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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 SEPTEMBER 30, 2002.                    
| |  |      |  |                                                                                                                                                               
| |  | [  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2002 TO SEPTEMBER 30, 2002.

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          |  | (I.R.S. Employer Identification No.)
|incorporation or organization)           |  |                                     
|                                         |  |                                     
|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 [   ]





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|                                              |  |  |  |  |  |  |  | 
|--------------------------------------------- |  |  |  |  |  |  |  | 
|SIGNATURE                                    
|BALANCE SHEETS                               
|STATEMENTS OF OPERATIONS AND PARTNERS EQUITY
|STATEMENTS OF CASH FLOWS                     
|NOTES TO FINANCIAL STATEMENTS                
|Section 906 Certification of the CEO and CFO 



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##### 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, 2002 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, 2002, there remains approximately 46 acres of
Rutherford County, Tennessee property.

Results of Operations for Third Quarter of 2002 Compared with Third
Quarter of 2001

The Partnership activities for the third quarter of 2002 and the third
quarter of 2001 were focused on the sale of Partnership property. During the
third quarter of 2002, as in 2001, there were no sales. However, the
Partnership did receive interest income of $614 as compared to $1,180 of
interest earned in the third quarter of 2001. The decrease in interest earned
is a result of having a lower average cash reserve during the third quarter of
2002 compared to the same quarter of 2001. In the third quarter of 2001 the
Partnership received other income of $100 as independent consideration for the
Partnerships willingness to execute a sales agreement. There were no such fees
received during the third quarter of 2002.

On August 2, 2002, the Partnership executed a contract to sell a
fractional acre for a roadway easement on the Rutherford County, Tennessee
Property. This sale closed on October 25, 2002 for a sales price of $112,385.
The $97,794 gain from this sale will be recognized in the fourth quarter of
2002. On October 21, 2002, the Partnership executed a contract to sell all of
the remaining land. This sale could close as early as March 2003. However,
the contract allows for two extensions, which could extend the closing to as
late as September 2003. The sales price varies from $121,968 per acre to
$130,680 per acre, depending upon when the sale takes place. However, contract
contingencies could allow the purchaser to terminate the agreement. There can
be no assurance that this transaction will close.

Expenses in the third quarter of 2002 included general and administrative
expenses of $6,080 versus $3,987 in the third quarter of 2001. The increase
was primarily due to legal fees for the review and discussion of a rock removal agreement and a proposed contract to
sell a fractional





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acre for a roadway easement on the Rutherford County,
Tennessee Property. There were no such fees in the third quarter of 2001. In
addition, the Partnership paid $136 for the third quarter 2002 estimated
Tennessee franchise and excise taxes, as compared to $857 paid for the same
quarter in 2001. Real estate taxes in the third quarter of 2002 were $21
compared to $22 in the third quarter of 2001. Insurance in the third quarter of
2002 was $57 compared to $17 in the third quarter of 2001.

Inflation did not have any material impact on operations during the third
quarter of 2002, and it is not expected to materially impact future operations.

Liquidity and Capital Resources

The Partnership has cash reserves of $80,452 at September 30, 2002, which
will be used to cover the following estimated costs: accounting fees of
$15,800, legal fees of $5,000, insurance costs of $230, property taxes of $100,
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) and 15d-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 (including its consolidated subsidiaries)
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 2002.

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 2002.





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Item 5  Other Information

None

Item 6  Exhibits and Reports on Form 8-K

Reports on Form 8-K

None

Exhibits (numbered in accordance with Item 601 of Regulation S-K)

|                |  |                                                                                                                        | 
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------- | 
|Exhibit Numbers |  | Description                                                                                                            | 
|                |  |                                                                                                                        | 
|99.1            |  | 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 persons on behalf of the
Registrant and in the capacities and on the date indicated.

|                                           |  |                                        |  |                  
|------------------------------------------ |  | -------------------------------------- |  | -----------------
|Signature                                  |  | Title                                  |  | Date             
|                                           |  |                                        |  |                  
|                                          
|/s/ Richard W. SorensonRichard W. Sorenson |  | Member,
Southern Management
Group, LLC |  | November 12, 2002





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CERTIFICATION

I, Richard W. Sorenson, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Southeast
Acquisitions II, L.P.

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions);



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|                         |  |                                                                                          
|------------------------ |  | -----------------------------------------------------------------------------------------
|Dated: November 14, 2002 |  | /s/ Richard W. Sorenson[signature]                                                       
|                        
|                         |  | Richard W. Sorenson,
Principal Executive Officer &
Member,
Southern Management Group, LLC





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CERTIFICATION

I, Laura E. Ristvedt, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Southeast
Acquisitions II, L.P.

