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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q

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

SOUTHEAST ACQUISITIONS II, L.P.

Issuer’s Telephone Number: 615-834-0872

Indicate by check mark whether the registrant (a) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (b) has been subject to such filing requirements for the past 90 days.   Yes   X                No       

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PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

     The unaudited financial statements of Southeast Acquisitions II, L.P. (the “Partnership”) at June 30, 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 135 acres of undeveloped land in Rutherford County, Tennessee. However, there can be no assurance that the Partnership’s objectives will be realized. At June 30, 2002 there remains approximately 46 acres of Rutherford County, Tennessee property.

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

     The Partnership activities for the second quarter of 2002 and the second quarter of 2001 were focused on the sale of Partnership property. During the second quarter of 2002, there were no sales. In the second quarter of 2001, the Partnership received $60,300 in extension fee income as the result of a cancelled purchase contract on the remaining Rutherford County Property. The Partnership also received $2,091 in interest income on these extension fees. Income during the second quarter of 2002 consisted of interest income of $581 as compared to $753 of interest earned in the second quarter of 2001. The decrease in interest earned is a result of having a lower average cash reserve during the second quarter of 2002 compared to the same quarter of 2001.

     Expenses in the second quarter of 2002 included general and administrative expenses of $7,931 versus $6,667 in the second 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 acre for a roadway easement on the Rutherford County, Tennessee property. There were no such fees in the second quarter of 2001. In addition, the Partnership paid $400 for the second quarter 2002 estimated Tennessee franchise and excise taxes as compared to $858 paid in the second quarter of 2001. Real estate taxes in the second quarter of 2002 were $25 compared with $21 in the second quarter of 2001. Insurance in the second quarter of 2002 was $58 compared with $18 in the second quarter of 2001. During the second quarter of 2002, as in 2001, the Partnership paid $100 for Delaware franchise and excise tax.

     Inflation did not have any material impact on operations during 2002 and it is not expected to materially impact future operations.

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Liquidity and Capital Resources

     The Partnership had cash reserves of $82,598 at June 30, 2002, which will be used to cover the following estimated annual 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 Properties 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 Properties or incur indebtedness on unfavorable terms.

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings

     None

Item 2 — Changes in Securities

     There were no changes in the Partnership’s securities during the second quarter of 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 second quarter of 2002.

Item 5 — Other Information

     None

Item 6 — Exhibits and Reports on Form 8-K

     None

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

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.

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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP

BALANCE SHEETS

See notes to financial statements.

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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP

See notes to financial statements.

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EXHIBIT A

SOUTHEAST ACQUISITIONS II, LP

     See notes to financial statements.

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SOUTHEAST ACQUISITIONS II, LP
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 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 generally accepted accounting principles. 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 six-months ended June 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 six months were as follows: