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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM JANUARY 1, 2006 TO SEPTEMBER 30, 2006.
 Commission File number: 0-17680 (formerly 33-20255)
 SOUTHEAST ACQUISITIONS II, L.P.
  Delaware
    
    23-2498841(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 615-834-0872
 o þ
 o o þ
 þ o




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1  Financial StatementsItem 2  Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Controls and ProceduresPART II  OTHER INFORMATIONItem 1  Legal ProceedingsItem 2  Changes in SecuritiesItem 3  Defaults Upon Senior SecuritiesItem 4  Submission of Matters to a Vote of Security HoldersItem 5  Other InformationItem 6  Exhibits and Reports on Form 8-KSignatureEx-31.1 Section 302 CertificationEx-32.1 Section 906 Certification    Table of Contents  
  
   
  Background
  Results of Operations for Third Quarter of 2006 Compared with Third Quarter of 2005




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Liquidity and Capital Resources




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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
  Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    President and Chief Executive Officer
of Southern Management Group, LLC
    
    November 8, 2006




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SIGNATURE
  Signature
    
    Title
    
    Date/s/ Richard W. Sorenson
    
    Member,
    
    November 8, 2006Richard W. Sorenson
    
    Southern Management
Group, LLC




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EXHIBIT A
 SOUTHEAST ACQUISITIONS II, LP
 BALANCE SHEETS
 SEPTEMBER 30
    
    
    DECEMBER 31,2006
    
    
    2005(Unaudited)ASSETSLand held for sale
    
    $
    448,460
    
    
    $
    448,460Cash and cash equivalents
    
    
    3,585
    
    
    
    609,731Escrows and other receivables
    
    
    6,829
    
    
    
    230,000Prepaid expenses
    
    
    17,133
    
    
    
    24$
    476,007
    
    
    $
    1,288,215LIABILITIES AND PARTNERS EQUITYAccounts payable and accrued expenses
    
    $
    22,201
    
    
    $
    71,922Payable to general partner
    
    
    6,010
    
    
    
    Deferred revenue
    
    
    
    
    
    
    555,739Partners equity:General partner
    
    
    58,183
    
    
    
    55,390Limited partners (9,650 units outstanding)
    
    
    389,613
    
    
    
    605,164447,796
    
    
    
    660,554$
    476,007
    
    
    $
    1,288,215
 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 302006
    
    
    2005
    
    
    2006
    
    
    2005REVENUES:Gain on sale of land
    
    $
    
    
    
    $
    
    
    
    $
    328,354
    
    
    $
    Interest income
    
    
    18
    
    
    
    14
    
    
    
    799
    
    
    
    95Other income
    
    
    
    
    
    
    
    
    
    
    734
    
    
    
    18
    
    
    
    14
    
    
    
    329,887
    
    
    
    95EXPENSES:General and administrative
    
    
    9,178
    
    
    
    9,746
    
    
    
    37,063
    
    
    
    34,631Real estate taxes
    
    
    1,395
    
    
    
    1,051
    
    
    
    2,196
    
    
    
    1,857Insurance
    
    
    10
    
    
    
    18
    
    
    
    115
    
    
    
    30Delaware franchise & excise tax
    
    
    
    
    
    
    
    
    
    
    304
    
    
    
    200Tennessee franchise & excise tax
    
    
    (5,934
    )
    
    
    325
    
    
    
    10,817
    
    
    
    (15
    )4,649
    
    
    
    11,140
    
    
    
    50,495
    
    
    
    36,703NET (LOSS) INCOME
    
    
    (4,631
    )
    
    
    (11,126
    )
    
    
    279,392
    
    
    
    (36,608
    )Partners equity,
Beginning of period
    
    
    452,427
    
    
    
    455,520
    
    
    
    660,554
    
    
    
    481,002Capital distribution
    
    
    
    
    
    
    
    
    
    
    (492,150
    )
    
    
    Partners equity,
End of period
    
    $
    447,796
    
    
    $
    444,394
    
    
    $
    447,796
    
    
    $
    444,394Weighted average number
of limited partnership
units outstanding
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650
    
    
    
    9,650(Loss) income from operations
per limited partnership
interest
    
    $
    (0.48
    )
    
    $
    (1.15
    )
    
    $
    28.95
    
    
    $
    (3.79
    )
 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 302006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Cash received from escrow agent related to sale of land
    
    $
    180,000
    
    
    $
    Interest income received
    
    
    799
    
    
    
    95Other income received
    
    
    734
    
    
    
    Cash received from roll back tax reimbursement
    
    
    
    
    
    
    1,263Cash received for Tennessee franshise & excise tax refund
    
    
    26,483
    
    
    
    Cash paid for Tennessee franchise & excise tax
    
    
    (94,739
    )
    
    
    Cash paid to suppliers and service providers
    
    
    (233,283
    )
    
    
    (80,055
    )Net cash used in
operating activities
    
    
    (120,006
    )
    
    
    (78,697
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distribution to limited partners
    
    
    (492,150
    )
    
    
    Advance received from general partner
    
    
    6,010
    
    
    
    7,000Increase in cash overdraft
    
    
    
    
    
    
    51Net cash (used in) provided by
financing activities
    
    
    (486,140
    )
    
    
    7,051Net decrease in cash
    
    
    (606,146
    )
    
    
    (71,646
    )Cash, beginning of period
    
    
    609,731
    
    
    
    71,646Cash, end of period
    
    $
    3,585
    
    
    $
    RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
USED IN OPERATING ACTIVITIES:Net income (loss)
    
    $
    279,392
    
    
    $
    (36,608
    )Adjustments to reconcile net income (loss) to net cash used in
operating activities:Decrease in accounts payable and accrued expenses
    
    
    (49,721
    )
    
    
    (36,366
    )(Increase) decrease in accounts receivable
    
    
    (6,829
    )
    
    
    1,263Decrease in deferred revenue
    
    
    (555,739
    )
    
    
    Decrease in cash in escrow
    
    
    230,000
    
    
    
    Increase in deferred costs
    
    
    
    
    
    
    (6,620
    )Increase in prepaid expenses
    
    
    (17,109
    )
    
    
    (366
    )Net cash used in operating
activities
    
    $
    (120,006
    )
    
    $
    (78,697
    )
 See notes to financial statements.




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SOUTHEAST ACQUISITIONS II, LP
  
 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, 2005. 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, 2006 may not be indicative of the results that may be expected for the year
ending December 31, 2006.B.
    
    RELATED PARTY TRANSACTIONSThe General Partner and its affiliates have been actively
involved in managing the Partnerships operations. No compensation was earned for these services. In the first nine
months of 2006 and 2005, reimbursements of expenses incurred and paid by the General Partner
on behalf of the Partnership totaled $2,582 and $1,357 respectively. At September 30, 2006
and December 31, 2005 accounts payable to the General Partner and its affiliates totaled
$7,438 and $1,860, respectively.