    
    $
    369,365Cash and cash equivalents
    
    
    144,962
    
    
    
    128,583Escrows and other receivables
    
    
    26,997
    
    
    
    734Prepaid insurance
    
    
    126
    
    
    
    $
    639,187
    
    
    $
    498,682LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expenses
    
    $
    138,394
    
    
    $
    19,820Partners equity:General partner
    
    
    53,792
    
    
    
    47,783Limited partners (9,650 units outstanding)
    
    
    447,001
    
    
    
    431,079500,793
    
    
    
    478,862$
    639,187
    
    
    $
    498,682
 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 302004
    
    2003
    
    2004
    
    2003REVENUES:Gain on sale of land
    
    $
    680,216
    
    
    $
    
    
    
    $
    680,216
    
    
    $
    Interest income
    
    
    538
    
    
    
    372
    
    
    
    982
    
    
    
    1,678680,754
    
    
    
    372
    
    
    
    681,198
    
    
    
    1,678EXPENSES:General and administrative
    
    
    16,992
    
    
    
    23,873
    
    
    
    33,352
    
    
    
    35,595Real estate taxes
    
    
    6,694
    
    
    
    1,163
    
    
    
    7,523
    
    
    
    1,210Insurance
    
    
    56
    
    
    
    58
    
    
    
    181
    
    
    
    172Delaware franchise & excise tax
    
    
    
    
    
    
    
    
    
    
    304
    
    
    
    100Tennessee franchise & excise tax
    
    
    38,710
    
    
    
    400
    
    
    
    38,907
    
    
    
    1,35962,452
    
    
    
    25,494
    
    
    
    80,267
    
    
    
    38,436NET INCOME (LOSS)
    
    
    618,302
    
    
    
    (25,122
    )
    
    
    600,931
    
    
    
    (36,758
    )Partners equity,
Beginning of period
    
    
    461,491
    
    
    
    515,657
    
    
    
    478,862
    
    
    
    527,293Capital distribution
    
    
    (579,000
    )
    
    
    
    
    
    
    (579,000
    )
    
    
    Partners equity,
End of period
    
    $
    500,793
    
    
    $
    490,535
    
    
    $
    500,793
    
    
    $
    490,535Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650Income (loss) from operations
per limited partnership
interest
    
    $
    64.07
    
    
    $
    (2.60
    )
    
    $
    62.27
    
    
    $
    (3.81
    )
 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 302004
    
    2003CASH FLOWS FROM OPERATING ACTIVITIES:Proceeds from sale of land, net of escrows of $26,263
    
    $
    815,407
    
    
    $
    Interest income received
    
    
    982
    
    
    
    1,678Cash paid for operating expenses
    
    
    (221,010
    )
    
    
    (45,330
    )Net cash provided by (used in)
operating activities
    
    
    595,379
    
    
    
    (43,652
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distribution to limited partners
    
    
    (579,000
    )
    
    
    Increase (decrease) in cash
    
    
    16,379
    
    
    
    (43,652
    )Cash, beginning of period
    
    
    128,583
    
    
    
    176,824Cash, end of period
    
    $
    144,962
    
    
    $
    133,172RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES:Net income (loss)
    
    $
    600,931
    
    
    $
    (36,758
    )Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:Gain on sale of land
    
    
    (680,216
    )
    
    
    Proceeds from sale of land, net of escrows of $26,263
    
    
    815,407
    
    
    
    Improvements to land
    
    
    (259,191
    )
    
    
    Increase (decrease) in accounts payable and accrued expenses
    
    
    118,574
    
    
    
    (6,836
    )Increase in prepaid expenses
    
    
    (126
    )
    
    
    (58
    )Net cash provided by (used in) operating
activities
    
    $
    595,379
    
    
    $
    (43,652
    )
 See notes to financial statements.




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SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership) 
 NOTES TO FINANCIAL STATEMENTS For the Nine Months Ended September 30, 2004
(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, 2003. 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
nine-months ended September 30, 2004 may not be indicative of the results
that may be expected for the year ending December 31, 2004.  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 nine months were as follows: 2004
    
    2003Reimbursements
    
    $
    1,553
    
    
    $
    1,270Commissions
    
    
    69,650
    
    
    
    -0-