##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION   [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2004.
 [   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM JANUARY 1, 2004 TO MARCH 31, 2004.
 Commission File number: 0-17680 (formerly 33-20255) SOUTHEAST ACQUISITIONS II, L.P.   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)Issuers Telephone Number: 615-834-0872
 Indicate by check mark whether the registrant (a) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (b) has been subject to such
filing requirements for the past 90 days. Yes [X] No
[   ] Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes [   ] No
[X]




---



TABLE OF CONTENTS  PART I - FINANCIAL INFORMATIONItem 1 - Financial StatementsItem 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 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-KSIGNATURENOTES TO FINANCIAL STATEMENTSEX-31.1  SECTION 302 CERTIFICATION OF CEO AND CFOEX-32.1  SECTION 906 CERTIFICATION OF CEO AND 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 March 31, 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 135 acres of undeveloped land in Rutherford County, Tennessee.
There can be no assurance that the Partnerships objectives will be realized.
At March 31, 2004 there remains approximately 45 acres of Rutherford County,
Tennessee property. Results of Operations for First Quarter of 2004 Compared with First
Quarter of 2003 The Partnership activities for the first quarter of 2004 and the first
quarter of 2003 were focused on the sale of Partnership property. The
Partnership had no sales of property in the first quarter of 2004 or in the
first quarter of 2003. During the first quarter of 2004, the Partnership
entered into a sales contract to sell approximately 1.88 acres of its
Rutherford County, Tennessee Property for a sales price of $995,000. As part
of the contract the Partnership has 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 would both be credited to
the Purchaser at closing. This sale could close as early as July 2004, but
there are contingencies that could allow the purchaser to terminate the
agreement. There can be no assurance that this transaction will close. In the
first quarter of 2004, the Partnership earned interest income of $242 as
compared to $685 of interest earned in the first quarter of 2003. The decrease
in interest earned is a result of having a lower average cash reserve during
the quarter compared to the same quarter of 2003. Expenses in the first quarter of 2004 included general and administrative
expenses of $8,594 versus $6,060 in the first quarter of 2003. The 2004 amount
includes $1,284 paid for a land title survey associated with a sales contract
that was signed during the same quarter. There was no such fee in the first
quarter of 2003. There was also a $1,025 increase in the accounting fees in the
first quarter of 2004 as compared to the same quarter of 2003. This is due to
new auditing standards. The Partnership had Tennessee franchise and excise
taxes of $(103) in the first quarter of 2004 as compared to $559 in the same
quarter of 2003. The Partnership paid $297 for quarterly taxes in the first
quarter of 2004, but also had to adjust for an over-accrual of taxes of $(400)
from the prior year. The first quarter of 2003 included $159 for additional
taxes due in relation to the fourth quarter sale of the Rutherford County,
Tennessee Property in 2002 in addition to the quarterly taxes due of $400.
Real estate taxes in the first quarter of 2004 were $426 compared $23 in the
first quarter of 2003. At the time the 2003 first quarter real estate tax
accrual was made, it was not yet known that two parcels of land were being
reclassified as commercial property, which subsequently resulted in higher
taxes. Insurance in the first quarter of 2004 was $72 as compared to $57 for
the same quarter in 2003. Inflation did not have any material impact on operations during the first
quarter of 2004 and it is not
expected to materially impact future operations.




---



##### Table of Contents



Liquidity and Capital Resources The Partnership had cash reserves of $109,603 at March 31, 2004, which
will be used to cover the following estimated annual costs: accounting fees of
$16,500, legal fees of $5,000, insurance costs of $211, property taxes of
$1,613, Tennessee franchise and excise taxes of $1,200 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 first
quarter of 2004. 
 Item 3 - Defaults Upon Senior Securities There was no default in the payment of principal, interest, a sinking or
purchase fund installment or any other default with respect to any indebtedness
of the Partnership. The Partnership has issued no preferred stock;
accordingly, there have been no arrearages or delinquencies with respect to any
such preferred stock. 
 Item 4 - Submission of Matters to a Vote of Security Holders No matters were submitted to the Partners for a vote during the first
quarter of 2004. 
 Item 5 - Other Information None




