UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended ~~September~~March 3031, ~~2017~~2018

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-16701

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

a Michigan Limited Partnership

(Exact name of registrant as specified in its charter)

MICHIGAN

(State or other jurisdiction of

incorporation or organization)

38-2702802

(I.R.S. employer

identification number)

280 Daines Street, Birmingham, Michigan 48009

(Address of principal executive offices) (Zip Code)

(248) 645-9220

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

units of beneficial assignments of limited partnership interest

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 ¨

~~Yes~~Indicate xby Nocheck mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is ~~has~~a ~~submitted~~large ~~electronically~~accelerated ~~and~~filer, ~~posted~~an onaccelerated ~~its~~filer, ~~corporate~~a ~~Web~~non-accelerated ~~site~~filer, ifa ~~any,~~smaller ~~every~~reporting ~~Interactive Data~~company, ~~File~~or ~~required~~an toemerging begrowth company. ~~submitted~~See ~~and~~the ~~posted~~definitions ~~pursuant~~of to“large ~~Rule 405~~accelerated offiler”, ~~Regulation S-T~~“accelerated ~~during~~filer”, ~~the~~“smaller ~~preceding 12 months~~reporting ~~(or~~company”, ~~for~~and ~~such~~“emerging ~~shorter~~growth ~~period~~company” ~~that~~in ~~the~~Rule ~~registrant~~12b-2 ~~was~~of ~~required~~the toExchange ~~submit and post such files)~~Act. ~~Yes ¨ No ¨~~

~~Indicate~~¨ byLarge ~~check mark whether the registrant is a large~~ accelerated filer, an¨ ~~accelerated~~Accelerated filer, a¨ ~~non~~Non-accelerated filer, a(Do ~~smaller~~not ~~reporting~~check ~~company,~~x orSmaller anreporting ~~emerging growth~~ company. ~~See~~if ~~the~~a ~~definitions of “large accelerated filer,” “accelerated filer,” “~~smaller reporting company”) ~~and~~¨ ~~“emerging~~Emerging growth company~~” in Rule 12b-2 of the Exchange Act.~~

~~Large~~If ~~Accelerated~~an ~~filer~~emerging ¨growth ~~Accelerated filer~~company, ¨indicate ~~Non-accelerated filer~~by ¨check ~~Smaller reporting~~mark ~~company~~if xthe ~~Emerging~~registrant has elected not to use the extended transition period for ~~growth~~complying ~~company~~with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x

As of ~~September~~March 3031, ~~2017~~2018, the number of units of limited partnership interest of the registrant outstanding was 3,303,387. The Partnership units of interest are not traded in any public market.

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

INDEX

		~~Page~~	Page
PART I	~~FINANCIAL INFORMATION~~	FINANCIAL INFORMATION
ITEM 1.	~~FINANCIAL STATEMENTS~~	3FINANCIAL STATEMENTS
	Balance Sheets September 30, 2017 (Unaudited) and December 31, 2016	3
		Balance Sheets March 31, 2018 (Unaudited) and December 31, 2017	3
	Statements of Operations Nine and Three months ended September 30, 2017 and 2016 (Unaudited)	4
		Statements of Operations Three months ended March 31, 2018 and 2017 (Unaudited)	4
	Statement of Partners’ Equity Nine months ended September 30, 2017 (Unaudited)	4
		Statement of Partners’ Equity Three months ended March 31, 2018 (Unaudited)	4
	Statements of Cash Flows Nine months ended September 30, 2017 and 2016 (Unaudited)	5
		Statements of Cash Flows Three months ended March 31, 2018 and 2017 (Unaudited)	5
	Notes to Financial Statements September 30, 2017 (Unaudited)	6
		Notes to Financial Statements March 31, 2018 (Unaudited)	6
ITEM 2.	~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	9MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 3.	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	11QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	~~CONTROLS AND PROCEDURES~~	11CONTROLS AND PROCEDURES	10
PART II	~~OTHER INFORMATION~~	OTHER INFORMATION	10
ITEM 1.	~~LEGAL PROCEEDINGS~~	12LEGAL PROCEEDINGS	10
ITEM 1A.	~~RISK FACTORS~~	12RISK FACTORS	11
ITEM 6.	~~EXHIBITS~~	12EXHIBITS	11

