Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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, 2003.

		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JANUARY 1, 2003 TO SEPTEMBER 30, 2003.


Commission File number:		0-18454 (formerly 33-26759)

SOUTHEAST ACQUISITIONS III, L.P.

(Exact name of registrant)


Delaware		23-2532708

(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)


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

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
	Item 1 — Financial Statements
	Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	Item 3. Controls and Procedures
PART II — OTHER INFORMATION
	Item 1 — Legal Proceedings
	Item 2 — Changes in Securities
	Item 3 — Defaults Upon Senior Securities
	Item 4 — Submission of Matters to a Vote of Security Holders
	Item 5 — Other Information
	Item 6 — Exhibits and Reports on Form 8-K
SIGNATURE
EX-31.1 SECTION 302 CERTIFICATIONS
EX-32.1 SECTION 906 CERTIFICATIONS`

PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

The unaudited financial statements of Southeast Acquisitions III, L.P. (the “Partnership”) at September 30, 2003 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) 208 acres of undeveloped land in Fulton County, Georgia; 265 acres of undeveloped land in Henry County, Georgia; 24 acres of undeveloped land near Nashville, Tennessee; 48 acres of undeveloped land near Fort Myers, Florida; and 51 acres of undeveloped land near Columbia, South Carolina. There can be no assurance that the Partnership’s objectives will be realized. At September 30, 2003, there remained approximately 105 acres of the Fulton County, Georgia property.

Results of Operations for Third Quarter of 2003 Compared with Third Quarter of 2002

The Partnership activities for the third quarter of 2003 and the third quarter of 2002 were focused on the sale of Partnership property. During the third quarter of 2003, as in 2002 there were no sales. The Partnership has a receivable from an escrow agent of a non-refundable extension fee of $30,000 related to a sales contract on all of the remaining property in Fulton County, Georgia. During the third quarter of 2003, the Partnership received interest income of $232 as compared to $711 of interest earned in the third quarter of 2002. The decrease in interest earned is a result of having a lower average interest bearing cash reserve during the quarter compared to the same quarter of 2002.

Expenses in the third quarter of 2003 included general and administrative expenses of $5,986 versus $5,780 in the third quarter of 2002. Real estate taxes for the third quarter of 2003 were $886 compared to $1,242 for the same quarter in 2002. The 2003 real estate taxes, which were paid in October, were much lower than originally anticipated, so the third quarter reflects an adjustment to correct for the over-accrual of taxes in the first two quarters of the year. The Partnership paid $54 in insurance in the third quarter of 2003. In the third quarter of 2002 the Partnership received a $146 refund for insurance coverage on the Columbia, South Carolina Property which had been sold on January 31, 2002. This refund along with the cost of insurance on the remaining property resulted in $(18) for that quarter. Other expenses in the third quarter of 2002 included $4,096 for the recognition of bad debt. In 2000, the Partnership recorded a $4,596 account receivable from Ice Land, USA (the “buyer”). This receivable was for the proration of the Columbia, South Carolina property taxes resulting from the February 2000 sale of 7.29 acres in Columbia, South Carolina. The buyer did pay the Partnership $500 in February 2002, but has subsequently filed for bankruptcy and collection of the remaining balance is very doubtful. The

Partnership incurred no such expense in the third quarter of 2003.

Inflation did not have any material impact on operations during the third quarter of 2003, and it is not expected to materially impact future operations.

Liquidity and Capital Resources

The Partnership has cash reserves of $31,666 at September 30, 2003, which will be used to cover the following estimated annual costs: accounting fees of $17,880, legal fees of $8,000, insurance costs of $216, property taxes of $3,844, and other general and administrative expenses of $12,000. Any shortfall is anticipated to be covered by proceeds from the sale of land. However, if the Property cannot be sold within the next year, then 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.

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 third quarter of 2003.

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 2003.