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions);



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|                         |  |                                                
|------------------------ |  | -----------------------------------------------
|Dated: November 14, 2002 |  | /s/ Laura E. Ristvedt,[signature]              
|                        
|                         |  | Laura E. Ristvedt,
Principal Financial Officer,





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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




BALANCE SHEETS

|                                      |                                            |                                  |         |         |               |   |              |         |  |  | 
|------------------------------------- | ------------------------------------------ | -------------------------------- | ------- | ------- | ------------- | - | ------------ | ------- |  |  | 
|                                      |                                            |                                  |         |         | SEPTEMBER 30, |   |              |         | 
|                                      |                                            |                                  |         |         | 2002          |   | DECEMBER 31,
|                                      |                                            |                                  |         |         | (Unaudited)   |   | 2001        
|                                      |                                            |                                  |         |         |               |   |             
|                                      |                                            |                                  | ASSETS  |         |               |   |              |         |  |  | 
|Land held for sale                    |                                            | $                                | 372,717 |         |               | $ | 372,717      |        
|Cash and cash equivalents             |                                            |                                  | 80,452  |         |               |   | 137,633      |        
|Accounts receivable                   |                                            |                                  | 0       |         |               |   |             |        
|Prepaid insurance                     |                                            |                                  | 58      |         |               |   |             |        
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            | $                                | 453,227 |         |               | $ | 510,350      |        
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            | LIABILITIES AND PARTNERS EQUITY |         |         |               |   |              |         |  | 
|Accounts payable and accrued expenses |                                            | $                                | 13,051  |         |               | $ | 49,636       |        
|Partners equity:                     |                                            |                                  |         |         |               |   |              |        
|                                      | General partner                            |                                  |         | 47,395  |               |   |              | 47,601  | 
|                                      | Limited partners (9,650 units outstanding) |                                  |         | 392,781 |               |   |              | 413,113 | 
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            |                                  | 440,176 |         |               |   | 460,714      |        
|                                      |                                            |                                  |         |         |               |   |              |        
|                                      |                                            | $                                | 453,227 |         |               | $ | 510,350      |        
|                                      |                                            |                                  |         |         |               |   |              |        

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 MONTHS
|                                                                 |                                         |   | ENDED SEPTEMBER 30   |         | ENDED SEPTEMBER 30 
|                                                                 |                                         |   |                      |         |                    
|                                                                 |                                         |   | 2002                 |         | 2001                |   | 2002   |         | 2001
|                                                                 |                                         |   |                      |         |                     |   |        |         |     
|REVENUES:                                                        |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | Gain on sale of land                    |   | $                    |        |                     |   | $      |        |      |   | $       |        |  |   | $          | 1,918,254 | 
|                                                                 | Extension fee income                    |   |                      |        |                     |   |        |        |      |   |         |        |  |   |            | 60,300    | 
|                                                                 | Interest income related to sale of land |   |                      |        |                     |   |        |        |      |   |         |        |  |   |            | 12,246    | 
|                                                                 | Interest income                         |   |                      | 614     |                     |   |        | 1,180   |      |   |         | 1,784   |  |   |            | 16,986    | 
|                                                                 | Other income                            |   |                      |        |                     |   |        | 100     |      |   |         |        |  |   |            | 100       | 
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|                                                                 |                                         |   | 614                  |         |                     |   | 1,280  |         |      |   | 1,784   |         |  |   | 2,007,886  |          
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|EXPENSES:                                                        |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | General and administrative              |   |                      | 6,080   |                     |   |        | 3,987   |      |   |         | 21,443  |  |   |            | 17,816    | 
|                                                                 | Management fee                          |   |                      |        |                     |   |        |        |      |   |         |        |  |   |            |          | 
|                                                                 | Real estate taxes                       |   |                      | 21      |                     |   |        | 22      |      |   |         | 71      |  |   |            | 64        | 
|                                                                 | Insurance                               |   |                      | 57      |                     |   |        | 17      |      |   |         | 172     |  |   |            | 53        | 
|                                                                 | Delaware franchise & excise tax         |   |                      |        |                     |   |        |        |      |   |         | 100     |  |   |            | 100       | 
|                                                                 | Tennessee franchise & excise tax        |   |                      | 136     |                     |   |        | 857     |      |   |         | 536     |  |   |            | 44,420    | 
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|                                                                 |                                         |   | 6,294                |         |                     |   | 4,883  |         |      |   | 22,322  |         |  |   | 62,453     |          
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|NET INCOME (LOSS)                                                |                                         |   | (5,680               | )       |                     |   | (3,603 | )       |      |   | (20,538 | )       |  |   | 1,945,433  |          
|Partners equity,                                                |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | Beginning of period                     |   |                      | 445,856 |                     |   |        | 470,778 |      |   |         | 460,714 |  |   |            | 1,030,742 | 
|Capital distribution                                             |                                         |   |                     |         |                     |   |       |         |      |   |        |         |  |   | (2,509,000 | )        
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|Partners equity,                                                |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|                                                                 | End of period                           |   | $                    | 440,176 |                     |   | $      | 467,175 |      |   | $       | 440,176 |  |   | $          | 467,175   | 
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|Weighted average number
of limited partnership
units outstanding |                                         |   | 9,650                |         |                     |   | 9,650  |         |      |   | 9,650   |         |  |   | 9,650      |          
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          
|Income (loss) from operations
per limited partnership
interest   |                                         | $ | (0.59                | )       |                     | $ | (0.37  | )       |      | $ | (2.13   | )       |  | $ | 201.60     |          
|                                                                 |                                         |   |                      |         |                     |   |        |         |      |   |         |         |  |   |            |          

See notes to financial statements.