-2-

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

BALANCE SHEETS

ASSETS	~~September~~March 3031,~~2017~~ 2018			December 31, ~~2016~~2017
	(Unaudited)
Properties:
Land	$	~~2,378,711~~0		$	32,~~594~~378,~~573~~711
Buildings And Improvements		~~10,944,319~~0			1610,~~652~~945,~~714~~634
Furniture And Equipment		~~93,805~~0			~~159~~93,~~658~~805
Manufactured Homes and Improvements		~~2,231,127~~0			32,~~468~~322,~~208~~344
		15,647,962			23,875,153
		0			15,740,494
Less Accumulated Depreciation		~~(10,827,053~~0	)		(1510,~~907~~727,~~387~~875	)
		4,820,909			7,967,766
		0			5,012,619
Cash And Cash Equivalents		6,~~529~~298,~~116~~490			76,~~202~~618,~~852~~956
Other Assets		~~938,213~~0			~~898~~193,~~439~~126
Asset Held for Sale		35,~~792~~433,~~601~~746			0
Total Assets	$	1611,~~080~~732,~~839~~236		$	1611,~~069~~824,~~057~~701
LIABILITIES & PARTNERS' EQUITY		September 30,2017			December 31, 2016
		(Unaudited)
Accounts Payable	$	9,219		$	13,388
Other Liabilities		131,492			299,133
Notes Payable - Net of deferred financing costs		11,120,161			17,542,594
Liabilities of Asset Held for Sale		6,569,394			0
Total Liabilities		17,830,266			17,855,115
Partners' Equity:
General Partner		572,894			568,564
Unit Holders		(2,322,321	)		(2,354,622	)
Total Partners' Equity		(1,749,427	)		(1,786,058	)
Total Liabilities And
Partners' Equity	$	16,080,839		$	16,069,057

LIABILITIES & PARTNERS' EQUITY		March 31, 2018			December 31, 2017
		(Unaudited)

Accounts Payable	$	0		$	34,196
Other Liabilities		1,779			118,615
Notes Payable - net of deferring finance costs		0			11,192,547
Liabilities of Asset Held for Sale		11,249,344			0

Total Liabilities		11,251,123			11,345,358

Partners' Equity:
General Partner		844,275			842,936
Unit Holders		(363,162	)		(363,593	)

Total Partners' Equity		481,113			479,343

Total Liabilities And
Partners' Equity	$	11,732,236		$	11,824,701

See Notes to Financial Statements

-3-

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS	~~NINE~~THREE MONTHS ENDED						~~THREE MONTHS ENDED~~
(unaudited)	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
	March 31, 2018			March 31, 2017
Income:
	(unaudited)			(unaudited)
Rental Income	$	1,763,949		$	1,709,270		$	593,489		$	565,560
Income:
Home Sale Income		0			1,002			0			0
Rental Income	$	0		$	0
Other		228,477			181,175			79,747			63,426
Home Sale Income		0			0
Total Income		1,992,426			1,891,447			673,236			628,986
Other		36,174			3,439
Operating Expenses:
Total Income	$	36,174		$	3,439
Administrative Expenses
Operating Expenses:
(Including $191,727, $180,262, $64,783 and $60,595, in Property Management Fees Paid to an Affiliate for the Nine and Three Month Periods Ended September 30, 2017 and 2016, respectively)		900,723			1,276,449			251,660			374,220
Administrative Expenses (Including $60,694 and $62,946, in Property Management Fees Paid to an Affiliate for the Three Month Period Ended March 31, 2018 and 2017 Respectively)		193,418.00			168,892.00
Property Taxes		~~62,100~~0			~~61,425~~0			~~20,700~~			~~19,885~~
Utilities		~~126,124~~0			~~108,904~~0			~~50,651~~			~~42,071~~
Property Operations		~~344,226~~0			~~294,942~~0			~~113,462~~			~~140,973~~
Depreciation		~~306,121~~0			~~341,753~~0			~~92,485~~			~~105,469~~
Interest		~~498,303~~0			~~510,984~~0			~~166,799~~			~~170,553~~
Home Sale Expense		0			~~351~~0			0			0
Total Operating Expenses	$	2193,~~237,597~~418		$	2168,~~594,808~~892			~~695,757~~			~~853,171~~
Loss from Continuing Operations	($	~~245~~157,~~171~~244	)	($	~~703~~165,~~361~~453	)	($	~~22,521~~	)	($	~~224,185~~	)
Income from Discontinued Operations	$	~~678~~291,~~208~~149		$	7240,~~707,780~~294		$	~~237,104~~		$	~~142,749~~
Net Income	$	~~433~~133,~~037~~905		$	774,~~004,419~~841		$	~~214,583~~		($	~~81,436~~	)
Income(Loss) Per Unit:
Income (Loss) Per Unit:
Continuing Operations	($	(0.0705	)	($	(0.2106	)	$	~~0.00~~		($	~~0.07~~	)
Discontinued Operations	$	0.2209		$	20.3307		$	~~0.08~~		$	~~0.04~~
Total Income Per Unit	$	0.1504		$	20.1201		$	~~0.08~~		($	~~0.03~~	)
Distribution Per Unit:	$	0.1204		$	10.9404		$	~~0.04~~		$	~~0.04~~
Weighted Average Number Of Units Of Beneficial Assignment Of Limited Partnership Interest Outstanding During The Nine and Three Month Periods Ended September 30, 2017 and 2016.		3,303,387			3,303,387			3,303,387			3,303,387
Weighted Average Number Of Limited Partnership Units Outstanding		3,303,387			3,303,387

STATEMENT OF PARTNERS' EQUITY (Unaudited)
	General Partner		Unit Holders			Total
Balance, December 31, 2016	$	568,564	($	2,354,622	)	($	1,786,058	)
Balance, December 31, 2017	$	842,936	($	363,593	)	$	479,343
Distributions		0-		(~~396~~132,~~406~~135	)		(~~396~~132,~~406~~135	)
Net Income		41,~~330~~339		~~428~~132,~~707~~566		$	~~433~~133,~~037~~905
Balance as of September 30, 2017	$	572,894	($	2,322,321	)	($	1,749,427	)
Balance as of March 31, 2018	$	844,275	($	363,162	)	$	481,113

See Notes to Financial Statements

-4-

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(Unaudited)
	NINE MONTHS ENDED
	THREE MONTHS ENDED
	September 30,2017			September 30,2016
	March 31, 2018			March 31, 2017
Cash Flows From Operating Activities:
Net Income	$	~~433~~133,~~037~~905		$	774,~~004,419~~841
Adjustments To Reconcile Net Income
Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities:
To Net Cash Provided By
Depreciation		0			161,454
Operating Activities:
Amortization of Financing Costs		10,606			16,630
Depreciation		360,757			502,306
Withdrawals from Mortgage Escrows		(21,042	)		(20,509	)
Amortization of Financing Costs		49,889			147,889
Decrease (Increase) In Other Assets		10,079			(24,808	)
Amortization of Home Relocation Costs		0			54,394
(Decrease) Increase In Accounts Payable		(29,591	)		22,233
Gain on Sale of Discontinued Operations		0			(8,069,909	)
Increase In Other Liabilities		2,491			63,607
(Loss) Gain on Sale of Manufactured Homes		0			(7,703	)
Total Adjustments		(27,457	)		218,607
Increase In Other Assets		(384,388	)		(367,456	)
Net Cash Provided By (Used In) Operating Activities		106,448			293,448
Increase In Accounts Payable		67,978			58,694
Cash Flows Used In Investing Activities:
Increase In Other Liabilities		191,933			160,572
Investment in Manufactured Homes and Improvements		(226,541	)		(175,875	)
Total Adjustments		286,169			(7,521,213	)
Proceeds from Sale of Discontinued Operations		0			0
Net Cash (Used In) Provided By Operating Activities		719,206			(516,794	)
Proceeds from Sale of Manufactured Homes		0			0
Cash Flows Provided By (Used In) Investing Activities:
Net Cash Used In Investing Activities		(226,541	)		(175,875	)
Investment in Manufactured Homes and Improvements		(661,886	)		(329,489	)
Purchase of Property and Equipment		0			(205,900	)
Proceeds from Sale of Discontinued Operations		0			10,551,474
Proceeds from Sale of Manufactured Homes		0			74,002
Net Cash Provided By (Used In) Investing Activities		(661,886	)		10,090,087
Cash Flows Used In Financing Activities:
Distributions To Unit Holders		(~~396~~132,~~406~~135	)		(9132,~~910,160~~135	)
Payments On Notes Payable		(~~334~~77,~~650~~740	)		(2113,~~924,089~~444	)
Net Cash Used In Financing Activities		(~~731~~209,~~056~~875	)		(12245,~~834,249~~579	)
Decrease In Cash		(~~673~~329,~~736~~968	)		(3128,~~260,956~~006	)
Cash, Beginning		7,202,852			10,789,645
Cash and Restricted Cash Escrows , Beginning		6,749,005			7,754,180
Cash, Ending	$	6,529,116		$	7,528,689
Cash and Restricted Cash Escrows, Ending	$	6,440,080		$	7,626,174

~~-5-~~ See Notes to Financial Statements

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

~~September~~March 3031, ~~2017~~2018 (Unaudited)

1. Basis of Presentation and Accounting Policies:

The accompanying unaudited ~~2017~~2018 financial statements ~~of Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership (the “Partnership”)~~ have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at December 31, ~~2016~~ 2017 has been derived from the audited financial statements at that date. Operating results for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2017~~2018 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017~~ 2018, or for any other interim period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership’s Form 10-K for the year ended December 31, ~~2016~~2017.

The ~~Partnership~~ ~~initiated~~carrying ~~the~~amounts ~~Sunshine Village Paid Home Relocation Program (“Program”) during 2013. The Program was offered exclusively to residents~~ of ~~Seminole Estates~~cash, aaccounts payable ~~704 site, 55~~ and ~~over~~notes ~~manufactured~~payable ~~home~~approximate ~~community~~their infair ~~Hollywood,~~values ~~Florida~~due ~~that~~to ~~announced its~~their ~~closure~~short-term nature. The ~~Partnership~~fair ~~incurred~~value ~~expenditures~~ of ~~$903,232,~~mortgage ofnotes ~~which $816,203 was capitalized and amortized over the life of~~payable ~~the~~approximates ~~residents’~~their ~~three~~carrying ~~year~~amounts ~~rental~~based ~~period.~~on ~~These~~current ~~costs~~borrowing ~~have been fully amortized as of December 31, 2016~~rates.