Item 5 — Other Information

None

Item 6 — Exhibits and Reports on Form 8-K

None

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

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. Sorenson	Member, Southern Management Group, LLC	November 7, 2003
Richard W. Sorenson

EXHIBIT A

SOUTHEAST ACQUISITIONS III, LP

BALANCE SHEETS


			SEPTEMBER			DECEMBER 31,
			2003			2002
ASSETS			(Unaudited)

Land held for sale			$	699,677		$	699,677
Cash and cash equivalents				31,666			53,737
Receivable from escrow agent				30,000			—
Prepaid expenses				54			—

			$	761,397		$	753,414

		LIABILITIES AND PARTNERS’ EQUITY

Accounts payable and accrued expenses			$	14,534		$	16,609
Payable to previous general partner				3,584			3,584
Partners’ equity:
	General partner			(19,829	)		(19,929	)
	Limited partners (12,400 units outstanding)			763,108			753,150

				743,279			733,221

			$	761,397		$	753,414

See notes to financial statements.

EXHIBIT A

SOUTHEAST ACQUISITIONS III, LP
STATEMENTS OF OPERATIONS AND PARTNERS’ EQUITY
(UNAUDITED)


		FOR THE THREE MONTHS						FOR THE NINE MONTHS
		ENDED SEPTEMBER 30						ENDED SEPTEMBER 30

		2003			2002			2003		2002

REVENUES:
	(Loss) gain on sale of land	$	—		$	—		$	—	$	(1,850	)
	Extension fees and interest income		—			—			30,000		—
	Interest income		232			711			1,038		2,503
	Other income		—			—			—		—

		$	232		$	711		$	31,038	$	653

EXPENSES:
	General and administrative		5,986			5,780			17,835		18,556
	Real estate taxes		886			1,242			2,883		3,318
	Insurance		54			(18	)		162		166
	Delaware franchise & excise tax		—			—			100		100
	Tennessee state tax		—			—			—		25
	Bad debt expense		—			4,096			—		4,096

			6,926			11,100			20,980		26,261

NET INCOME (LOSS)			(6,694	)		(10,389	)		10,058		(25,608	)
Partners’ equity, Beginning of period			749,973			750,036			733,221		1,137,255
Capital distribution			—			—			—		(372,000	)

Partners’ equity, End of period		$	743,279		$	739,647		$	743,279	$	739,647

Weighted average number of limited partnership units outstanding			12,400			12,400			12,400		12,400

Income from operations per limited partnership interest		$	(0.54	)	$	(0.84	)	$	0.81	$	(2.07	)

See notes to financial statements.

EXHIBIT A

SOUTHEAST ACQUISITIONS III, LP
STATEMENTS OF CASH FLOWS
(UNAUDITED)


			FOR THE NINE MONTHS
			ENDED SEPTEMBER 30

			2003			2002

CASH FLOWS FROM OPERATING ACTIVITIES:
	Proceeds from sale of land		$	—		$	448,150
	Interest income received			1,038			2,503
	Cash paid for operating expenses			(23,109	)		(103,036	)

		Net cash (used in) provided by operating activities		(22,071	)		347,617
CASH FLOWS FROM FINANCING ACTIVITIES:
	Distributions to limited partners			—			(372,000	)

		Decrease in cash		(22,071	)		(24,383	)
Cash, beginning of period				53,737			83,860

Cash, end of period			$	31,666		$	59,477

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:
	Net income (loss)		$	10,058		$	(25,608	)
	Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
		Loss on sale of land		—			1,850
		Net proceeds from sale of land		—			448,150
		Decrease in accounts payable and accrued expenses		(2,075	)		(81,341	)
		Increase in prepaid expenses		(54	)		(55	)
		(Increase) decrease in accounts receivable		(30,000	)		4,621

		Net cash (used in) provided by operating activities	$	(22,071	)	$	347,617

See notes to financial statements.

SOUTHEAST ACQUISITIONS III, LP
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2003
(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 Partnership’s Form 10-K for the year ended December 31, 2002. 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-month period ended September 30, 2003 may not be indicative of the results that may be expected for the year ending December 31, 2003.

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:


	2003		2002

Commissions	$	0	$	25,000
Reimbursements	$	1,710	$	2,258

Exhibit Numbers

Description

Page Number

Certification Pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

Certification Pursuant to 18 U.S.C. section 1350, as adopted to section 906 of the Sarbanes-Oxley Act of 2002.

SOUTHEAST ACQUISITIONS III L P 10-Q