---



##### Table of Contents



Item 6 - Exhibits and Reports on Form 8-K None Exhibits (numbered in accordance with Item 601 of Regulation S-K) Exhibit Numbers
    
    Description
    
    Page Number31.1
    
    Certification Pursuant to section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002




---



##### Table of Contents



SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the date indicated. Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    President,
    
    May 11, 2004Richard W. Sorenson
    
    Southern Management
Group, LLC




---



##### Table of Contents



EXHIBIT A SOUTHEAST ACQUISITIONS II, LP BALANCE SHEETS MARCH 31,
    
    DECEMBER 31,2004
    
    2003(Unaudited)ASSETSLand held for sale
    
    $
    369,365
    
    
    $
    369,365Cash and cash equivalents
    
    
    109,603
    
    
    
    128,583Accounts receivable
    
    
    1,385
    
    
    
    734Prepaid insurance
    
    
    158
    
    
    
    $
    480,511
    
    
    $
    498,682LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expenses
    
    $
    10,396
    
    
    $
    19,820Partners equity:General partner
    
    
    47,696
    
    
    
    47,783Limited partners (9,650 units outstanding)
    
    
    422,419
    
    
    
    431,079470,115
    
    
    
    478,862$
    480,511
    
    
    $
    498,682
 See notes to financial statements.




---



##### Table of Contents



EXHIBIT A SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF OPERATIONS AND PARTNERS EQUITY
(UNAUDITED) FOR THE THREE MONTHSENDED MARCH 312004
    
    2003REVENUES:Interest income
    
    $
    242
    
    
    $
    685EXPENSES:General and administrative
    
    
    8,594
    
    
    
    6,060Real estate taxes
    
    
    426
    
    
    
    23Insurance
    
    
    72
    
    
    
    57Tennessee franchise and excise tax
    
    
    (103
    )
    
    
    5598,989
    
    
    
    6,699NET INCOME (LOSS)
    
    
    (8,747
    )
    
    
    (6,014
    )Partners equity,
Beginning of period
    
    
    478,862
    
    
    
    527,293Capital distribution
    
    
    
    
    
    
    Partners equity,
End of period
    
    $
    470,115
    
    
    $
    521,279Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650Income (loss) from operations
per limited partnership
interest
    
    $
    (0.91
    )
    
    $
    (0.62
    )
 See notes to financial statements.




---



##### Table of Contents



EXHIBIT A SOUTHEAST ACQUISITIONS II, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE THREE MONTHSENDED MARCH 312004
    
    2003CASH FLOWS FROM OPERATING ACTIVITIES:Interest income received
    
    $
    242
    
    
    $
    685Cash paid for operating expenses
    
    
    (19,222
    )
    
    
    (10,945
    )Net cash used in
operating activities
    
    
    (18,980
    )
    
    
    (10,260
    )Cash, beginning of period
    
    
    128,583
    
    
    
    176,824Cash, end of period
    
    $
    109,603
    
    
    $
    166,564RECONCILIATION OF NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:Net loss
    
    $
    (8,747
    )
    
    $
    (6,014
    )Adjustments to reconcile net loss to net
cash used in operating activities:Decrease in accounts payable and accrued expenses
    
    
    (9,424
    )
    
    
    (4,073
    )Increase in accounts receivable
    
    
    (651
    )
    
    
    Increase in prepaid expenses
    
    
    (158
    )
    
    
    (173
    )Net cash used in operating
activities
    
    $
    (18,980
    )
    
    $
    (10,260
    )
 See notes to financial statements.




---



##### Table of Contents



SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership) 
 NOTES TO FINANCIAL STATEMENTS For the Three Months Ended March 31, 2004
(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, 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
three-month period ended March 31, 2004 may not be indicative of the
results that may be expected for the year ending December 31, 2004.  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 three months
were as follows: 2004
    
    2003Reimbursements
    
    $
    675
    
    
    $
    410