The carrying amounts of cash and accounts payable approximate their fair values due to their short-term nature. The fair value of mortgage notes payable approximates their carrying amounts based on current borrowing rates.

2. Mortgage Payable:

The Partnership has ~~two~~a mortgage ~~notes payable~~note payable with Cantor Commercial Real Estate collateralized by ~~Sunshine Village, located in Davie, Florida and~~ West Valley, located in Las Vegas, Nevada. The ~~mortgages~~mortgage ~~are~~is payable in monthly installments of interest and principal through August, 2023. ~~These~~This refinanced ~~notes~~ ~~bear~~note bears interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period. As of ~~September 30~~March 31, ~~2017~~2018 the balance on ~~these~~this ~~notes~~note was $1711,~~645~~355,~~808~~218, excluding deferred financing costs.

Future maturities on the ~~notes~~note payable ~~for~~ for the next five years and thereafter are as follows: ~~2017~~2018 - $~~115~~231,~~273~~210; ~~2018~~2019 - $~~473~~325,~~724~~295; ~~2019~~2020 - $~~498~~340,~~786~~923; ~~2020~~2021 - $~~522~~360,~~749~~541; ~~2021~~ 2022 - $~~552~~379,~~829~~ 614 and thereafter - $159,~~482~~717,~~447~~635.

~~-6-~~ 3. Discontinued Operations and Subsequent Event:

3. Discontinued Operations and Asset Held for Sale:

As described in the Form 8-K dated February 29, 2016, the Partnership closed on the sale of the Ardmor Village for a sale price of $10,587,274 less closing costs resulting in proceeds in the amount of $10,551,474, and the gain on the sale was approximately $8,070,000. The mortgage payable outstanding related to this property in the amount of $2,559,737, accrued interest of $8,742, prepayment penalty of $257,247, offset by a refund of the property tax escrow balance of $50,055 totaled $2,775,722, was paid in full at the time of closing. The Partnership also wrote off $98,000 of unamortized deferred financing costs related to the mortgage note in connection with this transaction. The net cash proceeds resulting from the sale and pay off of the mortgage note were approximately $7,690,000.

As described in the Form 8-K dated January 17, 2017, a special meeting of the unit holders and the limited partners of the Fund was held on January 17, 2017. At the special meeting, the unit holders and limited partners voted on the proposed plan of dissolution of the Partnership. At the special meeting, 2,066,861 units were represented either in person or by proxy, which represented 62.568% of the units outstanding and entitled to vote.

The votes cast regarding the proposed plan of dissolution were as follows: 1,988,742 For; 61,220 Against; and 16,899 Abstain.

The affirmative vote represented a majority in interest outstanding as of the record date of the unit holders and limited partners, as a group. Accordingly, the plan of dissolution was approved, which is consistent with the provisions of the Partnership Agreement. A specific course of action to implement the approved plan of dissolution by The Board of Directors was established, resulting in the sale of the Sunshine Village property.

As a result of the affirmative vote, the Board of Directors, with the approval of the Consultant for the Fund, instructed management to proceed with a sealed bid process to determine a buyer of the Sunshine Village Community located in Davie, Florida. During April 2017, an Offering Memorandum and bid instructions were sent to 6 brokerage firms and 20 qualified principals. During June 2017, the sealed bids were reviewed and as described in Form 8-K dated July 10, 2017, the Partnership has entered into a Contract for Sale and Purchase of Real and Personal Property with a buyer for the sale of Sunshine Village.

As described in the Form 8-K dated November 2, 2017, the Partnership closed on the sale of Sunshine Village for a sale price of $33,000,000 less closing costs resulting in proceeds in the amount of $32,957,625 and the gain on the sale was $29,580,000. The mortgage payable outstanding related to this property was $6,124,075 and defeasance premium of $961,521, totaling $7,085,596, was paid in full at the time of closing. The Partnership also wrote off $134,947 of unamortized deferred financing costs related to the mortgage note in connection with this transaction. The net proceeds resulting from the sale and pay off of the mortgage note were approximately $25,448,000.

As described in the Form 8-K dated April 30, 2018, the Partnership has entered into a Contract for Purchase and Sale of the Real and Personal Property of West Valley, located in Las Vegas, NV, with a buyer. There is a thirty-five (35) day Inspection Period, with a subsequent Closing Date thirty (30) days for the expiration of the Inspection Period. The Contract was unanimously approved by the Board of Directors and the recommendation from the General Partner to enter into the Contract was supported by the Consultant for the Partnership. While the Partnership’s management believes the Buyer is financially capable of completing the proposed transaction and intends to consummate the purchase, there can be no assurance the closing will occur.

