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SEC Company Response from SOUTHEAST ACQUISITIONS II LP (CIK 0000829905) — Aug 1, 2005

SOUTHEAST ACQUISITIONS II LP (CIK 0000829905)
Date: Aug. 1, 2005 · CIK: 0000829905 · Accession: 0000950144-05-007971

AI Filing Summary & Sentiment

Referenced dates: July 21, 2005

Date
July 29, 2005
Author
Laura E. Ristivedt
Form
CORRESP
Company
SOUTHEAST ACQUISITIONS II LP (CIK 0000829905)

Letter

United States Securities & Exchange Commission Division of Corporate Finance Form 10-K for the fiscal year ended December 31, 2004 Filed March 31, 2005 Form 10-Q for the quarterly period ended March 31, 2005 File No. 0-17680

RE:

Dear Mr. Gordon:

In response to your letter dated July 21, 2005, we have amended Form 10-K for the fiscal year ended December 31, 2004 and Form 10-Q for the quarterly period ended March 31, 2005 for Southeast Acquisitions. II, L. P.

Regarding comment 1:

Regarding the sale of 1.88 acres during 2004, all of the site preparation work for the land was completed in 2004 and there was no continued involvement with the buyer. The Partnership has no further commitments or plans to extend any utilities or roadways into the remaining property. We have determined that none of the provisions of paragraphs 25 and following of SFAS 66 apply to the above mentioned sale.

Regarding comment 2:

We have also made corrections to the certifications filed as Exhibit 3.1 and revised the disclosure relating to Controls and Procedures to reflect the correct wording of the certifications.

We acknowledge that Southern Management Group, LLC is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the commission from taking any action with respect to the filings; and Southern Management Group, LLC may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (615) 250-8681 if you have any further questions on this matter.

Sincerely,
Laura E. Ristivedt

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CORRESP
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Response Letter to the SEC

July 29, 2005

Daniel L. Gordon, Branch Chief

United States Securities & Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    RE:

    Southeast Acquisitions, II, L. P.

    Form 10-K for the fiscal year ended December 31, 2004

    Filed March 31, 2005

    Form 10-Q for the quarterly period ended March 31, 2005

    File No. 0-17680

Dear Mr. Gordon:

In response to your letter dated July 21, 2005, we have amended Form 10-K for the fiscal year ended
December 31, 2004 and Form 10-Q for the quarterly period ended March 31, 2005 for Southeast
Acquisitions. II, L. P.

Regarding comment 1:

Regarding the sale of 1.88 acres during 2004, all of the site preparation work for the land was
completed in 2004 and there was no continued involvement with the buyer. The Partnership has no
further commitments or plans to extend any utilities or roadways into the remaining property. We
have determined that none of the provisions of paragraphs 25 and following of SFAS 66 apply to the
above mentioned sale.

Regarding comment 2:

We have also made corrections to the certifications filed as Exhibit 3.1 and revised the disclosure
relating to Controls and Procedures to reflect the correct wording of the certifications.

We acknowledge that Southern Management Group, LLC is responsible for the adequacy and accuracy of
the disclosure in the filings; staff comments or changes to disclosure in response to staff
comments do not foreclose the commission from taking any action with respect to the filings; and
Southern Management Group, LLC may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (615) 250-8681 if you have any further questions on this matter.

Sincerely,

Laura E. Ristivedt

Principal Financial Officer

Southern Management Group, LLC

  Cc: William Demarest