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##### Table of Contents



EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP




STATEMENTS OF CASH FLOWS


(UNAUDITED)


|                                                                                            |                                                                                                    |                                                                 |         |                     |         |      |         |            |            |  
|------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------- | ------------------- | ------- | ---- | ------- | ---------- | ---------- | -
|                                                                                            |                                                                                                    |                                                                 |         | FOR THE NINE MONTHS
|                                                                                            |                                                                                                    |                                                                 |         | ENDED SEPTEMBER 30 
|                                                                                            |                                                                                                    |                                                                 |         |                    
|                                                                                            |                                                                                                    |                                                                 |         | 2002                |         | 2001
|                                                                                            |                                                                                                    |                                                                 |         |                     |         |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |                                                                                                    |                                                                 |         |                     |         |      |         |           
|                                                                                            | Proceeds from sale of land, net of previously escrowed cash                                        |                                                                 | $       |                    |         |      | $       | 2,305,720  |           
|                                                                                            | Extension fees received                                                                            |                                                                 |         |                    |         |      |         | 60,300     |           
|                                                                                            | Interest income received                                                                           |                                                                 |         | 1,784               |         |      |         | 92,154     |           
|                                                                                            | Other income received                                                                              |                                                                 |         |                    |         |      |         | 100        |           
|                                                                                            | Cash paid for operating expenses                                                                   |                                                                 |         | (58,965             | )       |      |         | (30,530    | )         
|                                                                                            |                                                                                                    |                                                                 |         |                     |         |      |         |           
|                                                                                            |                                                                                                    | Net cash (used in) provided by
operating activities             |         |                     | (57,181 | )    |         |            | 2,427,744  |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |                                                                                                    |                                                                 |         |                     |         |      |         |           
|                                                                                            | Distribution to limited partners                                                                   |                                                                 |         |                    |         |      |         | (2,509,000 | )         
|                                                                                            |                                                                                                    |                                                                 |         |                     |         |      |         |           
|                                                                                            |                                                                                                    | Decrease in cash                                                |         |                     | (57,181 | )    |         |            | (81,256    | )
|Cash, beginning of period                                                                   |                                                                                                    |                                                                 | 137,633 |                     |         |      | 219,224 |           
|                                                                                            |                                                                                                    |                                                                 |         |                     |         |      |         |           
|Cash, end of period                                                                         |                                                                                                    | $                                                               | 80,452  |                     |         | $    | 137,968 |           
|                                                                                            |                                                                                                    |                                                                 |         |                     |         |      |         |           
|RECONCILIATION OF NET (LOSS) INCOME TO NET CASH (USED IN)
PROVIDED BY OPERATING ACTIVITIES: |                                                                                                    |                                                                 |         |                     |         |      |         |           
|                                                                                            | Net (loss) income                                                                                  |                                                                 | $       | (20,538             | )       |      | $       | 1,945,433  |           
|                                                                                            | Adjustments to reconcile net (loss) income
to net cash (used in) provided by
operating activities: |                                                                 |         |                     |         |      |         |            |           
|                                                                                            |                                                                                                    | Gain on sale of land                                            |         |                     |        |      |         |            | (1,918,254 | )
|                                                                                            |                                                                                                    | Net proceeds from sale of land, net of previously
escrowed cash |         |                     |        |      |         |            | 2,305,720  |  
|                                                                                            |                                                                                                    | (Decrease) increase in accounts payable and
accrued expenses    |         |                     | (36,585 | )    |         |            | 32,016     |  
|                                                                                            |                                                                                                    | Increase in prepaid expenses                                    |         |                     | (58     | )    |         |            | (18        | )
|                                                                                            |                                                                                                    | Decrease in interest and other receivables                      |         |                     |        |      |         |            | 62,847     |  
|                                                                                            |                                                                                                    |                                                                 |         |                     |         |      |         |           
|                                                                                            |                                                                                                    | Net cash (used in) provided by operating
activities             |         | $                   | (57,181 | )    |         | $          | 2,427,744  |  
|                                                                                            |                                                                                                    |                                                                 |         |                     |         |      |         |           

See notes to financial statements.





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##### Table of Contents



SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership)




NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2002
(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, 2001. 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, 2002 may not be indicative of the results
that may be expected for the year ending December 31, 2002.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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 nine months were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|               |  |      |       |      |  |   |         | 
|-------------- |  | ---- | ----- | ---- |  | - | ------- | 
|               |  | 2002 |       | 2001
|               |  |      |       |     
|Reimbursements |  | $    | 1,359 |      |  | $ | 1,169   | 
|Commissions    |  | $    | -0-   |      |  | $ | 261,405 |