A long-lived asset is required to be classified as “held for sale” in the period in which certain criteria are met. The Partnership classifies real estate assets as held for sale after the following conditions have been satisfied: (1) management, having the appropriate authority, commits to a plan to sell the asset, (2) the initiation of an active program to sell the asset, and (3) the asset is available for immediate sale and it is probable that the sale of the asset will be completed within one year.

Based on the information outlined, the Partnership has concluded that the ~~Sunshine~~West ~~Village~~Valley property meets the criteria as an asset held for sale on the accompanying Balance Sheets. Similarly, the ~~Sunshine~~West ~~Village~~Valley and ~~Ardmor~~Sunshine Village communities and associated financial results are classified as “discontinued operations” on the accompanying Statements of Operations.

The assets and liabilities related to the community classified as “asset held for sale” as of ~~September~~March 3031, ~~2017~~2018 are as follows: Total Assets of $35,~~792~~433,~~601~~746 consist of Current Assets of $~~344~~157,~~614~~582 and Fixed Assets of $916,~~705~~004,~~281~~039 less Accumulated Depreciation of $610,~~257~~727,~~294~~875. Total Liabilities of $611,~~569~~249,~~394~~344 consist of Current Liabilities of $~~431~~127,~~721~~300 and Long Term Liabilities of $611,~~137~~122,~~673~~044, net of deferred financing costs of $229,806.

~~-7-~~ The following is a summary of results of operations of the property classified as discontinued operations for the period ending March 31, 2018: Total Revenue was $714,865, and Total Operating Expenses were $423,716. The following is a summary of results of operations of the properties classified as discontinued operations for the period ending March 31, 2017: Total Revenue was $1,262,424 and Total Operating Expenses were $1,022,130.

~~The~~Total ~~following~~Cash isFlows aProvided ~~summary~~By Operating ofActivities ~~results~~ of ~~operations~~ of the ~~properties~~property classified as discontinued operations for the ~~nine~~period ~~month~~ending ~~periods~~March ~~ended~~31, ~~September~~2018 30were $295,646. ~~2017~~Total ~~and~~Cash ~~2016: Total~~Flows ~~Revenue~~Used ~~was~~in Investing Activities of the property classified as discontinued operations were $1226,~~862,433~~541. ~~and~~In addition, Total ~~Operating~~Cash ~~Expenses~~Flows Used In Financing Activities of the property classified as discontinued operations were $177,~~184,225~~740. ~~for~~For the period ~~ended~~ending ~~September~~March 3031, 2017., ~~For~~Total Cash Flows Provided By Operating Activities of the ~~same~~properties ~~period~~classified inas ~~2016,~~discontinued ~~Total~~operations ~~Revenue~~were ~~was~~ $1207,~~930,813,~~657. Total ~~Operating~~Cash ~~Expenses~~Flows Used in Investing Activities of the properties classified as discontinued operations were $2175,~~292~~875. In addition,~~942~~ ~~and~~Total Cash Flows Used in Financing Activities of the properties ~~Gain~~classified onas ~~Sale~~discontinued ~~was~~operations were $8113,~~069,909~~444.

~~The following is a summary of results of~~5. Implementation ~~operations~~ of ~~the~~New ~~properties~~Accounting classified as discontinued operations for the three month periods ended September 30, 2017 and 2016: Total Revenue was $629,049 and Total Operating Expenses were $391,945 for the period ended September 30, 2017. For the same period in 2016, Total Revenue was $590,606 and Total Operating Expenses were $447,857.Pronouncements

~~Total~~In ~~Cash~~May ~~Flows~~2014, ~~Provided~~the byFinancial ~~Operating~~Accounting Standards ~~Activities~~Board of(FASB) ~~the~~issued ~~properties~~Accounting ~~classified~~Standards asUpdate ~~discontinued~~(ASU) ~~operations~~No. ~~for~~2014-09, ~~the~~Revenue ~~period~~from ~~ended~~Contracts ~~September~~with 30Customers (Topic 606), ~~2017~~which ~~were~~will supersede ~~$203~~the current revenue recognition requirements in Topic 605,~~868~~ ~~and~~Revenue ~~Total~~Recognition. The ASU is based on the principle that ~~Cash~~revenue ~~Flows~~is ~~Used~~recognized into ~~Operating~~depict ~~Activities~~the transfer of goods or services to customers in an amount that reflects the ~~properties~~consideration ~~classified~~to which asthe ~~discontinued~~entity ~~operations~~expects to be entitled in exchange for ~~the~~those ~~period~~goods ~~ended~~or ~~September~~services. The ASU also requires additional disclosure about 30the nature, ~~2016~~amount, ~~were~~timing, ~~$244~~and uncertainty of revenue and cash flows arising from customer contracts,~~779~~ including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. InThe ~~addition~~Company has adopted ASC Topic 606 effective January 1, ~~Total~~2018 ~~Cash~~using ~~Flows~~the ~~Used~~modified inretrospective ~~Investing~~method. ~~Activities~~The Company has concluded that the adoption of the ASC ~~properties~~Topic ~~classified~~606 asin ~~discontinued~~ fiscal 2018 has no significant impact on the Company’s financial condition or results of operations. ~~for~~The majority of the ~~period~~Company’s ~~ended~~revenue ~~September~~is ~~30,~~earned ~~2017~~based ~~were~~on ~~$246,423~~or ~~and~~is ~~Total~~related ~~Cash~~to ~~Flows~~tenant ~~Provided~~lease byagreements, ~~Investing~~which ~~Activities~~is outside the scope of Topic 606. Other revenue earned that would not be related to leases would primarily be attributable to the ~~properties~~sales of manufactured ~~classified~~homes. asDuring ~~discontinued~~the ~~operations~~quarter ended March 31, 2018 and for the ~~period~~year ~~ended~~ending ~~September~~December 3031, ~~2016~~2017, there were ~~$10~~no sales of manufactured homes. There was no impact to the Company’s financial position,~~576~~ results of operations,~~478~~ or cash flows as a result of the adoption.

4In November 2016, the FASB issued ASU 2016-18 "Statement of Cash Flows (Topic 230): Restricted Cash." ~~Upcoming~~This ~~Accounting~~update ~~Pronouncement~~requires inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company has adopted the provisions of Topic 230 effective January 1, 2018. The impact of adopting this standard increased the amounts presented as cash in the statement of cash flows by $141,590 as of March 31, 2018 and $661,712 as of March 31, 2017, which are the amounts required to be set aside by the mortgagor related to required escrow reserves per the terms of the mortgage. These amounts are reflected in assets held for sale as of March 31, 2018 and in other assets as of December 31, 2017.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition. The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance will be effective for the Company’s year ending December 31, 2019. The ASU permits application of the new revenue recognition guidance to be applied using one of two retrospective application methods. The Partnership plans to apply the standard using the modified retrospective method. While the Partnership is in the process of making its assessment, it does not believe this will have a material impact on revenue recognition policies.7

5. Subsequent Event

As described in the Form 8-K dated July 10, 2017, Uniprop Manufactured Housing Communities Income Fund II (the “Fund”) entered into a Contract for the Sale of Real and Personal Property of Sunshine Village, located in Davie, Florida.

On October 31, 2017, the transaction was consummated at a gross sales price of $33,000,000, which included real property, homes in inventory, promissory notes and intangible assets.

Net sales proceeds were approximately $24,800,000 after closing costs, legal fees, mortgage loan repayment and related defeasance charges, and standard pro-rations for rents, security deposits, and ad valorem taxes.

-8-

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

See Part II, Item 7 – Critical Accounting Policies, our consolidated financial statements and related notes in Part IV, Item 15 of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 filed with the SEC on March 102, ~~2017~~2018 for accounting policies and related estimates we believe are ~~the~~ the most critical to understanding condensed consolidated financial statements, financial conditions and results of operations ~~and~~ and which require complex management judgment and assumptions or involve uncertainties. There have been no material changes to ~~the~~ the critical accounting policies and estimates previously disclosed in that report. However, as discussed above, the Company implemented the provisions of Topic 606 as it relates to revenue recognition, although this did not have any impact on the revenue recognized for the periods presented.

Liquidity and Capital Resources

Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership’s (the “Partnership”) liquidity is based, in part, upon its investment strategy. On ~~February 26~~October 31, ~~2016~~2017 the sale of ~~Ardmor~~Sunshine Village closed as described previously, leaving the Fund with only ~~two~~one ~~properties: Sunshine Village~~property, ~~and~~ West Valley.

Management does not believe that it is economically rational to operate a limited partnership that has a class of securities registered under the Securities Exchange Act of 1934 with only ~~two~~ ~~properties~~one property. The costs of compliance are simply too high when amortized over only ~~two~~one ~~properties~~property.

As a result, management intends to liquidate ~~Sunshine Village~~ ~~and~~ West Valley, and then dissolve the Fund in accordance with the Partnership Agreement, as ~~previously~~ described previously.

The Partnership expects to meet its short-term liquidity needs generally through its working capital and cash provided by operating activities.

On July 18, 2013, the Partnership refinanced its existing mortgage ~~notes~~note payable and executed ~~two~~a new ~~mortgages~~mortgage payable in the amount of $1912,~~320~~600,000 secured by ~~Sunshine Village, located in Davie, FL and~~ West Valley, located in Las Vegas, NV with a new lender, namely Cantor Commercial Real Estate. The mortgage ~~notes~~ ~~are~~note is payable in monthly installments of interest and principal through August, 2023. The refinanced ~~notes~~note ~~bear~~bears interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period. As of ~~September~~March 3031, ~~2017~~2018 the balance on ~~these~~this ~~notes~~note was $1711,~~645~~355,~~808~~218, excluding deferred financing costs.

The Partnership incurred $676,321 in financing costs as a result of the 2013 refinancing which is being amortized over the term of the ~~loans~~loan. These costs included a 1% fee payable to an affiliate of the General Partner.

The General Partner has decided to distribute $24132,~~775~~135,~~403~~ or $70.5004 per unit, to the unit holders, ~~broken down as $7.46 per unit as a result of the sale of Sunshine Village described previously and $0.04 per unit from operations~~ for the ~~third~~first quarter ended ~~September~~March 3031, ~~2017~~2018. The General Partner will continue to monitor cash flow generated by the Partnership’s ~~properties~~property during the coming quarters. If cash flow generated is greater or lesser than the amount needed to maintain the current distribution level, the General Partner may elect to reduce or increase the level of future distributions paid to Unit Holders.

~~-9-~~ As of March 31, 2018, the Partnership’s cash balance amounted to $6,298,490. The level of cash balance maintained is at the discretion of the General Partner.

As of September 30, 2017, the Partnership’s cash balance amounted to $6,529,116. The level of cash balance maintained is at the discretion of the General Partner.

Results of Operations

Overall, as illustrated in the following table, the Partnership's ~~two~~West ~~properties~~Valley property reported ~~combined~~ occupancy of 7371% at the end of ~~September~~March ~~2017~~2018 versus 7270% at the end of ~~September~~ ~~2016~~March 2017. The ~~average~~ monthly homesite rent as of ~~September~~March 3031, ~~2017~~2018 was approximately $~~705;~~718 versus $~~682~~692 from ~~September~~March ~~2016~~ 31, 2017 (average rent not a weighted average).

	Total		Occupied		Occupancy			Average*
	Capacity		Sites		Rate			Rent
Sunshine Village		356		268		75	%		717
West Valley		421		299		71	%		692
Total on 9/30/17:		777		567		73	%	$	705
Total on 9/30/16:		777		558		72	%	$	682

*Not a weighted average

	Total Capacity		Occupied Sites		Occupancy Rate			Average* Rent

Total on 3/31/18:		421		299		71	%	$	718
Total on 3/31/17:		421		295		70	%	$	692
*Not a weighted average

	Gross Revenue				Net Operating (Loss) Income and Net Income ~~(Loss)~~						~~Gross Revenue~~				~~Net Operating Income and Net (Loss)~~
	9/30/2017		9/30/2016		9/30/2017			9/30/2016			09/30/2017		09/30/2016		09/30/2017			09/30/2016
	3/31/2018		3/31/2017		3/31/2018			3/31/2017
	three months ended				three months ended						~~nine months ended~~				~~nine months ended~~
West Valley		669,984		625,037		388,526			352,773			1,982,409		1,876,262		1,184,686			1,157,204
Partnership Management		36,174		3,439		(157,244	)		(165,453	)
Partnership Management		3,252		3,949		(104,922	)		(214,991	)		10,017		15,185		(442,907	)		(851,959	)
Continuing Operations	$	36,174	$	3,439	($	157,244	)	($	165,453	)
Other Expense		—		—		(46,841	)		(85,945	)		—		—		(182,526	)		(155,869	)
Discontinued Operations	$	714,865	$	1,262,424	$	291,149		$	240,294
Interest Expense		—		—		(166,799	)		(170,553	)		—		—		(498,303	)		(510,984	)
	$	751,039	$	1,265,863	$	133,905		$	74,841
Depreciation		—		—		(92,485	)		(105,469	)		—		—		(306,121	)		(341,753	)
Continuing Operations	$	673,236	$	628,986	($	22,521	)	($	224,185	)	$	1,992,426	$	1,891,447	($	245,171	)	($	703,361	)
Discontinued Operations	$	629,049	$	628,986	$	237,104		$	142,749		$	1,862,433	$	1,930,813	$	678,208		$	7,707,780
	$	1,302,285	$	1,219,592	$	214,583		($	81,436	)	$	3,854,859	$	3,822,260	$	433,037		$	7,004,419

Net Operating Income (“NOI”) is a non-GAAP financial measure equal to net income, the most comparable GAAP financial measure, plus depreciation, interest expense, partnership management expense, and other expenses. The Partnership believes that NOI is useful to investors and the Partnership’s management as an indication of the Partnership’s ability to service debt and pay cash distributions. NOI presented by the Partnership may not be comparable to NOI reported by other companies that define NOI differently, and should not be considered as an alternative to net income as an indication of performance or to cash flows as a measure of liquidity or ability to make distributions.

~~-10-~~ Comparison of Quarter Ended March 31, 2018 to Quarter Ended March 31, 2017

~~Comparison~~As ofdescribed ~~Three~~in ~~Months~~the ~~Ended~~Statement ~~September~~of Operations, 30gross revenues from continuing operations increased by $32,735, to $36,174, in 2018, from $3,439, in 2017. This was mainly due to ~~Three~~a ~~Months~~refund ~~Ended~~of ~~September~~insurance ~~30,~~premiums ~~2016~~as a result of the Sunshine Village sale in 2017.

~~Gross~~As ~~revenues~~described in the Statements of Operations, total operating expenses from continuing operations increased $4424,~~250~~526 to $~~673~~193,~~236~~418 in ~~2017~~2018, ~~from~~as compared to $~~628~~168,~~986~~892 in ~~2016~~2017. This was mainly due to ~~increases~~an increase in ~~market~~administrative ~~rent value and lease income from the prior year~~expenses.

As described in the Statements of Operations, total operating expenses from continuing operations decreased $157,414 to $695,757 in 2017, as compared to $853,171 in 2016. This was mainly due to a decrease in administrative expenses compared to the prior year.9

As a result of the aforementioned factors, the Partnership experienced a Net Loss from continuing operations of $22157,~~521~~244 for the ~~third~~first quarter of ~~2017~~2018 compared to a Net Loss of $~~224~~165,~~185~~453 for the ~~third~~first quarter of ~~2016~~2017.

Comparison of Nine Months Ended September 30, 2017 to Nine Months Ended September 30, 2016

Gross revenues from continuing operations increased $100,979 to $1,992,426 in 2017, from $1,891,447 in 2016. This was due to increases in market rent value from the prior year, as well as an increase in lease home income.

As described in the Statements of Operations, total operating expenses from continuing operations decreased $357,211 to $2,237,597 in 2017, as compared to $2,594,808 in 2016. This was mainly due to a decrease in administrative expenses, offset by increases in utility and property operations expenses compared to the prior year.

As a result of the aforementioned factors, the Partnership experienced a Net Loss from continuing operations of $245,171 in 2017 as compared to a Net Loss of $703,361 in 2016.

ITEM 3.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

The Partnership iscould be exposed to interest rate ~~risk~~rise primarily through its borrowing activities. There is inherent roll over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Partnership’s future financing requirements.

~~Note~~There ~~Payable:~~is Atinherent ~~September~~roll ~~30,~~over ~~2017~~risk ~~the~~for borrowings ~~Partnership~~as ~~had~~they ~~notes~~mature ~~payable~~and ~~outstanding~~are inrenewed ~~the~~at ~~amount~~current market rates. The extent of ~~$17,645,808,~~this ~~excluding~~risk ~~deferred~~is ~~financing~~not ~~costs.~~quantifiable ~~Interest~~or onpredictable ~~these~~because ~~notes~~of the isvariability atof afuture ~~fixed~~interest ~~annual~~rates ~~rate~~and ofthe ~~5.09%~~Partnership’s ~~through~~future ~~August~~financing ~~2023~~requirements.

Notes Payable: At March 31, 2018 the Partnership had a note payable outstanding in the amount of $11,355,218, excluding deferred financing costs. Interest on this note is at a fixed annual rate of 5.09% through August 2023.

The Partnership does not enter into financial instruments transactions for trading or other speculative purposes or to manage its interest rate exposure.

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Partnership carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon, and as of the date of, this evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the quarterly report is recorded, processed, summarized and reported as and when required.

There was no change in the Partnership’s internal controls over financial reporting that occurred during the most recent completed quarter that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II -~~11-~~ OTHER INFORMATION

~~PART~~ITEM II1. -LEGAL ~~OTHER INFORMATION~~PROCEEDINGS

~~ITEM 1~~None. ~~LEGAL PROCEEDINGS~~

~~None.~~10

ITEM 1A.

RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results.

ITEM 6.

EXHIBITS

Exhibit 31.1	Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended
Exhibit 31.2	Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended
Exhibit 32.1	Certifications pursuant to 18 U.S C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes –Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

Exhibit 31.1

Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended

Exhibit 31.2 Principal Financial Officer Certification pursuant to Rule 13a-1214(a)/15d- 14(a) of The Securities and Exchange Act of 1934, as amended

~~SIGNATURES~~Exhibit 32.1 Certifications pursuant to 18 U.S C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes –Oxley Act of 2002.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~11

~~Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership~~SIGNATURES

~~BY:~~Pursuant ~~Genesis~~to ~~Associates~~the ~~Limited~~requirements ~~Partnership~~of the Securities Exchange Act of 1934, ~~General~~the ~~Partner~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BY: Uniprop, Inc., its Managing General Partner

	Uniprop Manufactured Housing Communities
	Income Fund II, a Michigan Limited Partnership

	BY:	Genesis Associates Limited Partnership,
		General Partner

		BY:	Uniprop, Inc.,
			Its Managing General Partner

			By:	/s/ Roger I. Zlotoff
				Roger I. Zlotoff, President

			By:	/s/ Susann Kehrig
				Susann Kehrig, Principal Financial Officer

Dated: May 9, 2018

~~By: /s/ Roger I. Zlotoff Roger I. Zlotoff, President~~12

By: /s/ Susann E. Kehrig Susann E. Kehrig, Principal Financial Officer

Dated: November 13, 2017

-13-

Filing Compare · UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II /MI/